90136 Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 

40 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

3See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (October 1, 2024), 

available at https://www.cboe.com/us/equities/ 

market_statistics/. 

4See SR–CboeEDGA–2024–045. The Exchange 

previously operated under a ‘‘Taker-Maker’’ model, 

in which the Exchange paid credits to members that 

removed liquidity and assessed fees to those that 

added liquidity. 

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–NYSEAMER–2024–45 and should 

be submitted on or before December 5, 

2024. Rebuttal comments should be 

submitted by December 19, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.40

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26533 Filed 11–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101552; File No. SR– 

CboeEDGA–2024–047] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule To Add a New Member 

Program 

November 7, 2024 

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 November 

1, 2024, Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) proposes to 

amend its Fee Schedule. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/edga/), 

at the Exchange’s Office of the 

Secretary, and at the Commission’s 

Public Reference Room. 

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 amend its 

Fee Schedule to introduce the New 

Member Program (the ‘‘Program’’), 

which offers discounted membership 

fees and logical port fees for up to 12 

months, effective beginning November 

1, 2024. 

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 

that do not have similar self-regulatory 

responsibilities under the Securities 

Exchange Act of 1934 (the ‘‘Act’’), to 

which market participants may direct 

their order flow. Based on publicly 

available information, no single 

registered equities exchange has more 

than 16% of the market share.3 Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow. 

The purpose of this filing is to broadly 

encourage new market participants that 

are not currently members of the 

Exchange to become members by 

discounting certain fixed costs 

associated with Exchange membership. 

By way of background, the Exchange 

currently charges member organizations 

certain fixed costs related to Exchange 

membership, including for example 

membership fees and logical port fees, 

both of which are filed with the 

Commission and set forth in the 

Exchange’s Fee Schedule. Also, by way 

of background, the Exchange recently 

adopted the ‘‘Maker-Taker’’ model 

whereby it pays rebates to members that 

add liquidity and assesses fees to those 

that remove liquidity.4 The Exchange’s 

Fee Schedule sets forth the standard 

rebates and rates applied per share for 

orders that provide and remove 

liquidity, respectively. 

As stated previously, the Exchange 

recently adopted the Maker-Taker 

model. Both the proposal of the Program 

and the Exchange’s adoption of the 

Maker-Taker Model are intended to 

drive liquidity for the Exchange for the 

benefit of market participants. 

Specifically, the Exchange notes that the 

market share of taker-maker exchanges 

has been steadily declining in recent 

years. The Exchange analyzed its 

internal data and found that in 

particular, the market share of inverted 

markets has dropped from 

approximately 8% in April 2020 to 

2.6% in July 2024. Similarly, the 

average monthly notional volume of 

taker-maker exchanges has declined 

from approximately $528.0 billion in 

2021 to an average monthly notional 

volume of $267.4 billion in 2024 (yearto-date). The Exchange believes that 

both the Program and the adoption of 

the Maker-Taker Model will increase the 

Exchange’s market share and bring 

additional liquidity to the Exchange for 

the benefit all participants. 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 90137 

5See Securities Exchange Act Release No. 92493 

(July 26, 2021), 86 FR 41129 (July 30, 2021) (SR– 

CboeEDGX–2021–034). See also Cboe EDGX 

Equities Fee Schedules, Footnote 3, Retail Equities 

Membership Programs. While the Retail Equities 

Membership Program (the ‘‘Affiliate Program’’) does 

offer additional discounts, the Affiliate Program 

only offers these benefits to a narrow scope of 

participants with retail order flow to drive 

participation in a specific customer segment. In the 

Exchange’s case, it is offering the Program broadly 

to new market participants (subject to the below 

eligibility requirements) to work towards greater 

overall liquidity on the Exchange. 

6However, if a Member is pending a voluntary 

termination of rights as a Member pursuant to 

Exchange Rule 2.8 prior to the date any 

Membership Fee for a given year will be assessed, 

and the Member does not utilize the facilities of 

Exchange during such time, then the Member is not 

obligated to pay the annual Membership Fee. 

