[Federal Register Volume 88, Number 118 (Wednesday, June 21, 2023)]
[Notices]
[Pages 40361-40364]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-13106]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97724; File No. SR-MEMX-2023-10]


Self-Regulatory Organizations; MEMX LLC; Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Modify the Method 
by Which the Exchange Provides Certain Rebates

June 14, 2023.
    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 June 1, 2023, 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 on June 1, 2023. 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 modify the method by which the Exchange provides the rebate 
under Liquidity Provision Tiers 4, 5, and 6 such that if a Member 
achieves any of the criteria under Liquidity Provision Tiers 4, 5, or 6 
in a given month, it would receive that rebate for that month and in 
the following month. As described further below, this differs from the 
current practice, whereby a Member receives the applicable rebate at 
the end of the month if it achieved the applicable criteria during that 
month, and the process resets the following month.
    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 16% 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 3% of the overall 
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 June 1, 2023. The 
Exchange receives and processes data made available through 
consolidated data feeds (i.e., CTS and UTDF).
    \5\ Id.
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Liquidity Provision Tiers

    The Exchange currently provides a base rebate of $0.0018 per share 
for executions of Added Displayed Volume.\6\ The Exchange also 
currently offers Liquidity Provision Tiers 1-6 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 method by which it 
provides the rebate under Liquidity Provision Tiers 4, 5, and 6, as 
further described below.
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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.
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    With respect to Liquidity Provision Tier 4, the Exchange currently 
provides an enhanced rebate of $0.0029 per share for executions of 
Added Displayed Volume for Members that qualify for such tier by 
achieving: (1) an ADAV \7\ that is equal to or greater than 0.15% of 
the TCV; \8\ or (2) a Displayed ADAV \9\ that is equal to or greater 
than 0.02% of the TCV and a Step-Up Displayed ADAV \10\ of the TCV from 
April 2023 that is equal to or greater than 50% of the Member's April 
2023 Displayed ADAV of the TCV.\11\
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    \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\ As set forth on the Fee Schedule, ``Step-Up Displayed 
ADAV'' means Displayed ADAV in the relevant baseline month 
subtracted from current Displayed ADAV.
    \11\ The pricing for Liquidity Provision Tier 4 is referred to 
by the Exchange on the Fee Schedule under the existing description 
``Added displayed volume, Liquidity Provision Tier 4'' with a Fee 
Code of ``B4'', ``D4'' or ``J4'', as applicable, to be provided by 
the Exchange on the monthly invoices provided to Members.
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    With respect to Liquidity Provision Tier 5, the Exchange currently 
provides an enhanced rebate of $0.0027 per share for executions of 
Added Displayed Volume for Members that qualify for such tier by 
achieving an ADAV that is

[[Page 40362]]

equal to or greater than 0.075% of the TCV.\12\ With respect to 
Liquidity Provision Tier 6, the Exchange currently provides an enhanced 
rebate of $0.0024 per share for executions of Added Displayed Volume 
for Members that qualify for such tier by achieving a Displayed ADAV 
that is equal to or greater than 0.007% of the TCV and has a Step-Up 
Displayed ADAV of the TCV from May 2023 that is equal to or greater 
than 50% of the Member's May 2023 Displayed ADAV of the TCV.\13\
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    \12\ The pricing for Liquidity Provision Tier 5 is referred to 
by the Exchange on the Fee Schedule under the existing description 
``Added displayed volume, Liquidity Provision Tier 5'' with a Fee 
Code of ``B5'', ``D5'' or ``J5'', as applicable, to be provided by 
the Exchange on the monthly invoices provided to Members.
    \13\ The pricing for Liquidity Provision Tier 6 is referred to 
by the Exchange on the Fee Schedule under the existing description 
``Added displayed volume, Liquidity Provision Tier 6'' with a Fee 
Code of ``B6'', ``D6'' or ``J6'', as applicable, to be provided by 
the Exchange on the monthly invoices provided to Members.
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    The Exchange is not proposing to modify the rebates provided or 
qualification criteria of Liquidity Provision Tiers 4, 5, and 6 as 
described above. However, the Exchange now proposes to modify the 
method by which it will provide the rebates under Liquidity Provision 
Tiers 4, 5, and 6 and it will indicate this in a note under the 
Liquidity Provision Tiers pricing table on the Fee Schedule. 
Specifically, the Exchange will note: ``Members that qualify for Tier 
4, 5, or 6 based on activity in a given month will also receive the 
associated Tier 4, 5, or 6 rebate during the following month.'' 
Effectively, this means that if a Member achieves the applicable 
criteria under any of the Liquidity Provision Tiers 4, 5, or 6 during a 
given month, that Member will receive that rebate for the total amount 
of Added Displayed Volume executed during that month and in the 
following month, even if they do not achieve the applicable criteria 
under that same Liquidity Provision Tier during that following month. 
This is different from the current practice, whereby the Exchange 
calculates Members' overall ADAV on a monthly basis, and Members that 
qualify for a Liquidity Provision Tier by achieving the applicable 
criteria receive the applicable enhanced rebate per share for all 
executions of Added Displayed Volume in that previous month. 
Accordingly, Members do not know whether they will receive the enhanced 
rebate at the time of execution, but rather, receive it at the end of 
the month based on their activity during that month.
    To illustrate, the Exchange offers the following example: Under the 
current method, at the end of June 2023, the Exchange would calculate a 
Member's total ADAV for June 2023 and if that Member met either of the 
criteria under Liquidity Provision Tier 4, the Member would receive the 
enhanced rebate of $0.0029 per share for the Added Displayed Volume it 
executed in June 2023. Under the new model, the Exchange will continue 
to calculate a Member's total ADAV at the end of June 2023, and will 
continue to provide $0.0029 per share for the Member's Added Displayed 
execution volume in June 2023, but it will also provide $0.0029 per 
share for the Added Displayed Volume the Member executes in July 2023 
(regardless of the Member's activity in July 2023). Accordingly, in 
this example, the Member will be aware of the rebate it will receive 
under Liquidity Provision Tier 4 during the month of July 2023, 
regardless of what their July 2023 ADAV is, because it is awarded based 
on its June 2023 ADAV. The Exchange notes that although the enhanced 
rebate of $0.0029 per share would be provided to the Member in July of 
2023, if the Member in the example above did not qualify for Liquidity 
Provision Tier 4 based on their July 2023 ADAV, the Member would no 
longer qualify for the enhanced rebate of $0.0029 per share for the 
Added Displayed Volume the Member executes in August 2023.
    The tiered pricing structure for executions of Added Displayed 
Volume under the Liquidity Provision 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, 
primarily in the form of liquidity-adding volume, to the Exchange, 
thereby contributing to a deeper and more liquid market to the benefit 
of all Members and market participants. The Exchange believes that the 
Liquidity Provision Tiers reflect a reasonable and competitive pricing 
structure that is right-sized and consistent with the Exchange's 
overall pricing philosophy of encouraging added and/or displayed 
liquidity. The proposed change does not modify any criteria or rebate 
provided under any of the Liquidity Provision Tiers, rather, it 
modifies the process by which rebates paid under Liquidity Provision 
Tier 4, 5, and 6 are awarded to Members, allowing Members to anticipate 
whether such rebate will apply at the time of execution based on 
whether the criteria was achieved in the prior month. The Exchange 
believes this method will provide Members with additional certainty 
when trading on the Exchange, which in turn, will incentivize Members 
to achieve certain volume thresholds on the Exchange on an ongoing 
basis.
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 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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    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. The Exchange believes the proposal 
continues to reflect 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 (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 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 modification of the way it provides 
the rebate under Liquidity Provision Tiers 4, 5, and 6 is reasonable, 
equitable and not unfairly discriminatory for these same reasons, as 
the tiers continue to provide Members with incremental incentives to 
achieve certain volume thresholds on the Exchange, are available to all 
Members on an equal

