Notice2024-21036
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Transaction Pricing
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Published
September 17, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 180 (Tuesday, September 17, 2024)</title>
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[Federal Register Volume 89, Number 180 (Tuesday, September 17, 2024)]
[Notices]
[Pages 76167-76171]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-21036]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100999; File No. SR-MEMX-2024-36]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule Concerning Transaction Pricing
September 11, 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 September 6, 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\ (the
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). The
Exchange proposes to implement the changes to the 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).
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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 Fee
Schedule to (i) modify the required criteria under Liquidity Provision
Tier 1; and (ii) reduce the fee and modify the required criteria under
Liquidity Removal Tier 1, as further described below.\4\
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\4\ The Exchange initially filed the proposed Fee Schedule
changes on August 30, 2024 (SR-MEMX-2024-35). On September 6, 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. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues, to
which market participants may direct their order flow. Based on
publicly available information, no single registered equities exchange
currently has more than approximately 15.77% of the total market share
of executed volume of equities trading.\5\ Thus, in such a low-
concentrated and highly competitive market, no single equities exchange
possesses significant pricing power in the execution of order flow, and
the Exchange currently represents approximately 2.59% of the overall
market share.\6\ The Exchange in particular operates a ``Maker-Taker''
model whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the
Exchange. The Fee Schedule sets forth the standard rebates and fees
applied per share for orders that add and remove liquidity,
respectively. Additionally, in response to the competitive environment,
the Exchange also offers tiered pricing, which provides Members with
opportunities to qualify for higher rebates or lower fees where certain
volume criteria and thresholds are met. Tiered pricing provides an
incremental incentive for Members to strive for higher tier levels,
which provides
[[Page 76168]]
increasingly higher benefits or discounts for satisfying increasingly
more stringent criteria.
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\5\ Market share percentage calculated as of September 6, 2024.
The Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\6\ Id.
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Liquidity Provision Tiers
The Exchange currently provides a standard rebate of $0.0015 per
share for executions of orders in securities priced at or above $1.00
per share that add displayed liquidity to the Exchange (such orders,
``Added Displayed Volume'').\7\ The Exchange also currently offers
Liquidity Provision Tiers 1-6, among other volume-based tiers, under
which a Member may receive an enhanced rebate for executions of Added
Displayed Volume by achieving the corresponding required volume
criteria for each such tier. The Exchange now proposes to modify the
required criteria under Liquidity Provision Tier 1, as further
described below.
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\7\ The base rebate for executions of Added Displayed Volume is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume'' with a Fee Code of ``B'',
``D'' or ``J'', as applicable, on execution reports.
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The Exchange currently provides an enhanced rebate of $0.0034 per
share for executions of Added Displayed Volume for Members that qualify
for such tier by achieving (1) an ADAV \8\ (excluding Retail Orders)
that is equal to or greater than 0.50% of the TCV; \9\ or (2) a Step-Up
ADAV \10\ from June 2024 (excluding Retail Orders) of the TCV that is
equal to or greater than 0.07% of the TCV in securities priced at or
above $1.00 per share and an ADAV that is equal to or greater than
0.20% of the TCV in securities priced at or above $1.00 per share. Now,
the Exchange proposes to modify alternative criteria (2) of Liquidity
Provision Tier 1, such that a Member may qualify for such alternative
criteria by achieving both the current requirements of alternative
criteria (2) and also achieving a Remove ADV \11\ that is equal to or
greater than 0.45% of the TCV. Thus, the Exchange now proposes to keep
existing alternative criteria (1) intact while adding an additional
requirement to the current alternative criteria (2), such that a Member
meets alternative criteria (2) of such tier by achieving (i) a Step-Up
ADAV from June 2024 (excluding Retail Orders) of the TCV that is equal
to or greater than 0.07% of the TCV in securities priced at or above
$1.00 per share, (ii) an ADAV that is equal to or greater than 0.20% of
the TCV in securities priced at or above $1.00 per share, and (iii) a
Remove ADV that is equal to or greater than 0.45% of the TCV.
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\8\ As set forth on the Fee Schedule, ``ADAV'' means the average
daily added volume calculated as the number of shares added per day,
which is calculated on a monthly basis, and ``Displayed ADAV'' means
ADAV with respect to displayed orders.
\9\ As set forth on the Fee Schedule, ``TCV'' means total
consolidated volume calculated as the volume reported by all
exchanges and trade reporting facilities to a consolidated
transaction reporting plan for the month for which the fees apply.
\10\ As set forth on the Fee Schedule, ``Step-Up ADAV'' means
ADAV in the relevant baseline month subtracted from current ADAV.
\11\ As set forth on the Fee Schedule, ``Remove ADV'' means ADV
with respect to orders that remove liquidity.
