11326 Federal Register / Vol. 89, No. 31 / Wednesday, February 14, 2024 / Notices 

33 15 U.S.C. 78f(b)(7) and 78f(d). 

34 15 U.S.C. 78s(b)(3)(A)(iii). 

35 17 CFR 240.19b–4(f)(6). 

36 17 CFR 240.19b–4(f)(6). 

37 17 CFR 240.19b–4(f)(6)(iii). 

38 15 U.S.C. 78s(b)(2)(B). 

39 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

For the same reasons, the Exchange 

believes that the proposed changes are 

designed to provide a fair procedure for 

the disciplining of members and 

persons associated with members, 

consistent with Sections 6(b)(7) and 6(d) 

of the Act.33 The Exchange believes that 

the proposed rule change provides a fair 

procedure by allowing hearings to 

proceed by video conference not only 

due to public health or safety reasons, 

but also at a party or the parties’ request 

for reasons particular to them. The Chief 

or Deputy Chief Hearing Officer could 

allow a hearing to proceed by video 

conference in the exercise of reasonable 

discretion and subject to procedural 

safeguards that ensure fairness, 

including the requirement that any 

motions be joined by all parties and 

show good cause. Overall, the proposed 

rule change represents a significant step 

toward modernizing disciplinary 

process procedures in a manner that 

preserves in-person hearings but allows 

for the use of video conference 

technology under certain circumstances. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but is rather 

intended solely to create permanent 

rules that would allow video conference 

hearings if OHO determines that 

proceeding in person may endanger the 

health or safety of the participants or 

would be impracticable, or where both 

parties prefer doing so and show good 

cause, thereby providing greater 

harmonization with approved FINRA 

rules. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 34 and Rule 

19b–4(f)(6) thereunder.35 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 36 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),37 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. 

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 38 of the Act 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 rule-comments@

sec.gov. Please include file number SR– 

NYSECHX–2024–04 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–NYSECHX–2024–04. 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–NYSECHX–2024–04 and should be 

submitted on or before March 6, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.39

Dated: February 8, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02978 Filed 2–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99497; File No. SR–MEMX– 

2024–02] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule 

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 January 

31, 2024, MEMX LLC (‘‘MEMX’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 31 / Wednesday, February 14, 2024 / Notices 11327 

3See Exchange Rule 1.5(p). 

4A ‘‘Retail Order’’ means 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 a Retail 

Member Organization (‘‘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. See Exchange Rule 

11.21(a). 

5Market share percentage calculated as of January 

30, 2024. The Exchange receives and processes data 

made available through consolidated data feeds 

(i.e., CTS and UTDF). 6 Id. 

7As 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. 

8As 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. 

9The pricing for the Retail Tier is referred to by 

the Exchange on the Fee Schedule under the 

description ‘‘Added displayed volume, Retail Tier 

1’’ with a Fee Code of ‘‘Br1’’, ‘‘Dr1’’ or ‘‘Jr1’’, as 

applicable, to be provided by the Exchange on the 

monthly invoices provided to Members. 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

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 

February 1, 2024. 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 purpose of the proposed rule 

change is to amend the Fee Schedule to: 

(i) increase the rebate for executions of 

Retail Orders 4 in securities priced 

below $1.00 per share that add 

displayed liquidity to the Exchange 

(such orders, ‘‘Added Displayed SubDollar Retail Volume’’) and make a 

corresponding increase in the rebate 

provided for executions of Added 

Displayed Sub-dollar Retail Volume 

under Retail Tier 1; and (ii) modify 

NBBO Setter Tier 1 by adopting a new 

additive rebate for executions of added 

displayed volume (other than Retail 

Orders) that meet the criteria under 

NBBO Setter Tier 1 and modifying the 

required criteria under such tier, each as 

further described below. 

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 registered equities exchanges, as well 

as a number of alternative trading 

systems and other off-exchange venues, 

to which market participants may direct 

their order flow. Based on publicly 

available information, no single 

registered equities exchange currently 

has more than approximately 15% of 

the total market share of executed 

volume of equities trading.5 Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow, 

and the Exchange currently represents 

approximately 3% of the overall market 

share.6 The Exchange in particular 

operates a ‘‘Maker-Taker’’ model 

whereby it provides rebates to Members 

that add liquidity to the Exchange and 

charges fees to Members that remove 

liquidity from the Exchange. The Fee 

Schedule sets forth the standard rebates 

and fees applied per share for orders 

that add and remove liquidity, 

respectively. Additionally, in response 

to the competitive environment, the 

Exchange also offers tiered pricing, 

which provides Members with 

opportunities to qualify for higher 

rebates or lower fees where certain 

volume criteria and thresholds are met. 

