[Federal Register Volume 90, Number 94 (Friday, May 16, 2025)]
[Notices]
[Pages 21094-21098]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-08699]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103026; File No. SR-MEMX-2025-10]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule Concerning Equities Transaction Pricing
May 12, 2025.
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 April 30, 2025, 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). As is
further described below, the Exchange proposes to (i) reduce the rebate
provided under Liquidity Provision Tier 1 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'');
(ii) modify the required criteria under Non-Display Add Tier 2; (iii)
reduce the rebate provided under the Displayed Liquidity Incentive
(``DLI'') Tier 1; and (iv) eliminate the Liquidity Removal Tier. 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) reduce the rebate provided under Liquidity Provision
Tier 1 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''); (ii) modify the required criteria under
Non-Display Add Tier 2; (iii) reduce the rebate provided under the
Displayed Liquidity Incentive (``DLI'') Tier 1; and (iv) eliminate the
Liquidity Removal Tier.
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 18 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 14.1% of the total market share
of executed volume of equities trading.\4\ 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 2.4% of the overall
[[Page 21095]]
market share.\5\ 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 increasingly higher benefits or discounts for satisfying
increasingly more stringent criteria.
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\4\ Market share percentage calculated as of April 30, 2025. The
Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\5\ Id.
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Reduced Rebate Under Liquidity Provision Tier 1
The Exchange currently provides a base rebate of $0.0015 per share
for executions of Added Displayed Volume.\6\ The Exchange also
currently offers Liquidity Provision Tiers 1-5 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 Liquidity Provision Tier 1 by
reducing the rebate provided under such tier. Currently, under
Liquidity Provision Tier 1, the Exchange provides an enhanced rebate of
$0.0034 per share for executions of Added Displayed Volume for Members
that qualify for such tier by either: (1) achieving an ADAV \7\
(excluding Retail Orders) that is equal to or greater than 0.40% of the
TCV; \8\ or (2) achieving an ADAV that is equal to or greater than
0.30% of the TCV in securities priced at or above $1.00 per share and a
Non-Displayed ADAV \9\ that is equal to or greater than 6,000,000
shares. The Exchange now proposes to reduce the rebate provided under
Liquidity Provision Tier 1 for executions of Added Displayed Volume
from $0.0034 per share to $0.0033 per share.\10\ The Exchange believes
that the proposed rebate represents only a modest decrease from the
current rebate provided under Liquidity Provision Tier 1 for executions
of Added Displayed Volume. The purpose of reducing the enhanced rebate
for executions of Added Displayed Volume under Liquidity Provision Tier
1 is for business and competitive reasons, as the Exchange believes the
reduction of such rebate would decrease the Exchange's expenditures
with respect to its transaction pricing in a manner that is still
consistent with the Exchange's overall pricing philosophy of
encouraging added displayed liquidity. The Exchange does not propose to
change the required criteria for a Member to qualify for Liquidity
Provision Tier 1 or the rebate provided under Liquidity Provision Tier
1 for executions of orders in securities priced below $1.00 per share.
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\6\ 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.
\7\ 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.
\8\ 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.
\9\ As set forth on the Fee Schedule, ``Non-Displayed ADAV''
means ADAV with respect to non-displayed orders (including orders
subject to Display-Price Sliding that receive price improvement when
executed and Midpoint Peg orders).
\10\ The proposed pricing for Liquidity Provision Tier 1 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume, Liquidity Provision Tier 1''
with a Fee Code of ``B1'', ``D1'' or ``J1'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members.
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Modified Criteria Under Non-Display Add Tier 2
The Exchange currently offers Non-Display Add Tiers 1-2 under which
a Member may receive an enhanced rebate for executions of Added Non-
Displayed Volume in securities priced at or above $1.00 per share by
achieving the corresponding required volume criteria for each such
tier. Currently, a Member qualifies for Non-Display Add Tier 2, and
thus receives an enhanced rebate of $0.0025 per share for executions of
Added Non-Displayed Volume under such tier, by achieving a Non-
Displayed ADAV that is equal to or greater than 1,000,000 shares.\11\
The Exchange now proposes to modify Non-Display Add Tier 2 such that a
Member would now qualify for such tier by achieving a Non-Displayed
ADAV that is equal to or greater than 2,000,000 shares. The Exchange is
not proposing to change the rebate provided under this tier or the
rebate provided under this tier for executions of orders in securities
priced below $1.00 per share.
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\11\ The pricing for Non-Display Add Tier 2 is referred to by
the Exchange on the Fee Schedule under the existing description
``Added non-displayed volume, Non-Display Add Tier 2'' with a Fee
Code of ``H2'', ``M2'' or ``P2'', as applicable, to be provided by
the Exchange on the monthly invoices provided to Members.
