[Federal Register Volume 85, Number 213 (Tuesday, November 3, 2020)]
[Notices]
[Pages 69671-69675]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-24269]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90278; File No. SR-MEMX-2020-13]


Self-Regulatory Organizations; MEMX LLC; Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Enable Members To 
Designate Certain Orders To Be Identified as Retail Orders to the 
Exchange

October 28, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on October 26, 2020, 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 Exchange filed the 
proposal as a ``non-controversial'' proposed rule change pursuant to 
Section 19(b)(3)(A)(iii) of the Act \4\ and Rule 19b-4(f)(6) 
thereunder.\5\ 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \5\ 17 CFR 240.19b-4(f)(6).
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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 adopt new Rule 11.21 to enable members of the Exchange (``Members'') 
to designate certain orders they submit to the Exchange on behalf of 
retail customers to be identified as retail orders to the Exchange. The 
text of the proposed rule change is provided in Exhibit 5.

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 Exchange proposes to adopt new Rule 11.21 to enable Members to 
designate certain orders they submit to the Exchange on behalf of 
retail customers to be identified as retail orders to the Exchange. 
Under the proposed rule change, the Exchange would create a new class 
of market participant for any Member that satisfies the requirements 
under proposed Rule 11.21 called a Retail Member Organization 
(``RMO''), which would be eligible to submit certain retail order flow 
(``Retail Orders'') to the Exchange. Specifically, proposed Rule 11.21 
would: (i) Define a Retail Order and RMO; (ii) set forth an RMO's 
qualification and application requirements and the Exchange's approval 
process; (iii) outline procedures for when an RMO fails to abide by the 
Retail Order requirements; and (iv) outline the procedures under which 
a Member may appeal the Exchange's decision to disapprove it or 
disqualify it as an RMO. The Exchange notes that proposed Rule 11.21 is 
substantially similar to and based on paragraphs (a)-(d) of Cboe BZX 
Exchange, Inc. (``Cboe BZX'') Rule 11.25.\6\
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    \6\ See Cboe BZX Rule 11.25; see also Securities Exchange Act 
Release Nos. 73237 (September 26, 2014), 79 FR 59537 (October 2, 
2014) (SR-BATS-2014-043); 73677 (November 24, 2014), 79 FR 71150 
(December 1, 2014) (SR-BATS-2014-058); 76205 (October 21, 2015), 80 
FR 65828 (October 27, 2015) (SR-BATS-2015-90).
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Definitions
    The Exchange proposes to adopt the following definitions under 
proposed Rule 11.21(a). First, the term ``Retail Member Organization'' 
or ``RMO'' would be defined as a Member (or a division thereof) that 
has been approved by the Exchange to submit Retail Orders. Second, the 
term ``Retail Order'' would be defined as an agency or riskless 
principal order that meets the criteria of FINRA Rule 5320.03 that 
originates from a natural person and is submitted to the Exchange by an 
RMO, provided that no change is made to the terms of the order with 
respect to price or side of market and the order does not originate 
from a trading algorithm or any other computerized methodology.

[[Page 69672]]