Tiered pricing provides an incremental 

incentive for Members to strive for 

higher tier levels, which provides 

increasingly higher benefits or discounts 

for satisfying increasingly more 

stringent criteria. 

Increase Rebate for Added Displayed 

Sub-Dollar Retail Volume 

Currently, the Exchange provides a 

rebate of 0.075% of the total dollar 

value of the transaction for executions 

of Retail Orders in securities priced 

below $1.00 per share that add 

displayed liquidity to the Exchange 

(such orders, ‘‘Added Displayed SubDollar Retail Volume’’). This rebate is 

applicable to all executions of Added 

Displayed Sub-Dollar Retail Volume and 

is applicable to all Members (including 

those that qualify for any of the 

Exchange’s volume tiers). Now, the 

Exchange proposes to increase the 

rebate provided to Members for all 

executions of Added Displayed SubDollar Retail Volume to 0.15% of the 

total dollar value of the transaction. The 

Exchange also currently offers Retail 

Tier 1, whereby the Exchange provides 

an enhanced rebate of $0.0034 per share 

for executions of Added Displayed 

Retail Volume in securities priced at or 

above $1.00 and 0.075% of the total 

dollar value of the transaction for 

executions of Added Displayed Retail 

Volume in securities priced below $1.00 

for a Member that qualifies for Retail 

Tier 1 by achieving a Retail Order 

ADAV 7 that is equal to or great than 

0.07% of the TCV.8 Given that the 

Exchange is now proposing to increase 

the rebate for all executions of Added 

Displayed Sub-dollar Retail Volume 

from 0.075% of the total dollar value of 

the transaction to 0.15% of the total 

dollar value of the transaction, it follows 

that the rebate provided under Retail 

Tier 1 for executions of Added 

Displayed Sub-Dollar Retail Volume 

should also be increased to 0.15% of the 

transaction. As such, the Exchange is 

similarly proposing to increase the 

rebate provided to Members that qualify 

for Retail Tier 1 to 0.15% of the total 

dollar value of the transaction for 

executions of Added Displayed SubDollar Retail Volume, which again, is 

the same rebate that will be applicable 

to such executions for all Members 

under this proposal.9

The purpose of increasing the rebate 

for executions of Added Displayed SubDollar Retail Volume is for business and 

competitive reasons, as the Exchange 

believes that increasing such rebate 

would incentivize Members to submit 

additional Added Displayed Sub-Dollar 

Retail Volume to the Exchange, which 

the Exchange believes would promote 

price discovery and price formation, 

provide more trading opportunities and 

tighter spreads, and deepen liquidity 

that is subject to the Exchange’s 

transparency, regulation and oversight, 

thereby enhancing market quality to the 

benefit of all Members and investors. 


ddrumheller on DSK120RN23PROD with NOTICES1
11328 Federal Register / Vol. 89, No. 31 / Wednesday, February 14, 2024 / Notices 

10The Exchange notes that orders with Fee Code 

B include orders, other than Retail Orders, that 

establish the NBBO. 

11The Exchange notes that orders with Fee Code 

D include orders that add displayed liquidity to the 

Exchange but that are not Fee Code B or J. Orders 

with Fee Code J include orders, other than Retail 

Orders, that establish a new BBO on the Exchange 

that matches the NBBO first established on an away 

market. Thus, orders with Fee Code B, D or J 

include all orders, other than Retail Orders, that 

add displayed liquidity to the Exchange. The 

pricing for NBBO Setter Tier 1 is referred to by the 

Exchange on the Fee Schedule under the 

description ‘‘NBBO Setter Tier 1’’ with a Fee Code 

of S1 to be appended to the otherwise applicable 

Fee Code assigned by the Exchange on the monthly 

invoices for qualifying executions. 

12 In connection with the proposed changes to 

this tier, the Exchange is proposing to revise the 

note under the NBBO Setter Tier pricing table to 

reflect that the additive rebate under such tier is 

applicable to executions of Added Displayed 

Volume (other than Retail Orders) in securities 

priced at or above $1.00 per share rather than being 

limited to the Fee Code associated with Setter 

Volume. 

