[Federal Register Volume 89, Number 167 (Wednesday, August 28, 2024)]
[Notices]
[Pages 68956-68959]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-19266]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100804; File No. SR-MEMX-2024-32]


Self-Regulatory Organizations; MEMX LLC; Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Amend the Fee 
Schedule Concerning Options Transaction Fees

August 22, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on August 9, 2024, MEMX LLC (``MEMX'' or the ``Exchange'') filed 
with the Securities and Exchange Commission (the ``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing with the Commission a proposed rule change 
to amend the Exchange's fee schedule applicable to Members \3\ pursuant 
to Exchange Rules 15.1(a) and (c). Specifically, the Exchange proposes 
to amend the Options Fee Schedule to (i) increase the transaction 
rebate for executions of contracts where the underlying security of the 
applicable option is not in the Penny Interval program (``Non-Penny 
options'') \4\ which add liquidity to the MEMX Options Book \5\ and 
which are made in the Customer capacity (``Customer''); \6\ and (ii) 
increase the transaction fee for executions of contracts where the 
underlying security of the applicable option is a Non-Penny option 
which remove liquidity from the MEMX Options Book \7\ and which are not 
made in the Customer capacity (``Non-Customer''),\8\ each as further 
described below. The Exchange proposes to implement the changes to the 
Options Fee Schedule pursuant to this proposal immediately. The text of 
the proposed rule change is provided in Exhibit 5.
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    \3\ See Exchange Rule 1.5(p).
    \4\ MEMX Options provides Fee Code ``N'' for transactions in 
Non-Penny options. Fee Codes are provided by the Exchange on the 
monthly invoices provided to Options Members.
    \5\ MEMX Options provides Fee Code ``D'' for transactions which 
add liquidity to the MEMX Options Book.
    \6\ Customer capacity applies to any order for the account of a 
Priority Customer. ``Priority Customer'' means any person or entity 
that is neither a broker or dealer in securities nor a Professional. 
See Rule 16.1 of the MEMX Rulebook. MEMX Options provides fee 
qualifier ``c'' for Customer transactions.
    \7\ MEMX Options provides Fee Code ``R'' for transactions that 
remove liquidity from the MEMX Options Book.
    \8\ Non-Customer capacity applies to any transaction that is not 
a Customer order. Each of market maker transactions, professional 
transactions, firm transactions, away market maker transactions, and 
broker-dealer transactions shall be referred to as ``Non-Customer'' 
transactions. MEMX Options provides fee qualifier ``m'' for market 
maker transactions, fee qualifier ``p'' for professional 
transactions, fee qualifier ``f'' for firm transactions, fee 
qualifier ``a'' for away market maker transactions, and fee 
qualifier ``b'' for broker-dealer transactions. Fee qualifiers are 
provided by the Exchange on the monthly invoices provided to Options 
Members.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend the Options Fee 
Schedule to (i) increase the transaction rebate for executions of 
contracts where the underlying security of the applicable option is not 
in the Penny Interval program (``Non-Penny options'') \9\ which add 
liquidity to the MEMX Options Book \10\ and which are made in the 
Customer capacity (``Customer''); \11\ and

[[Page 68957]]