RMO Qualifications and Approval Process
    Under proposed Rule 11.21(b), any Member could qualify as an RMO if 
it conducts a retail business or routes retail orders on behalf of 
another broker-dealer. Proposed Rule 11.21(b)(1) makes clear that an 
RMO that carries retail customer accounts on a fully disclosed basis 
would be considered to conduct a retail business for purposes of the 
rule. The qualification standards and approval process under proposed 
Rule 11.21(b) are designed to ensure that Members are properly 
qualified as an RMO and only designate as Retail Orders those orders 
that meet the definition of Retail Orders under proposed Rule 
11.21(a)(2) described above. Any Member that wishes to obtain RMO 
status would be required to submit: (i) an application form; (ii) 
supporting documentation sufficient to demonstrate the retail nature 
and characteristics of the applicant's order flow; \7\ and (iii) an 
attestation, in a form prescribed by the Exchange, that substantially 
all orders submitted by the Member as a Retail Order will qualify as 
such under proposed Rule 11.21(b).
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    \7\ For example, a prospective RMO could be required to provide 
sample marketing literature, website screenshots, other publicly 
disclosed materials describing the retail nature of their order 
flow, and such other documentation and information as the Exchange 
may require to obtain reasonable assurance that the applicant's 
order flow would meet the requirements of the Retail Order 
definition.
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    An RMO would be required to have written policies and procedures 
reasonably designed to assure that it will only designate orders as 
Retail Orders if all requirements of a Retail Order are met. Such 
written policies and procedures must require the Member to (i) exercise 
due diligence before entering a Retail Order to assure that entry as a 
Retail Order is in compliance with the requirements of proposed Rule 
11.21, and (ii) monitor whether orders entered as Retail Orders meet 
the applicable requirements. If the RMO does not itself conduct a 
retail business but routes Retail Orders on behalf another broker-
dealer, the RMO's supervisory procedures must be reasonably designed to 
assure that the orders it receives from such other broker-dealer that 
it designates as Retail Orders meet the definition of a Retail Order. 
Such an RMO must (i) obtain an annual written representation, in a form 
acceptable to the Exchange, from each other broker-dealer that sends it 
orders to be designated as Retail Orders that entry of such orders as 
Retail Orders will be in compliance with the requirements of proposed 
Rule 11.21, and (ii) monitor whether Retail Order flow routed on behalf 
of such other broker-dealers continues to meet the applicable 
requirements.\8\
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    \8\ The Exchange or another self-regulatory organization on 
behalf of the Exchange will review an RMO's compliance with these 
requirements through an exam-based review of the RMO's internal 
controls.
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    If the Exchange disapproves a Member's application to be an RMO, 
the Exchange would provide a written notice to the Member. The 
disapproved applicant could appeal the disapproval by the Exchange as 
provided in proposed Rule 11.21(d) and/or reapply for RMO status 90 
days after the disapproval notice is issued by the Exchange. An RMO 
also could voluntarily withdraw from such status at any time by giving 
written notice to the Exchange.
    As described above, under proposed Rule 11.21(b), any Member could 
qualify as an RMO if it conducts a retail business or routes retail 
orders on behalf of another broker-dealer, and Proposed Rule 
11.21(b)(1) makes clear that an RMO that carries retail customer 
accounts on a fully disclosed basis would be considered to conduct a 