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The Exchange notes that currently, the Fee Schedule indicates that
Members that qualify for Non-Display Add Tier 2 based on activity in a
given month will also receive that associated Non-Display Add Tier 2
rebate during the following month. The Exchange wishes to keep this
procedure intact, and as such, if a Member met the criteria to receive
the enhanced rebate under Non-Display Add Tier 2 in April 2025 (i.e.,
by achieving a Non-Displayed ADAV that is equal to or greater than
1,000,000 shares), the Exchange will provide the enhanced rebate of
$0.0025 per share for that Member's qualifying executions in April 2025
and May 2025, regardless of whether the Member meets the newly
increased criteria requiring a Non-Displayed ADAV that is equal to or
greater than 2,000,000 shares during May 2025. If that same Member
meets the newly proposed criteria under the Non-Displayed Add Tier 2
during the month of May 2025, it will also receive that rebate for its
qualifying executions in the following month.
The tiered pricing structure for executions of Added Non-Displayed
Volume under the Non-Display Add Tiers provides an incremental
incentive for Members to strive for higher volume thresholds to receive
higher enhanced rebates for such executions and, as such, is intended
to encourage Members to maintain or increase their order flow,
particularly in the form of liquidity-adding non-displayed volume, to
the Exchange, thereby contributing to a deeper and more robust and
well-balanced market ecosystem to the benefit of all Members and market
participants.
Reduced Rebate Under DLI Tier 2
The Exchange currently offers DLI Tiers 1 and 2 under which a
Member may receive an enhanced rebate for executions of Added Displayed
Volume by achieving the corresponding required criteria for each such
tier. The DLI Tiers are designed to encourage Members, through the
provision of an enhanced rebate for executions of Added Displayed
Volume, to promote price discovery and market quality by quoting at the
NBBO for a significant portion of each day (i.e., through the
applicable quoting requirement \12\) in a broad base
[[Page 21096]]
of securities (i.e., through the applicable securities requirement
\13\), thereby benefitting the Exchange and investors by providing
improved trading conditions for all market participants through
narrower bid-ask spreads and increased depth of liquidity available at
the NBBO in a broad base of securities and committing capital to
support the execution of orders.\14\ Now, the Exchange proposes to
modify DLI Tier 1 by reducing the rebate for executions of Added
Displayed Volume under such tier.
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\12\ As set forth on the Fee Schedule, the term ``quoting
requirement'' means the percentage of NBBO Timer required under the
relevant criteria, and the term ``NBBO Time'' means the aggregate of
the percentage of time during regular trading hours during which one
of a Member's market participant identifiers (``MPIDs'') has a
displayed order of at least one round lot at the national best bid
or the national best offer.
\13\ As set forth on the Fee Schedule, the term ``securities
requirement'' means the requirement that a Member meets the quoting
requirement in the applicable number of securities per trading day.
Currently, each of DLI Tiers 1 and 2 has a securities requirement
that may be achieved by a Member meeting the quoting requirement in
the specified number of securities traded on the Exchange.
\14\ See the Exchange's Fee Schedule (available at https://info.memxtrading.com/fee-schedule/) for additional details regarding
the Exchange's DLI Tiers. See also Securities Exchange Act Release
No. 92150 (June 10, 2021), 86 FR 32090 (June 16, 2021) (SR-MEMX-
2021-07) (notice of filing and immediate effectiveness of fee
changes adopted by the Exchange, including the adoption of DLI).
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Currently, under DLI Tier 1, the Exchange provides an enhanced
rebate of $0.0034 per share for executions of Added Displayed Volume
for Members that qualify for such tier by achieving an NBBO Time of at
least 50% in an average of at least 1,000 securities per trading day
during the month. The Exchange proposes to reduce the rebate provided
under DLI Tier 1 for executions of Added Displayed Volume from $0.0034
per share to $0.0033 per share.\15\ The Exchange believes that the
proposed rebate represents only a modest decrease from the current
rebate provided under DLI Tier 1 for executions of Added Displayed
Volume. The Exchange does not propose to change the required criteria
for a Member to qualify for DLI Tier 1 or the rebate provided under DLI
Tier 1 for executions of orders in securities priced below $1.00 per
share.
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\15\ The proposed pricing for DLI Tier 1 is referred to by the
Exchange on the Fee Schedule under the existing description ``Added
displayed volume, DLI Tier 1'' with a Fee Code of ``Bq1'', ``Dq1''
or ``Jq1'', as applicable, to be provided by the Exchange on the
monthly invoices provided to Members.
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The purpose of reducing the enhanced rebate for executions of Added
Displayed Volume under DLI Tier 1 is for business and competitive
reasons, as the Exchange believes the reduction of such rebate would
decrease the Exchange's expenditures with respect to its transaction
pricing in a manner that is still consistent with the Exchange's
overall pricing philosophy of encouraging added displayed liquidity and
promoting the price discovery and market quality objectives of the DLI
Tiers described above.
Eliminate Liquidity Removal Tier
Finally, the Exchange proposes to eliminate the Liquidity Removal
Tier. 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. Specifically, under Liquidity Removal Tier 1, the Exchange
charges a reduced fee of $0.0029 per share for executions of Removed
Volume by achieving: (1) an ADV \16\ that is equal to or greater than
0.70% of the TCV and (2) a Remove ADV \17\ that is equal to or greater
than 0.50% of the TCV. The Exchange now proposes to eliminate the
Liquidity Removal Tier, as the incentive is not achieving the level of
participation that the Exchange expected, and thus, is not
accomplishing the goal that the Exchange had when initially adopting
this incentive. The Exchange therefore no longer wishes to, nor is it
required to, maintain such tier. More specifically, the proposed rule
change removes such tier, as the Exchange would rather redirect future
resources and funding into other programs and tiers intended to
incentivize increased order flow.