13As set forth on the Fee Schedule, ‘‘Step-Up 

ADAV’’ means ADAV in the relevant baseline 

month subtracted from current ADAV. 

14 15 U.S.C. 78f. 

15 15 U.S.C. 78f(b)(4) and (5). 

NBBO Setter Tier 

The Exchange currently offers NBBO 

Setter Tier 1 under which a Member 

may receive an additive rebate of 

$0.0002 per share for executions of 

Added Displayed Volume (other than 

Retail Orders) that establish the NBBO 

(such orders, ‘‘Setter Volume’’) by 

achieving an ADAV with respect to 

orders with Fee Code B10 that is equal 

to or greater than 0.10% of the TCV. The 

Exchange now proposes to modify 

NBBO Setter Tier 1 by adopting a new 

additive rebate under such tier that 

would apply to a qualifying Member’s 

executions of Added Displayed Volume 

(other than Retail Orders) that have a 

Fee Code of D or J, and modifying the 

required criteria under such tier. 

First, the Exchange proposes to adopt 

a new additive rebate under NBBO 

Setter Tier 1 of $0.0001 per share for a 

qualifying Member’s executions of 

Added Displayed Volume with a Fee 

Code of D or J.11 The Exchange is not 

proposing to modify the existing 

additive rebate of $0.0002 per share for 

a Member’s executions of Added 

Displayed Volume (other than Retail 

Orders) that establish the NBBO (i.e. Fee 

Code B), however, the Exchange is 

proposing to add language within the 

NBBO Setter Tier 1 pricing table that 

clarifies which Fee Codes would receive 

which Additive Rebate. Specifically, the 

Exchange will offer an additive rebate of 

$0.0002 per share for a qualifying 

Member’s executions of Added 

Displayed Volume with Fee Code B and 

an additive rebate of $0.0001 per share 

for a qualifying Member’s executions of 

Added Displayed Volume with Fee 

Codes D and J. To summarize, under the 

current proposal, if a Member meets the 

criteria under NBBO Setter Tier 1, that 

Member will now receive the current 

additive rebate of $0.0002 per share on 

all of its executions of Added Displayed 

Volume that establish the NBBO (i.e. 

Fee Code B), as well as a new additive 

rebate of $0.0001 per share on all of its 

executions of Added Displayed volume 

that do not establish the NBBO (i.e. Fee 

Codes D and J).12

Second, the Exchange is proposing to 

modify the required criteria under 

NBBO Setter Tier 1. Currently, a 

Member qualifies for such tier by 

achieving an ADAV with respect to 

orders with a Fee Code B that is equal 

to or greater than 0.10% of the TCV. The 

Exchange proposes to keep this criteria 

intact and adopt an additional (i.e., 

alternative) criteria that a Member may 

achieve in order to qualify for such tier. 

Specifically, the Exchange proposes to 

modify the required criteria such that a 

Member would now qualify for such tier 

by achieving: (i) an ADAV with respect 

to Fee Code B that is equal to or greater 

than 0.10% of the TCV; or (ii) an ADAV 

with respect to orders with Fee Code B 

that is equal to or greater than 0.05% of 

the TCV and a Step-Up ADAV 13 with 

respect to orders with a Fee Code B that 

is equal to or greater than 75% of the 

Member’s December 2023 ADAV with 

respect to orders with a Fee Code B. 

Thus, such proposed change would add 

an alternative criteria that includes a 

lower overall Fee Code B ADAV 

threshold but that also requires a 

Member to increase its Fee Code B 

ADAV above its December 2023 ADAV 

by a specified threshold. Additionally, 

the Exchange is proposing that criteria 

(2) of NBBO Setter Tier 1 will expire no 

later than July 31, 2024, and the 

Exchange will indicate this in a note 

under the NBBO Setter Tier pricing 

table on the Fee Schedule. Again, the 

Exchange notes that it is not proposing 

to change the current additive rebate 

under NBBO Setter Tier 1 that is 

provided in addition to the otherwise 

applicable rebate for executions of 

added displayed volume (other than 

Retail Orders) in securities priced at or 

above $1.00 per share that establish the 

NBBO. 