retail business for purposes of the rule. The Exchange proposes to 
distinguish an RMO's routing services on behalf of another broker-
dealer from services provided by an RMO that carries retail customer 
accounts on a fully disclosed basis, as described below. As background 
with respect to this aspect of the proposed change, the Exchange first 
would like to describe the terms ``introducing broker'', ``carrying 
firm'' or ``carrying broker-dealer'', and ``fully disclosed,'' as such 
terms are commonly used in the securities industry. An ``introducing'' 
broker-dealer is ``one that has a contractual arrangement with another 
firm, known as the carrying or clearing firm, under which the carrying 
firm agrees to perform certain services for the introducing firm. 
Usually, the introducing firm submits its customer accounts and 
customer orders to the carrying firm, which executes the orders and 
carries the account. The carrying firm's duties include the proper 
disposition of the customer funds and securities after the trade date, 
the custody of customer securities and funds, and the recordkeeping 
associated with carrying customer accounts.'' \9\ Further, a ``fully 
disclosed'' introducing arrangement is ``distinguished from an omnibus 
clearing arrangement where the clearing firm maintains one account for 
all the customer transactions of the introducing firm. In an omnibus 
relationship, the clearing firm does not know the identity of the 
customers of the introducing firm. In a fully disclosed clearing 
arrangement, the clearing firm knows the names, addresses, securities 
positions and other relevant data as to each customer.'' \10\
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    \9\ See Securities Exchange Act Release No. 31511 (Nov. 24, 
1992), 57 FR 56973 (December 2, 1992).
    \10\ Id.
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    With respect to a broker-dealer that is routing on behalf of 
another broker-dealer, the Exchange does not believe that the routing 
broker-dealer has sufficient information to assess whether orders are 
truly retail in nature, and thus, requires an RMO routing on behalf of 
other broker-dealers to maintain additional supervisory procedures and 
obtain annual attestations, as described above, in order to submit 
Retail Orders to the Exchange. In contrast, however, if a broker-dealer 
is carrying a customer account on a fully disclosed basis, then such 
carrying broker-dealer is required to perform certain diligence 
regarding such account that the Exchange believes is sufficient to 
assess whether a customer is a retail customer in order to submit 
orders on behalf of such a customer to the Exchange as a Retail Order. 
The carrying broker of an account typically handles orders from its 
retail customers that are ``introduced'' by an introducing broker. 
However, as noted above, in contrast to a typical routing relationship 
on behalf of another broker-dealer, a carrying broker does obtain a 
significant level of information regarding each customer introduced by 
the introducing broker. Accordingly, the Exchange proposes to state in 
Rule 11.21(b)(1) that for purposes of Rule 11.21, ``conducting a retail 
business shall include carrying retail customer accounts on a fully 
disclosed basis.''
Failure of RMO To Abide by Retail Order Requirements
    Proposed Rule 11.21(c) addresses an RMO's failure to abide by 
Retail Order requirements. If an RMO designates orders submitted to the 
Exchange as Retail Orders and the Exchange determines, in its sole 
discretion, that those orders fail to meet any of the requirements of 
Retail Orders, the Exchange may disqualify a Member from its status as 
an RMO. When disqualification determinations are made, the Exchange 
would provide a written disqualification notice to the Member. A 
disqualified RMO could appeal the disqualification provided in proposed 
Rule 11.21(d) and/or reapply for RMO status 90 days after the 
disqualification notice issued by the Exchange.