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\16\ 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.
\17\ As set forth on the Fee Schedule, ``Remove ADV'' means ADV
with respect to orders that remove liquidity.
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2. Statutory Basis
The Exchange believes that the proposed rule change 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 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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\18\ 15 U.S.C. 78f.
\19\ 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.'' \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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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 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,
including displayed, non-displayed, liquidity-adding and/or NBBO
setting orders, 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 and quoting-based incentives (such
as tiers) 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 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
Liquidity Provision Tier 1, as modified by the proposed change to the
rebate under such tier, the Non-Display Add Tier 2, as modified by the
proposed change to the required
[[Page 21097]]
criteria under such tier, and DLI Tier 1, as modified by the proposed
change to the rebate provided under such tier, are reasonable,
equitable and not unfairly discriminatory for these same reasons, as
such tiers would provide Members with an incremental incentive to
achieve certain volume thresholds on the Exchange, are available to all
Members on an equal basis, and, as described above, are designed to
encourage Members to maintain or increase their order flow, including
in the form of displayed, non-displayed, liquidity-adding and/or NBBO
setting orders, to the Exchange in order to qualify for an enhanced
rebate for executions of Added Displayed Volume or Added Non-Displayed
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 enhanced rebate for
executions of Added Displayed Volume under the proposed modified
Liquidity Provision Tier 1 and DLI Tier 1, as well as the enhanced
rebate for executions of Non-Displayed volume under the proposed
modified Non-Display Add Tier 2, each remains commensurate with the
corresponding required criteria under each such tier and is reasonably
related to the market quality benefits that each such tier is designed
to achieve, as described above.
The Exchange believes the proposed rule change to eliminate the
Liquidity Removal Tier is reasonable because the Exchange is not
required to maintain such an incentive. The Exchange believes the
proposal to eliminate such tier is also equitable and not unfairly
discriminatory because it applies equally to all Members (i.e., the
tier will not be available for any Member). As noted above, the reduced
fee offered under this tier is not affecting Members' behavior in that
there are lower-than-expected levels of participation, and as such, the
Exchange does not believe the proposed elimination of such tier will
have a significant impact on any Member's trading behavior on the
Exchange. Furthermore, the proposed rule change to eliminate the
Liquidity Removal Tier enables the Exchange to redirect resources and
funding into other pricing incentives and tiers intended to incentivize
increased order flow and enhance market quality for 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 \21\ 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 additive rebate described herein is appropriate to address
such forces.
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\21\ 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 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.'' \22\
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\22\ See supra note 20.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
maintain a tiered pricing structure that is still consistent with the
Exchange's overall pricing philosophy of encouraging added, displayed
and/or non-displayed liquidity and would incentivize market
participants to direct additional order flow to the Exchange through
volume-based tiers, 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 Exchange does not believe that the proposed changes would
impose any burden on intramarket competition because such changes will
incentivize members to submit additional order flow, thereby
contributing to a more robust and well-balanced market ecosystem 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. The opportunity to
qualify for the modified Liquidity Provision Tier 1, Non-Display Add
Tier 2 and DLI Tier 1, and thus receive the corresponding enhanced
rebates for executions of Added Displayed Volume or Added Non-Displayed
Volume, as applicable, would be available to all Members that meet the
associated volume requirements in any month. As described above, the
Exchange believes that the required criteria under each such tier are
commensurate with the corresponding rebate under such tier and are
reasonably related to the enhanced liquidity and market quality that
such tier is designed to promote. The Exchange does not believe that
the proposed change to eliminate the Liquidity Removal Tier would
impose any burden on intramarket competition because such changes will
apply to all Members uniformly, as in, such incentive will no longer be
available to any Member, and as described above, the Exchange does not
believe the proposed elimination of such tier will have a significant
impact on any Member's trading behavior on the Exchange. 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 17 other equities exchanges and numerous alternative
trading systems and other off-exchange venues. As noted above, no
single registered equities exchange
[[Page 21098]]
currently has more than approximately 14.1% 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, including
with respect to executions of Added Displayed Volume and Added Non-
Displayed Volume, 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 change is 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 incentives to market participants that enhance market
quality and/or achieve certain quoting requirements.
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.'' \23\ 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'. . . .''.\24\ 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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\23\ See supra note 20.
\24\ 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 \25\ and Rule 19b-4(f)(2) \26\ thereunder.
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\25\ 15 U.S.C. 78s(b)(3)(A)(ii).
\26\ 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-2025-10 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-2025-10. 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-2025-10 and should be
submitted on or before June 6, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-08699 Filed 5-15-25; 8:45 am]
BILLING CODE 8011-01-P