(ii) increase the transaction fee for executions of contracts where the 
underlying security of the applicable option is a Non-Penny option 
which remove liquidity from the MEMX Options Book \12\ and which are 
not made in the Customer capacity (``Non-Customer''),\13\ each as 
further described below.\14\
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    \9\ MEMX Options provides Fee Code ``N'' for transactions in 
Non-Penny options. Fee Codes are provided by the Exchange on the 
monthly invoices provided to Options Members.
    \10\ MEMX Options provides Fee Code ``D'' for transactions which 
add liquidity to the MEMX Options Book.
    \11\ Customer capacity applies to any order for the account of a 
Priority Customer. ``Priority Customer'' means any person or entity 
that is neither a broker or dealer in securities nor a Professional. 
See Rule 16.1 of the MEMX Rulebook. MEMX Options provides fee 
qualifier ``c'' for Customer transactions.
    \12\ MEMX Options provides Fee Code ``R'' for transactions that 
remove liquidity from the MEMX Options Book.
    \13\ Non-Customer capacity applies to any transaction that is 
not a Customer order. Each of market maker transactions, 
professional transactions, firm transactions, away market maker 
transactions, and broker-dealer transactions shall be referred to as 
``Non-Customer'' transactions. MEMX Options provides fee qualifier 
``m'' for market maker transactions, fee qualifier ``p'' for 
professional transactions, fee qualifier ``f'' for firm 
transactions, fee qualifier ``a'' for away market maker 
transactions, and fee qualifier ``b'' for broker-dealer 
transactions. Fee qualifiers are provided by the Exchange on the 
monthly invoices provided to Options Members.
    \14\ The Exchange initially filed the proposed Fee Schedule 
changes on July 30, 2024 (SR-MEMX-2024-29). On August 9, 2024, the 
Exchange withdrew that filing and submitted this proposal.
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    The Exchange first notes that it operates in a highly competitive 
market in which market participants can readily direct order flow to 
competing venues if they deem fee levels at a particular venue to be 
excessive or incentives to be insufficient. The Exchange is one of only 
17 options venues to which market participants may direct their order 
flow. Based on publicly available information, no single options 
exchange has more than 17.16% of the market share and currently the 
Exchange represents only approximately 3.34% of the market share.\15\ 
In such a low-concentrated and highly competitive market, no single 
options exchange, including the Exchange, possesses significant pricing 
power in the execution of option order flow. The Exchange believes that 
the ever-shifting market share among the exchanges from month to month 
demonstrates that market participants can shift order flow, 
discontinue, or reduce use of certain categories of products in 
response to fee changes. Accordingly competitive forces constrain the 
Exchange's transaction fees, and market participants can readily trade 
on competing venues if they deem pricing levels at those other venues 
to be more favorable. The Exchange's Fee Schedule sets forth standard 
rebates and rates applied per contract.
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    \15\ Market share percentage calculated as of July 30, 2024. The 
Exchange receives and processes data made available through the 
consolidated data feeds (i.e., OPRA).
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Increased Transaction Rebate for Executions Non-Penny Options in the 
Customer Capacity Which Add Liquidity to the MEMX Options Book
    Currently, the Exchange provides a standard transaction rebate of 
$1.04 per contract on Non-Penny options (as defined above) in the 
Customer capacity which add liquidity to the MEMX Options Book. Now, 
the Exchange proposes to amend the standard transaction rebate on such 
contracts from $1.04 per contract to $1.15 per contract. The purpose of 
increasing the rebate is to incentivize Members to execute additional 
contracts in Non-Penny names in the Customer capacity which add 
liquidity. The Exchange's proposal is designed to encourage the 
execution of additional contracts on the Exchange in order to enhance 
volume, deepen liquidity and promote price discovery on the MEMX 
Options platform. The Exchange believes that the increased rebate is in 
line with the rebates provided by other national securities 
exchanges.\16\
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    \16\ See infra note 16.
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Increased Transaction Fee for Executions of Non-Penny Options in the 
Non-Customer Capacity Which Remove Liquidity to the MEMX Options Book
    Currently, the Exchange assesses a standard transaction fee of 
$1.10 per contract on Non-Penny options (as defined above) in non-
Customer capacities which remove liquidity from the MEMX Options Book. 
Now, the Exchange proposes to amend the standard transaction fee on 
such contracts from $1.10 per contract to $1.21 per contract. The 
purpose of increasing the fee is for business and competitive reasons. 
The Exchange believes that the increased fee is in line with or below 
the fees charged by other national securities exchanges and remains 
commensurate with the market quality benefits that such discounted fee 
is intended to achieve.\17\ The Exchange believes that increasing the 
fee would generate additional revenue to offset costs associated with 
the operation of the MEMX Options platform. Furthermore, the increased 
fee would facilitate the provision of the increased rebate described 
above, which the Exchange believes will improve market quality and 
incentivize additional liquidity in Non-Penny symbols on the Exchange.
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    \17\ See infra note 17.
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2. Statutory Basis
    The Exchange believes that its proposal to amend its Options Fee 
Schedule is consistent with the provisions of Section 6 of the Act,\18\ 
in general, and with Sections 6(b)(4) and 6(b)(5) of the Act,\19\ in 
particular, in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among Options Members and other 
persons using its facilities. The Exchange also believes the proposal 
furthers the objectives of Section 6(b)(5) of the Act in that it is 
designed to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general to protect investors and the 
public interest and is not designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.
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    \18\ 15 U.S.C. 78f.
    \19\ 15 U.S.C. 78f(b)(4) and (5).
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    MEMX Options operates in a highly fragmented and competitive market 
in which market participants can readily direct order flow to competing 
venues if they deem fee levels at a particular venue to be excessive or 
incentives to be insufficient, and the Exchange represents only a small 
percentage of the overall market. The Commission and the courts have 
repeatedly expressed their preference for competition over regulatory 
intervention in determining prices, products, and services in the 
securities markets. In Regulation NMS, the Commission highlighted the 
importance of market forces in determining prices and SRO revenues and 
also recognized that current regulation of the market system ``has been 
remarkably successful in promoting market competition in its broader 
forms that are most important to investors and listed companies.'' \20\
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    \20\ Securities Exchange Act Release No. 51808 (June 9, 2005), 
70 FR 37496, 37499 (June 29, 2005).
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    Accordingly, competitive forces constrain the Exchange's 
transaction fees and rebates, and market participants can readily trade 
on competing venues if they deem pricing levels at those other venues 
to be more favorable. The Exchange believes the proposal reflects a 
reasonable and competitive pricing structure which the Exchange 
believes would promote price discovery and enhance liquidity and market 
quality on the Exchange to the benefit of all Members and market 
participants.
    The Exchange believes that the proposed change to increase the 
rebate for executions on Non-Penny options in the Customer capacity 
that add liquidity to the Exchange to $1.15 per contract is reasonable 
and equitable because it is designed to incentivize Members to submit 
additional liquidity-adding