[[Page 69673]]

Appeal of Disapproval or Disqualification
    Proposed Rule 11.21(d) provides appeal rights to Members. If a 
Member disputes the Exchange's decision to disapprove it as an RMO 
under proposed Rule 11.21(b) or disqualify it under proposed Rule 
11.21(c), such Member may request, within five business days after 
notice of the decision is issued by the Exchange, that the Retail 
Member Organization Panel (the ``RMO Panel'') review the decision to 
determine if it was correct. The RMO Panel would consist of the 
Exchange's Chief Regulatory Officer (``CRO''), or a designee of the 
CRO, and two officers of the Exchange designated by the Exchange's 
Chief Executive Officer. The RMO Panel would review the facts and 
render a decision within the time frame prescribed by the Exchange. The 
RMO Panel could overturn or modify an action taken by the Exchange and 
all determinations by the RMO Panel would constitute final action by 
the Exchange on the matter at issue.
Implementation
    The Exchange notes that, under the proposed rule change, an order 
involving any Regulation NMS security traded on the Exchange that meets 
the definition of Retail Order would be eligible to be designated as 
such by an RMO. The Exchange also notes that orders designated as 
Retail Orders would only be designated as such to the Exchange and 
would not be designated as such on the Exchange's market data feeds or 
otherwise identifiable as Retail Orders by any market participants or 
the public. Further, the Exchange notes that orders designated as 
Retail Orders would be handled in the exact same way under the 
Exchange's rules as if such orders were not designated as Retail 
Orders. In other words, the designation of an order as a Retail Order 
would not in any way affect the priority or other handling procedures 
applicable to such order under the Exchange's rules.
    The purpose of enabling RMOs to designate orders as Retail Orders 
to the Exchange under the proposed rule change is so the Exchange may 
identify and track orders designated as such, which the Exchange 
believes will be useful for it in considering potential pricing 
modifications to such orders as it continues to evaluate its pricing 
structure following the recent commencement of its operations as a 
national securities exchange. The Exchange further believes that the 
proposed rule change would enable the Exchange to have the appropriate 
mechanisms and processes in place to implement any differentiated 
pricing for Retail Orders if and when the Exchange proposes to do so in 
the future. The Exchange notes that, at some point following the 
adoption and implementation of proposed Rule 11.21 as described in this 
proposed rule change, the Exchange may separately propose to amend its 
fee schedule to adopt a specific fee code for Retail Orders to be 
provided on an RMO's execution reports and/or to provide differentiated 
pricing for Retail Orders, which the Exchange believes would attract 
additional retail order flow to the Exchange, thereby providing the 
benefits of exchange transparency, regulation, and oversight to more 
retail orders. The Exchange believes that the proposed rule change 
would allow it to be organized with the appropriate infrastructure 
(i.e., mechanisms and processes) in advance of any such proposal, and 
as such, would allow the Exchange to more quickly implement any such 
differentiated pricing.
Comparison To Existing Rules of Other Equity Exchanges
    As noted above, proposed Rule 11.21 is substantially similar to and 
based on Cboe BZX Rule 11.25.\11\ Specifically, proposed Rule 11.21 is 
nearly identical to paragraphs (a)-(d) of Cboe BZX Rule 11.25, with the 
only differences being to the name of the RMO Panel, the deletion of a 
defined term not otherwise used in the rule, and that the Exchange's 
Chief Executive Officer, rather than Chief Information Officer, 
designates two officers to serve on the RMO Panel, and otherwise 
differs from Cboe BZX Rule 11.25 only in that such rule contains a 
separate paragraph (e) that allows an RMO to designate a Retail Order 
to be identified as such on Cboe BZX's proprietary data feeds.\12\ As 
noted above, proposed Rule 11.21 would not allow an RMO to designate a 
Retail Order to be identified as such on the Exchange's market data 
feeds.
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    \11\ See supra note 5 [sic].
    \12\ Id.
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    The Exchange further notes that proposed Rule 11.21 is also 
substantially similar to the existing rules of several other equity 
exchanges.\13\ Certain of these exchanges include these rules as part 
of a retail attribution program,\14\ retail liquidity program \15\ or 
retail price improvement program.\16\ However, unlike those programs, 
the Exchange does not propose to attribute retail orders in its market 
data feeds, to adopt any special order handling for Retail Orders or 
orders intended to provide liquidity to Retail Orders, or to adopt any 
mechanics for price improvement for Retail Orders. Instead, as 
described above, the proposed rule change would only enable an RMO to 
designate that their Retail Orders be identified as such to the 
Exchange.
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    \13\ See, e.g., Cboe EDGX Exchange, Inc. (``Cboe EDGX'') Rule 
11.21; Cboe BYX Exchange, Inc. (``Cboe BYX'') Rule 11.24; Nasdaq BX, 
Inc. (``Nasdaq BX'') Rule 4780; NYSE Arca, Inc. (``NYSE Arca'') Rule 
7.44-E.
    \14\ See, e.g., Cboe EDGX Rule 11.21.
    \15\ See, e.g., NYSE Arca Rule 7.44-E.
    \16\ See, e.g., Nasdaq BX Rule 4780.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act, in general, and furthers the objectives 
of Section 6(b)(5) of the Act, in particular, in that it is designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, and to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system. The Exchange believes that the proposed rule change is 
consistent with these principles because it would increase competition 
among execution venues and enable the Exchange to implement future 
pricing changes to encourage the submission of additional Retail Orders 
to the Exchange. The Exchange notes that a significant percentage of 
the orders of retail investors are executed over-the-counter.\17\ The 
Exchange believes that it is appropriate to put in place the mechanisms 
and processes to enable the Exchange to subsequently offer any 
differentiated pricing for Retail Orders as the Exchange believes that 
such pricing could incentivize market participants to bring more retail 
order flow to the Exchange, thereby providing the benefits of exchange 
transparency, regulation, and oversight to more retail orders.
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    \17\ Based on data made available through consolidated data 
feeds (i.e., CTS and UTDF) and OTC data made available by FINRA, 
during the week of August 31, 2020, the volume reported by retail 
wholesalers reporting to the FINRA TRF exceeded 25% of overall 
market volume.
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    The Exchange notes that the proposed rule change is substantially 
similar to paragraphs (a)-(d) of Cboe BXZ Rule 11.25 and the existing 
rules of several other equity exchanges, as described in more detail 
above.\18\ Specifically, proposed Rule 11.21 contains nearly identical 
definitions, standards and qualification procedures as Cboe BZX Rule 
11.25 and the comparable retail order rules of Cboe EDGX, Cboe BYX,