The purpose of adopting a new 

additive rebate under the NBBO Setter 

Tier 1 that applies to a qualifying 

Member’s executions of Added 

Displayed Volume with Fee Codes D or 

J (in addition to Setter Volume) is, like 

the original purpose of the NBBO Setter 

Tier, to attract aggressively priced 

displayed liquidity to the Exchange, 

which the Exchange believes would 

enhance market quality by increasing 

execution opportunities, tightening 

spreads, and promoting price discovery 

on the Exchange. Additionally, the 

Exchange believes that the additive 

rebate for executions of Added 

Displayed Volume is commensurate 

with the corresponding required criteria 

under such tier and is reasonably 

related to such market quality benefits 

that such tier is designed to achieve. 

The Exchange believes that the 

proposed alternative criteria to NBBO 

Setter Tier 1 provides an incremental 

incentive for Members to strive for 

higher ADAV on the Exchange with 

respect to orders with a Fee Code B to 

receive the corresponding additive 

rebate for executions of Added 

Displayed Volume under such tier, and 

thus, it is designed to encourage 

Members that do not currently qualify 

for such tier to increase their 

aggressively priced, liquidity adding 

orders to the Exchange. The Exchange 

believes that the tier, as proposed, 

would further incentivize increased 

order flow to the Exchange, thereby 

contributing to a deeper and more liquid 

market to the benefit of all market 

participants. The Exchange notes that, 

as the proposed change to the required 

criteria under NBBO Setter Tier 1 

merely provides an alternative criteria 

and does not change the existing 

criteria, the Exchange believes that such 

change would make the tier easier for 

Members to achieve, and, in turn, while 

the Exchange has no way of predicting 

with certainty how the proposed new 

criteria will impact Member activity, the 

Exchange expects that more Members 

will strive to qualify for such tier than 

currently do, resulting in the 

submission of additional order flow to 

the Exchange. 

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. 

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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 31 / Wednesday, February 14, 2024 / Notices 11329 

16Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

17See, e.g., the MIAX Pearl LLC equities trading 

fee schedule on its public website (available at: 

https://www.miaxglobal.com/markets/us-equities/ 

pearl-equities/fees) which reflects a standard rebate 

of 0.15% of the total dollar value of executions that 

add liquidity in displayed Retail Orders; and the 

NYSE Arca equities trading fee schedule (at: https:// 

www.nyse.com/publicdocs/nyse/markets/nyse-arca/ 

NYSE_Arca_Marketplace_Fees.pdf) which reflects a 

standard rebate of 0.05% of the total dollar value 

of executions in Retail Orders that add liquidity. 

18 15 U.S.C. 78f(b)(4) and (5). 

19See supra note 16. 

excessive or incentives to be 

insufficient, and the Exchange 

represents only a small percentage of 

the overall market. The Commission and 

the courts have repeatedly expressed 

their preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. In Regulation NMS, 

the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and also recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 16

The Exchange believes that the evershifting 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 Added Displayed Volume and SubDollar Retail Volume, 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, liquidity-adding, NBBO 

Setting and/or Retail 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 believes that the 

proposed change to increase the rebate 

provided for all executions of Added 

Displayed Sub-Dollar Retail Volume, 

including those that meet the criteria 

under Retail Tier 1, is reasonable 

because it is designed to incentivize 

Members to submit additional displayed 

liquidity-adding Retail Orders to the 

Exchange, which would enhance 

liquidity on the Exchange and promote 

price discovery and price formation. 

The Exchange further believes the 

proposed increased rebate is reasonable 

and appropriate because it is 

comparable to and competitive with the 

rebates provided by other exchanges for 

executions of added displayed volume 

in Retail Orders in securities priced 

below $1.00 per share.17 The Exchange 

further believes the proposed rebate for 

executions of Added Displayed SubDollar Retail Volume is equitable and 

not unfairly discriminatory, as such 

rebate will apply equally to all Members 

submitting Retail Orders to the 

Exchange. 

The Exchange notes that volumebased incentives and discounts have 

been widely adopted by exchanges, 

including the Exchange, and are 

reasonable, equitable and not unfairly 

discriminatory because they are open to 

all members on an equal basis and 

provide additional benefits or discounts 

that are reasonably related to the value 

to an exchange’s market quality 

associated with higher levels of market 

activity, such as higher levels of 

liquidity provision and/or growth 

patterns, and the introduction of higher 

volumes of orders into the price and 

volume discovery process. The 

Exchange believes that NBBO Setter 

Tier 1 as modified by the changes 

proposed herein is reasonable, equitable 

and not unfairly discriminatory for 

these same reasons, as such tier would 

provide Members with an incremental 

incentive to achieve certain volume 

thresholds on the Exchange, is available 

to all Members on an equal basis, and, 

as described above, is designed to 

encourage Members to maintain or 

increase their order flow, including in 

the form of displayed, liquidity-adding 

NBBO setting orders, to the Exchange in 

order to qualify for an additive rebate 

for executions of Added 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 tier 

reflects a reasonable and equitable 

allocation of fees and rebates, as the 

Exchange believes that the additive 

rebate for executions of Added 

Displayed Volume under the proposed 

NBBO Setter Tier 1 remains 

commensurate with the corresponding 

required criteria under such tier and is 

reasonably related to the market quality 

benefits that such tier is designed to 

achieve, as described above. 