[[Page 40363]]

basis, and, as described above, are reasonably designed to encourage 
Members to maintain or increase their order flow to the Exchange with 
an added layer of certainty in the rebate they will receive, if 
applicable.
    The Exchange also believes that the proposed modification is 
appropriate to apply only to Liquidity Provision Tiers 4, 5, and 6 at 
this time given that the enhanced rebates provided under those specific 
Liquidity Provision Tiers (as opposed to Liquidity Provision Tiers 1, 
2, and 3 \16\) are each less than $0.0030 per share, which is the 
standard fee charged by the Exchange for orders that remove liquidity 
and also the highest transaction fee allowed by the Commission under 
Rule 610(c)(1) of Regulation NMS.\17\ The Exchange considers this 
distinction relevant in light of the fact that this is the first time 
the Exchange will be providing rebates in this manner, and as such, 
would like to initiate this change under Liquidity Provision Tiers that 
provide rebates below the aforementioned standard fee for removing 
liquidity. Again, the Exchange believes that the application of its 
methodology of awarding rebates under Liquidity Provision Tiers 4, 5, 
and 6 is reasonable, equitable, and not unfairly discriminatory, as 
there is a legitimate distinction between the rebates provided under 
these Liquidity Provision Tiers as opposed to Liquidity Provision Tiers 
1, 2, and 3, and the opportunity to qualify for the Liquidity Provision 
Tiers is available equally to all Members of the Exchange.
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    \16\ Currently, the rebates provided under Liquidity Provision 
Tiers 1, 2, and 3 are $0.00335, $0.00325, and $0.0031 per share, 
respectively.
    \17\ 17 CFR 242.610.
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    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 \18\ 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.
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    \18\ 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, 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. 
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.'' \19\
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    \19\ See supra note 18.
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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 and/or 
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 change would impose 
any burden on intramarket competition because such change 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. 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 each of the Liquidity 
Provision Tiers is still available to all Members that meet the 
associated volume requirements in any month. 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 16% 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 and processes at those other venues to be more 
favorable. As described above, the proposed change represents a 
competitive proposal through which the Exchange is seeking to 
incentivize market participants to direct additional order flow to the 
Exchange through volume-based tier rebates that are awarded based on a 
prior month's activity, thus allowing Members to have greater certainty 
of the rebate that they will receive when trading on 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 structures and 
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

[[Page 40364]]

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.'' \20\ 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'. . . .''.\21\ 
Accordingly, the Exchange does not believe its proposed rule change 
imposes any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.
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    \20\ Id.
    \21\ 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 \22\ and Rule 19b-4(f)(2) \23\ thereunder.
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    \22\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \23\ 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-2023-10 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-2023-10. 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-2023-10 and should be 
submitted on or before July 12, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-13106 Filed 6-20-23; 8:45 am]
BILLING CODE 8011-01-P