[[Page 69674]]

Nasdaq BX, and NYSE Arca.\19\ However, unlike certain of these 
exchanges' rules, the proposed rule change does not propose to 
attribute retail orders in the Exchange's market data feeds, to adopt 
any special order handling for Retail Orders or orders intended to 
provide liquidity to Retail Orders, or to adopt any mechanics for price 
improvement for Retail Orders, as described above.
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    \18\ See supra notes 5 and 12 [sic].
    \19\ Id.
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    The Exchange also believes its proposed qualification standards and 
review process under proposed Rule 11.21 promote just and equitable 
principles and are not unfairly discriminatory because they are 
designed to ensure that Members are properly qualified as RMOs and only 
designate as Retail Orders those orders that meet the definition of 
Retail Orders under proposed Rule 11.21(a)(1) described above. The 
qualification process proposed herein by the Exchange is not designed 
to permit unfair discrimination, but rather ensure that orders that are 
designated as Retail Orders are, in fact, orders submitted by a retail 
customer that satisfy the proposed definition of Retail Order. Lastly, 
the Exchange notes that these qualification and review provisions are 
nearly identical to those included in the rules of the Cboe BZX, Cboe 
EDGX, Cboe BYX, Nasdaq BX, and NYSE Arca.\20\
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    \20\ Id.
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    The Exchange further believes that distinguishing an RMO's routing 
services on behalf of another broker-dealer from services provided by 
an RMO that carries retail customer accounts on a fully disclosed basis 
in proposed Rule 11.21(b)(1) is designed to prevent fraudulent and 
manipulative acts and practices because it highlights the parties for 
whom additional procedures are required because they do not maintain 
relationships with the end customer (i.e., routing brokers) and still 
requires the RMO to follow such procedures to ensure that such orders 
qualify as Retail Orders. As proposed, however, an RMO would not be 
required to follow such procedures, including obtaining annual 
attestations, to the extent such RMO actually knows the end customer 
and carries the account of such customer and thus can itself confirm 
that the orders qualify as Retail Orders. The Exchange believes that 
this aspect of the proposed rule change will remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because it will allow RMOs that carry retail customer accounts 
to designate Retail Orders as such without imposing additional 
attestation requirements that the Exchange believes are not necessary 
for such RMOs, as described above.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes its proposed rule change would not impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange believes that the 
proposed amendment would not burden intramarket competition because the 
ability to designate Retail Orders to be identified as such to the 
Exchange would be open to all Members that wish to send Retail Orders 
to the Exchange. The Exchange believes the proposed rule change would 
not burden, but rather increase, intermarket competition by permitting 
RMOs to identify orders as Retail Orders when submitted to the 
Exchange, which would ultimately enable the Exchange to better compete 
with other exchanges that offer retail order programs.\21\ As noted 
above, at this time the Exchange is not proposing to attribute retail 
orders in the Exchange's market data feeds, to adopt any special order 
handling for Retail Orders or orders intended to provide liquidity to 
Retail Orders, or to adopt any mechanics for price improvement for 
Retail Orders. Rather, adoption of the proposed rule will enable the 
Exchange to have the appropriate mechanisms and processes in place to 
implement differentiated pricing for Retail Orders if and when the 
Exchange proposes to do so in the future.
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    \21\ See supra notes 5 and 12 [sic].
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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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \22\ and Rule 19b-
4(f)(6) \23\ thereunder.
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4.
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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 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-MEMX-2020-13 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MEMX-2020-13. 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 (http://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 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit

[[Page 69675]]

personal information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MEMX-2020-13 and should be submitted on 
or before November 24, 2020.
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    \24\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-24269 Filed 11-2-20; 8:45 am]
BILLING CODE 8011-01-P