[[Page 68958]]

orders in Non-Penny options to the Exchange in the Customer capacity, 
which would enhance liquidity on the Exchange and promote price 
discovery and price formation, and would be applicable to all Members. 
The Exchange further believes the proposed increased rebate is 
appropriate because it is comparable to, and competitive with, the 
rebates provided by other exchanges for executions in the Customer 
capacity in Non-Penny options which add liquidity.\21\
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    \21\ See, e.g., note 10 of the Nasdaq Options Market trading fee 
schedule on its public website (available at: https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/nasdaq-options-7) 
which reflects a $1.15 per contract Rebate to Add Liquidity in Non-
Penny Symbols as Customer for Nasdaq Options Market participants who 
meet certain volume requirements on the Nasdaq Options Market. As 
MEMX Options is a comparatively new market, the Exchange believes 
that by providing an increased rebate for Customer executions which 
add liquidity in Non-Penny options without requiring Members to 
achieve specific volume requirements, such increased rebate will 
incentivize additional order flow to the Exchange.
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    The Exchange believes that the proposed change to increase the fee 
for executions on Non-Penny options in non-Customer capacities that 
remove liquidity from the Exchange to $1.21 per contract is equitable 
because such fee would continue to be charged uniformly to all 
executions of such contracts for all Members. The Exchange further 
believes the proposed increased fee is reasonable and appropriate 
because it is comparable to, and competitive with, the fees charged by 
other exchanges for executions in the non-Customer capacity in Non-
Penny options which remove liquidity.\22\
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    \22\ See, e.g., the Nasdaq Options Market trading fee schedule 
on its public website (available at: https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/nasdaq-options-7) 
which reflects a standard fee of $1.25 per contract for executions 
in Non-Penny options in the Market Maker, Broker-Dealer, and Firm 
capacities that remove liquidity. The Exchange notes that this 
standard fee does not apply to executions in Non-Penny options in 
the Professional capacity for which the Nasdaq Options Market 
charges a fee of $0.85 per contract. See also the Nasdaq BX options 
trading fee schedule (available at: https://listingcenter.nasdaq.com/rulebook/bx/rules/bx-options-7) which 
reflects a standard fee of $1.25 per contract for executions in Non-
Penny options that remove liquidity for all non-Customer capacities, 
including Professionals.
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    Further, the Exchange believes it is reasonable, equitable, and not 
unfairly discriminatory for Members to receive a higher rebate for 
executions of contracts in Non-Penny options in the Customer capacity 
which add liquidity to the Exchange, as compared to the rebate provided 
for executions of contracts in Non-Penny options in non-Customer 
capacities (i.e., Market Maker, Professional, Firm, Away Market Maker, 
or Broker-Dealer capacities) which add liquidity to the Exchange. The 
Exchange also believes it is reasonable, equitable, and not unfairly 
discriminatory for Members to pay a higher fee for executions of 
contracts in Non-Penny options in non-Customer capacities which remove 
liquidity from the Exchange, as compared to the fee for executions of 
contracts in Non-Penny options in Customer capacities which remove 
liquidity from the Exchange. The securities markets generally, and the 
Exchange in particular, have historically aimed to improve markets for 
investors and develop various features within the market structure for 
the benefit of public customers (i.e., the Customer capacity on the 
Exchange) who are not professionals.\23\ As such, the Exchange believes 
the proposed fees and rebates for non-Customer transactions are 
appropriate and not unfairly discriminatory. The Exchange believes it 
promotes the best interests of investors to charge lower transaction 
costs and provide higher rebates for Customers, who are not 
Professionals, and that the Exchange's proposed fee structure provides 
right-sized incentives which will continue to attract Customer order 
flow to the Exchange.
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    \23\ The Exchange notes that, since the inception of MEMX 
Options, it has historically imposed different, and higher, 
transaction fees for executions in the non-Customer capacity than 
for executions in the Customer capacity. Similarly, since the 
inception of MEMX Options, the Exchange has historically provided 
different, and lower, rebates for executions in the non-Customer 
capacity than in the Customer capacity. See Securities Exchange Act 
Release No. 34-98533 (September 26, 2023), 88 FR 67846 (October 2, 
2023) (adopting a $1.10 per contract fee for non-Customers (Market 
Makers, Professionals, Firms, Away Market Makers, and Broker-
Dealers) to remove liquidity in Non-Penny options as compared to a 
$0.85 per contract fee for Customers to remove liquidity in Non-
Penny options, and a $0.80 per contract rebate for non-Customers to 
add liquidity in Non-Penny options as compared to a $1.04 per 
contract rebate for Customers to add liquidity in Non-Penny options. 
The Exchange notes that similar fee structures are common at other 
options exchanges. See, e.g., the Cboe BZX Options fee schedule on 
its public website (available at: https://www.cboe.com/us/options/membership/fee_schedule/bzx/), which reflects a higher $1.15 fee for 
Professional, Firm, Broker-Dealer, JBO, Market Maker, and Away 
Market Maker executions which remove liquidity in Non-Penny options 
and a lower $0.85 fee for Customer executions which remove liquidity 
in Non-Penny options. The Cboe BZX Options fee schedule also 
reflects lower rebates ranging from $0.30 to $0.88 for non-Customer 
executions which add liquidity in non-Penny options and a higher 
$1.05 rebate for Customer executions which add liquidity in Non-
Penny options.
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    For the reasons discussed above, the Exchange submits that its 
proposed changes to the Options Transaction Fee Schedule satisfy the 
requirements of Sections 6(b)(4) and 6(b)(5) of the Act \24\ in that 
they provide for the equitable allocation of reasonable dues, fees and 
other charges among its Members and other persons using its facilities 
and are not designed to unfairly discriminate between customers, 
issuers, brokers, or dealers. As described more fully below in the 
Exchange's statement regarding burden on competition, the Exchange 
believes that its transaction pricing is subject to significant 
competitive forces, and that the proposed fees and rebates described 
herein are appropriate to address such forces.
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    \24\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposal will result in any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. As a relatively new entrant in 
the already highly competitive environment for options trading, the 
Exchange believes that the proposed changes would encourage the 
submission of additional order flow to the Exchange, thereby promoting 
market depth, execution incentives and enhanced execution 
opportunities, as well as price discovery and transparency for all 
Members. Further, MEMX Options' proposed modified transaction rebates 
and modified transaction fees are comparable to the transaction fees 
and rebates assessed by other options exchanges.\25\ As a result, the 
Exchange believes that the proposal furthers the Commission's goal in 
adopting Regulation NMS of fostering competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \26\
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    \25\ See supra notes 16 and 17.
    \26\ See supra note 15.
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Intramarket Competition
    The Exchange does not believe that the proposed rule change will 
impose any burden on intramarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because the 
proposed fees and rebates apply equally to all Options Members. The 
proposed pricing structure is intended to encourage participants to 
trade on MEMX Options by providing rebates that are comparable to those 
offered by other exchanges as well as providing competitive fees. The 
Exchange believes that the proposed rebates and fees will help to 
encourage Options Members to send orders to the Exchange to the benefit 
of all Exchange participants. As the proposed fees and rebates are 
equally applicable to all market participants, the Exchange does not 
believe there is any burden on intramarket competition.