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The proposed change to Liquidity Provision Tier 1 is designed to
encourage Members to maintain or increase their order flow, including
in the form of orders that both add and remove liquidity, on the
Exchange in order to qualify for the enhanced Liquidity Provision Tier
1 rebate. While the Exchange's overall pricing philosophy generally
encourages adding liquidity over removing liquidity, the Exchange
believes that adding a requirement to criteria (2) of Liquidity
Provision Tier 1 which encourages both liquidity-adding and liquidity-
removing volume may contribute to a more robust and well-balanced
market ecosystem on the Exchange to the benefit of all Members.
Liquidity Removal Tiers
The Exchange currently charges a standard fee of 0.0030 per share
for executions of orders in securities priced at or above $1.00 per
share that remove liquidity from the Exchange (such orders, ``Removed
Volume''). The Exchange also currently offers Liquidity Removal Tier 1
under which qualifying Members are charged a discounted fee by
achieving the corresponding required volume criteria for each such
tier. The Exchange now proposes to modify Liquidity Removal Tier 1 by
reducing the fee charged for executions of Removed Volume and by
modifying the required criteria under such tier, as further described
below.
Under Liquidity Removal Tier 1, the Exchange currently charges a
discounted fee of $0.00295 per share for executions of Removed Volume
by achieving (1) an ADV \12\ that is equal to or greater than 0.70% of
the TCV and (2) a Remove ADV that is equal to or greater than 0.35% of
the TCV.\13\ Now, the Exchange proposes to reduce the fee charged for
executions of Removed Volume under Liquidity Removal Tier 1 to $0.0029
per share, and to modify the required criteria such that a Member would
now qualify for such tier by achieving 1) an ADV that is equal to or
greater than 0.70% of the TCV and (2) a Remove ADV that is equal to or
greater than 0.50% of the TCV. Thus, the proposed change would reduce
the fee charged from $0.00295 to $0.0029 per share and increase the
Remove ADV threshold by 0.15% (i.e., from 0.35% to 0.50%) of the TCV.
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\12\ As set forth on the Fee Schedule, ``ADV'' means average
daily volume calculated as the number of shares added or removed,
combined, per day, which is calculated on a monthly basis.
\13\ The pricing for Liquidity Removal Tier 1 is referred to by
the Exchange on the Fee Schedule under the existing description
``Removed volume from MEMX Book, Liquidity Removal Tier 1'' with a
Fee Code of ``R1'' to be provided by the Exchange on the monthly
invoices provided to Members. The Exchange notes that because the
determination of whether a Member qualifies for a certain pricing
tier for a particular month will not be made until after the month-
end, the Exchange will provide the Fee Codes otherwise applicable to
such transactions on the execution reports provided to Members
during the month and will only designate the Fee Codes applicable to
the achieved pricing tier on the monthly invoices, which are
provided after such determination has been made, as the Exchange
does for its tier-based pricing today.
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The proposed changes to Liquidity Removal Tier 1 are designed to
encourage Members to maintain or increase their order flow, including
in the form of orders that remove liquidity, to the Exchange in order
to qualify for the proposed reduction in the fee for executions of
Removed Volume. While (as mentioned above) the Exchange's overall
pricing philosophy generally encourages adding liquidity over removing
liquidity, the Exchange believes that providing criteria under certain
tiers that are based on different types of volume that Members may
choose to achieve, such as the existing criteria that includes a Remove
ADV threshold, contributes to a more robust and well-balanced market
ecosystem on the Exchange to the benefit of all Members. The Exchange
believes that the proposed reduction in the fee for executions of
Removed Volume by $0.00005 per share represents a modest reduction and
remains commensurate with the proposed new required criteria. The
Exchange believes that the proposed increase in the Remove ADV
requirement will encourage the submission of additional Removed Volume,
thereby contributing to a deeper and more robust and well-balanced
market ecosystem on the Exchange to the benefit of all Members and
market participants.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\14\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\15\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other
[[Page 76169]]
charges among its Members and other persons using its facilities and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\14\ 15 U.S.C. 78f.
\15\ 15 U.S.C. 78f(b)(4) and (5).
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As discussed above, the Exchange 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.'' \16\
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\16\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005).
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
shift order flow or discontinue to reduce use of certain categories of
products, in response to new or different pricing structures being
introduced into the market. 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
designed to incentivize market participants to direct additional order
flow to the Exchange, 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 notes that volume-based incentives and discounts have
been widely adopted by exchanges, including the Exchange, and are
reasonable, equitable and not unfairly discriminatory because they are
open to all members on an equal basis and provide additional benefits
or discounts that are reasonably related to the value to an exchange's
market quality associated with higher levels of market activity, such
as higher levels of liquidity provision and/or growth patterns, and the
introduction of higher volumes of orders into the price and volume
discovery process. The Exchange believes that the proposed changes to
Liquidity Provision Tier 1 and Liquidity Removal Tier 1 are reasonable,
equitable and not unfairly discriminatory because, as described above,
such changes are available to all Members on an equal basis, and are
designed to encourage Members to maintain or increase their order flow,
including in the form of displayed, liquidity-adding and/or liquidity
removing orders, to the Exchange in order to qualify for an enhanced
rebate for executions of Added Displayed Volume or a discounted fee for
executions of Removed Volume, as applicable, thereby contributing to a
deeper, more liquid and well balanced market ecosystem on the Exchange
to the benefit of all Members and market participants.
