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Federal Register / Vol. 86, No. 168 / Thursday, September 2, 2021 / Notices
necessary or appropriate in furtherance of the purposes of the Act.31
Therefore, the Commission finds that it is appropriate in the public interest, for the protection of investors, and otherwise in furtherance of the purposes of the Act, to temporarily suspend the proposed rule changes.32
IV. Proceedings To Determine Whether To Approve or Disapprove the Proposed Rule Changes
lotter on DSK11XQN23PROD with NOTICES1

In addition to temporarily suspending the proposals, the Commission also hereby institutes proceedings pursuant to Sections 19b3C 33 and 19b2B
of the Act 34 to determine whether the Exchanges proposed rule changes should be approved or disapproved.
Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the issues involved. Rather, the Commission seeks and encourages interested persons to provide additional comment on the proposed rule changes to inform the Commissions analysis of whether to approve or disapprove the proposed rule changes.
Pursuant to Section 19b2B of the Act,35 the Commission is providing notice of the grounds for possible disapproval under consideration:
Whether the Exchanges have demonstrated how their proposed fees are consistent with Section 6b4 of the Act, which requires that the rules of a national securities exchange provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities; 36
Whether the Exchanges have demonstrated how their proposed fees are consistent with Section 6b5 of the Act, which requires, among other 31 See 15 U.S.C. 78fb4, 5, and 8, respectively.
32 For purposes of temporarily suspending the proposed rule changes, the Commission has considered the proposed rules impact on efficiency, competition, and capital formation. See 15 U.S.C. 78cf.
33 15 U.S.C. 78sb3C. Once the Commission temporarily suspends a proposed rule change, Section 19b3C of the Act requires that the Commission institute proceedings under Section 19b2B to determine whether a proposed rule change should be approved or disapproved.
34 15 U.S.C. 78sb2B.
35 Id. Section 19b2B of the Act also provides that proceedings to determine whether to disapprove a proposed rule change must be concluded within 180 days of the date of publication of notice of the filing of the proposed rule change. See id. The time for conclusion of the proceedings may be extended for up to 60 days if the Commission finds good cause for such extension and publishes its reasons for so finding, or if the exchange consents to the longer period. See id.
36 15 U.S.C. 78fb4.

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things, that the rules of a national securities exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers; 37 and Whether the Exchanges have demonstrated how their proposed fees are consistent with Section 6b8 of the Act, which requires that the rules of a national securities exchange not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. 38
As discussed in Section III above, the Exchanges made various arguments in support of their proposals. The Commission believes that there are questions as to whether the Exchanges have provided sufficient information to demonstrate that the proposed fees are consistent with the Act and the rules thereunder.
Under the Commissions Rules of Practice, the burden to demonstrate that a proposed rule change is consistent with the Act and the rules and regulations issued thereunder . . .
is on the SRO that proposed the rule change. 39 The description of a proposed rule change, its purpose and operation, its effect, and a legal analysis of its consistency with applicable requirements must all be sufficiently detailed and specific to support an affirmative Commission finding,40 and any failure of an SRO to provide this information may result in the Commission not having a sufficient basis to make an affirmative finding that a proposed rule change is consistent with the Act and the applicable rules and regulations.41
The Commission is instituting proceedings to allow for additional consideration and comment on the issues raised herein, including as to whether the proposed fees are consistent with the Act, and specifically, with its requirements that exchange fees be reasonable and equitably allocated, not be unfairly discriminatory, and not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.42
V. Commissions Solicitation of Comments The Commission requests written views, data, and arguments with respect to the concerns identified above as well as any other relevant concerns. Such 37 15

U.S.C. 78fb5.
U.S.C. 78fb8.
39 17 CFR 201.700b3.
40 See id.
41 See id.
42 See 15 U.S.C. 78fb4, 5, and 8.
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comments should be submitted by September 23, 2021. Rebuttal comments should be submitted by October 7, 2021.
Although there do not appear to be any issues relevant to approval or disapproval that would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to Rule 19b4, any request for an opportunity to make an oral presentation.43
The Commission asks that commenters address the sufficiency and merit of the Exchanges statements in support of the proposals, in addition to any other comments they may wish to submit about the proposed rule changes.
Interested persons are invited to submit written data, views, and arguments concerning the proposed rule changes, including whether the proposed rule changes are consistent with the Act. Comments may be submitted by any of the following methods:
Electronic Comments Use the Commissions internet comment form http www.sec.gov/
rules/sro.shtml; or Send an email to rule-comments@
sec.gov. Please include File No. SR
MIAX202128 or SREMERALD
202121 on the subject line.
Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 205491090.
All submissions should refer to File No.
SRMIAX202128 or SREMERALD
202121. The 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 Commissions internet website http www.sec.gov/rules/sro.shtml.
Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule changes that are filed with the Commission, and all written communications relating to the proposed rule changes between the Commission and any person, other than those that may be withheld from the public in accordance with the 43 15 U.S.C. 78sb2. Section 19b2 of the Act grants the Commission flexibility to determine what type of proceedingeither oral or notice and opportunity for written commentsis appropriate for consideration of a particular proposal by an SRO. See Securities Acts Amendments of 1975, Report of the Senate Committee on Banking, Housing and Urban Affairs to Accompany S. 249, S. Rep. No. 75, 94th Cong., 1st Sess. 30 1975.

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