[[Page 68959]]

Intermarket Competition
    The Exchange does not believe that the proposed rule change will 
impose any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. To the contrary, 
the Exchange believes that the proposed pricing structure will increase 
competition and is intended to encourage market participants to trade 
on the exchange by providing rebates and assessing fees that are 
comparable to those offered by other exchanges, which the Exchange 
believes will help to encourage Members to send orders to the Exchange 
to the benefit of all Exchange participants. As the proposed rates are 
equally applicable to all market participants, the Exchange does not 
believe there is any burden on intramarket competition.
    Additionally, the Commission has repeatedly expressed its 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. Specifically, 
in Regulation NMS, the Commission highlighted the importance of market 
forces in determining prices and SRO revenues and, also, recognized 
that current regulation of the market system ``has been remarkably 
successful in promoting market competition in its broader forms that 
are most important to investors and listed companies.'' \27\ The fact 
that this market is competitive has also long been recognized by the 
courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows: 
``[n]o one disputes that competition for order flow is `fierce.' . . . 
As the SEC explained, `[i]n the U.S. national market system, buyers and 
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders 
for execution'; [and] `no exchange can afford to take its market share 
percentages for granted' because `no exchange possesses a monopoly, 
regulatory or otherwise, in the execution of order flow from broker 
dealers'. . . .''.\28\ Accordingly, the Exchange does not believe its 
proposed pricing changes impose any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \27\ See supra note 15.
    \28\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act \29\ and Rule 19b-4(f)(2) \30\ thereunder.
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    \29\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \30\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-MEMX-2024-32 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.


All submissions should refer to file number SR-MEMX-2024-32. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-MEMX-2024-32 and should be 
submitted on or before September 18, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-19266 Filed 8-27-24; 8:45 am]
BILLING CODE 8011-01-P