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. As described more fully below 

in the Exchange’s statement regarding 

the burden on competition, the 

Exchange believes that its transaction 

pricing is subject to significant 

competitive forces, and that the 

proposed fees and rebates described 

herein are appropriate to address such 

forces. 

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, including displayed, liquidityadding, NBBO setting and Retail orders, 

to the Exchange, thereby enhancing 

liquidity and market quality on the 

Exchange to the benefit of all Members 

and market participants, as well as to 

generate additional revenue in a manner 

that is still consistent with the 

Exchange’s overall pricing philosophy 

of encouraging added displayed 

liquidity. 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

Intramarket Competition 

As discussed above, the Exchange 

believes that the proposal would 

incentivize Members to submit 

additional order flow, including 

displayed, liquidity-adding, aggressively 

priced displayed orders that establish 

the NBBO Setting, and/or Retail orders 

to the Exchange, thereby enhancing 

liquidity and market quality on the 

Exchange to the benefit of all Members, 

as well as enhancing the attractiveness 

of the Exchange as a trading venue, 

which the Exchange believes, in turn, 


ddrumheller on DSK120RN23PROD with NOTICES1
11330 Federal Register / Vol. 89, No. 31 / Wednesday, February 14, 2024 / Notices 

20See supra note 16. 

21NetCoalition 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)). 

22 15 U.S.C. 78f(b)(8). 

23 15 U.S.C. 78s(b)(3)(A)(ii). 

24 17 CFR 240.19b–4(f)(2). 

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 to increase the 

rebate for all executions of Added 

Displayed Sub-Dollar Retail Volume, 

including those that meet the criteria 

under Retail Tier 1, would impose any 

burden on intramarket competition 

because such change will apply to all 

Members uniformly, in that the 

proposed rebate for such executions 

would be the rebate applicable to all 

Members. The opportunity to qualify for 

the proposed NBBO Setter Tier 1, and 

thus receive the proposed additive 

rebate for executions of Added 

Displayed Volume under such tier, 

would be 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 

15% 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 Added Displayed Sub-Dollar Retail 

Volume and Setter Volume, and market 

participants can readily choose to send 

their orders to other exchange and offexchange venues if they deem fee levels 

at those other venues to be more 

favorable. As described above, the 

proposed changes represent a 

competitive proposal through which the 

Exchange is seeking to generate 

additional revenue with respect to its 

transaction pricing and to encourage the 

submission of additional order flow to 

the Exchange through volume-based 

tiers, which have been widely adopted 

by exchanges, including the Exchange. 

Accordingly, the Exchange believes the 

proposal would not burden, but rather 

promote, intermarket competition by 

enabling it to better compete with other 

exchanges that offer similar pricing 

incentives to market participants. 

Additionally, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 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 brokerdealers 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 

pricing changes impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the accordance with Section 

6(b)(8) of the Act,22 the Exchange 

believes that the proposed rule change 

will not impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

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 23 and Rule 

19b–4(f)(2) 24 thereunder. 

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 rule-comments@

sec.gov. Please include file number SR– 

MEMX–2024–02 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–2024–02. 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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 31 / Wednesday, February 14, 2024 / Notices 11331 

25 17 CFR 200.30–3(a)(12). 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–MEMX–2024–02 and should be 

submitted on or before March 6, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Dated: February 8, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–02980 Filed 2–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

Military Reservist Economic Injury 

Disaster Loans; Interest Rate for 

Second Quarter Fiscal Year 2024 

AGENCY: Small Business Administration. 

ACTION: Notice. 

SUMMARY: This is a notice of the Military 

Reservist Economic Injury Disaster 

Loans interest rate for loans approved 

on or after January 29, 2024. 

DATES: Issued on February 6, 2024. 