The Exchange also believes that such tiers reflect a reasonable and
equitable allocation of fees and rebates, as the Exchange believes that
the modification to the criteria under Liquidity Provision Tier 1 and
the reduced fee under Liquidity Removal Tier 1 remain commensurate with
the corresponding required criteria under each such tier and are
reasonably related to the market quality benefits that each such tier
is designed to achieve, as described above. The proposal to modify the
criteria under Liquidity Provision Tier 1, to modify the criteria under
Liquidity Removal Tier 1, and to reduce the fee under Liquidity Removal
Tier 1 is not unfairly discriminatory because it applies equally to all
Members.
For the reasons discussed above, the Exchange submits that the
proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of
the Act \17\ in that it provides for the equitable allocation of
reasonable dues, fees and other charges among its Members and other
persons using its facilities and is not designed to unfairly
discriminate between customers, issuers, brokers, or dealers. As
described more fully below in the Exchange's statement regarding the
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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\17\ 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. Instead, as discussed above,
the proposal is intended to incentivize market participants to direct
additional liquidity-adding and liquidity-removing order flow to the
Exchange, thereby enhancing liquidity and market quality on the
Exchange to the benefit of all Members and market participants. As a
result, the Exchange believes the proposal would enhance its
competitiveness as a market that attracts actionable orders, thereby
making it a more desirable destination venue for its customers. For
these reasons, 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.'' \18\
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\18\ See supra note 16.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
incentivize Members to submit additional order flow in the form of
liquidity adding, non-displayed orders to the Exchange, thereby
enhancing liquidity and market quality on the Exchange to the benefit
of all Members, as well as enhancing the attractiveness of the Exchange
as a trading venue, which the Exchange believes, in turn, would
continue to encourage market participants to direct additional order
flow to the Exchange. Greater liquidity benefits all Members by
providing more trading opportunities and encourages Members to send
additional orders to the Exchange, thereby contributing to robust
levels of liquidity, which benefits all market participants. The
opportunity to qualify for the proposed modified Liquidity Provision
Tier 1 and the proposed modified Liquidity Removal Tier 1 would be
available to all Members that meet the associated volume requirements
in any month. As described above, the Exchange believes that the
proposed new required criteria under each such tier are commensurate
with the corresponding rebate for liquidity-adding order flow and
proposed reduced fee for liquidity-removing order flow, as applicable.
Additionally, as noted above, the proposed changes to Liquidity
Provision Tier 1 and Liquidity Removal Tier 1
[[Page 76170]]
would apply to all Members equally. For the foregoing reasons, the
Exchange believes the proposed changes would not impose any burden on
intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intermarket Competition
As noted above, the Exchange 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. Members have numerous
alternative venues that they may participate on and direct their order
flow to, including 15 other equities exchanges and numerous alternative
trading systems and other off-exchange venues. As noted above, no
single registered equities exchange currently has more than
approximately 15.6% of the total market share of executed volume of
equities trading. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. Moreover, the Exchange
believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can shift order
flow or discontinue to reduce use of certain categories of products, in
response to new or different pricing structures being introduced into
the market. Accordingly, competitive forces constrain the Exchange's
transaction fees and rebates and market participants can readily choose
to send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. As
described above, the proposed changes represent a competitive proposal
through which the Exchange is seeking to generate additional revenue
with respect to its transaction pricing and to encourage the submission
of additional order flow to the Exchange through volume-based tiers,
which have been widely adopted by exchanges, including the Exchange.
Accordingly, the Exchange believes the proposal would not burden, but
rather promote, intermarket competition by enabling it to better
compete with other exchanges that offer similar pricing incentives to
market participants.
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.'' \19\ 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'. . . .''.\20\ 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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\19\ Id.
\20\ 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 \21\ and Rule 19b-4(f)(2) \22\ thereunder.
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\21\ 15 U.S.C. 78s(b)(3)(A)(ii).
\22\ 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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#a7d5d2cbc28ac4c8cacac2c9d3d4e7d4c2c489c0c8d1"><span class="__cf_email__" data-cfemail="4d3f382128602e2220202823393e0d3e282e632a223b">[email protected]</span></a>. Please include
file number SR-MEMX-2024-36 on the subject line.
Paper Comments
<bullet> 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-2024-36. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-2024-36 and should be
submitted on or before October 8, 2024.
[[Page 76171]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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\23\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-21036 Filed 9-16-24; 8:45 am]
BILLING CODE 8011-01-P
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