FOR FURTHER INFORMATION CONTACT: 

Robert Blocker, Office of Financial 

Assistance, U.S. Small Business 

Administration, 409 3rd Street SW, 

Suite 6050, Washington, DC 20416, 

(202) 619–0477. 

SUPPLEMENTARY INFORMATION: The Small 

Business Administration publishes an 

interest rate for Military Reservist 

Economic Injury Disaster Loans (13 CFR 

123.512) on a quarterly basis. The 

interest rate will be 4.000 for loans 

approved on or after January 29, 2024. 

Robert Blocker, 

Chief, Disaster Loan Policy Division, Office 

of Financial Assistance. 

[FR Doc. 2024–02981 Filed 2–13–24; 8:45 am] 

BILLING CODE 8026–09–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #20187; OREGON 

Disaster Number OR–20000 Declaration of 

Economic Injury] 

Administrative Declaration of an 

Economic Injury Disaster for the State 

of Oregon 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a notice of an 

Economic Injury Disaster Loan (EIDL) 

declaration for the State of Oregon dated 

02/08/2024. 

Incident: Winter Ice Storm. 

Incident Period: 01/12/2024 through 

01/20/2024. 

DATES: Issued on 02/08/2024. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 11/08/2024. 

ADDRESSES: Visit the MySBA Loan 

Portal at https://lending.sba.gov to 

apply for a disaster assistance loan. 

FOR FURTHER INFORMATION CONTACT: 

Alan Escobar, Office of Disaster 

Recovery & Resilience, U.S. Small 

Business Administration, 409 3rd Street 

SW, Suite 6050, Washington, DC 20416, 

(202) 205–6734. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

Administrator’s EIDL declaration, 

applications for disaster loans may be 

submitted online using the MySBA 

Loan Portal https://lending.sba.gov or 

other locally announced locations. 

Please contact the SBA disaster 

assistance customer service center by 

email at disastercustomerservice@

sba.gov or by phone at 1–800–659–2955 

for further assistance. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties: Clackamas, Clatsop, 

Lane, Lincoln, Multnomah, 

Washington. 

Contiguous Counties: 

Oregon: Benton, Columbia, Deschutes, 

Douglas, Hood River, Klamath, 

Linn, Marion, Polk, Tillamook, 

Wasco, Yamhill. 

Washington: Clark, Pacific, Skamania, 

Wahkiakum. 

The Interest Rates are: 

Percent 

Business and Small Agricultural 

Cooperatives without Credit 

Available Elsewhere .................. 4.000 

Non-Profit Organizations without 

Credit Available Elsewhere ....... 3.250 

The number assigned to this disaster 

for economic injury is 201870. 

The States which received an EIDL 

Declaration are Oregon, Washington. 

(Catalog of Federal Domestic Assistance 

Number 59008) 

Isabella Guzman, 

Administrator. 

[FR Doc. 2024–03016 Filed 2–13–24; 8:45 am] 

BILLING CODE 8026–09–P 

SOCIAL SECURITY ADMINISTRATION 

[Docket No. SSA–2023–0021] 

Privacy Act of 1974; Matching Program 

AGENCY: Social Security Administration 

(SSA). 

ACTION: Notice of a new matching 

program. 

SUMMARY: In accordance with the 

provisions of the Privacy Act, as 

amended, this notice announces a new 

matching program with the Office of 

Personnel Management (OPM). Under 

this matching program, OPM will 

provide SSA with civil service benefit 

and payment data. This disclosure will 

provide SSA with information necessary 

to verify an individual’s selfcertification of eligibility for the Extra 

Help with Medicare Prescription Drug 

Plan Costs program (Extra Help). It will 

also enable SSA to identify individuals 

who may qualify for Extra Help as part 

of the agency’s Medicare outreach 

efforts. 

DATES: The deadline to submit 

comments on the proposed matching 

program is March 15, 2024. 

The matching program will be 

applicable on March 14, 2024, or once 

a minimum of 30 days after publication 

of this notice has elapsed, whichever is 

later. The matching program will be in 

effect for a period of 18 months. 

ADDRESSES: You may submit comments 

by any one of three methods—internet, 

fax, or mail. Do not submit the same 

comments multiple times or by more 

than one method. Regardless of which 

method you choose, please state that 

your comments refer to Docket No. 

SSA–2023–0021 so that we may 

associate your comments with the 

correct regulation. 

Caution: You should be careful to 

include in your comments only 


ddrumheller on DSK120RN23PROD with NOTICES1