7Excludes Purge Ports, Multicast PITCH Spin 

Server Ports, GRP Ports, and Certification Logical 

Ports. 

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

9 15 U.S.C. 78f(b)(5). 

10 Id. 

11See SR–CboeEDGA–2024–045. 

Therefore, in addition to the 

Exchange’s adoption of the Maker-Taker 

model, the Exchange proposes to 

introduce the Program, which would 

offer discounts for up to 12 months 

following approval as a new member on 

membership fees and logical port fees 

for new member organizations, subject 

to specific restrictions. These discounts 

would be available to all eligible new 

members for the duration of the 

Program. The Exchange believes that the 

proposed Program would make 

membership easier for a greater number 

of market participants and provide 

increased incentives for firms that are 

not currently Exchange members to 

apply for Exchange membership. The 

Exchange believes that having more 

members trading on the Exchange 

would benefit investors through the 

additional display of liquidity and 

increased execution opportunities on 

the Exchange. 

The Exchange proposes to codify the 

Program as a new paragraph under the 

Membership Fees section of the Fee 

Schedule. The Exchange also notes that 

the Program is similar to a program 

adopted by an affiliated equities 

exchange that similarly provides 

discounts on membership and for new 

members for the similar purpose of 

encouraging new market participants to 

become members of the exchange.5

General Eligibility and Restrictions 

To be eligible to participate in the 

Program, a new member organization 

must not have been approved as an 

Exchange member organization within 

the eighteen (18) months prior to 

approval of its new membership (‘‘New 

Member’’). Eligibility for discounts 

begins in the month that a new 

membership application is approved. A 

New Member is only eligible to enroll 

in the Program once. A New Member 

that is, or becomes, an ‘‘affiliate’’ of an 

existing member organization, defined 

as having at least 75% common 

ownership between the two entities as 

reflected on each entity’s Form BD, is 

ineligible to participate in the Program. 

The Program would automatically 

terminate after the 12th month of 

membership in the Program and the 

discounted fees discussed below will be 

charged to that member at the regular 

rate set forth in the Exchange’s fee 

schedule, as applicable, from that point 

forward. 

Membership Fee 

The Exchange currently assesses a 

yearly Membership Fee of $2,500, 

which is generally assessed at the end 

of each year for membership in the 

following calendar year. For any month 

in which a firm is approved for 

membership with the Exchange after the 

renewal period, the Firm Membership 

Fee is pro-rated beginning on the date 

on which membership is approved. The 

pro-rated fee is calculated based on the 

remaining trading days in that year and 

assessed in the month following 

membership approval. The fee is also 

non-refundable in the event that the 

firm ceases to be a Member following 

the date on which fees are assessed.6

The Exchange proposes to reduce the 

Membership Fee for a New Member by 

waiving the annual Membership Fee in 

its entirety for any New Member. 

Logical Ports 

The Program would next provide 

discounts on its logical port fees. 

Currently, EDGA market participants 

may utilize a variety of logical 

connectivity ports. A logical port 

provides users with the ability within 

the Exchange’s system to accomplish a 

specific function through a connection, 

such as order entry, data receipt, or 

access to information. Currently, the 

Exchange assesses $550 per Logical Port 

per month.7

The Exchange proposes to waive the 

cost of one order entry (FIX or BOE) 

Logical Port (excluding Purge Port, 

Multicast PITCH Spin Server Port, GRP 

Port, and Certification Logical Port) per 

month for New Members for its first 12 

months as a Member. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

section 6(b) of the Act.8 Specifically, the 

Exchange believes the proposed rule 

change is consistent with the section 

6(b)(5) 9 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the section 6(b)(5) 10 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange operates in a highly 

competitive market in which market 

participants can and do move order flow 

or discontinue or reduce use of certain 

categories of products, in response to fee 

changes. As previously discussed, the 

overall market share of exchanges 

offering a taker-maker pricing model has 

significantly declined and the Exchange 

is seeking to bring back market share to 

the Exchange. Moreover, in the current 

competitive market environment, 

market participants also have a choice 

of where to become members. 

Accordingly, the Exchange believes that 

it is reasonable to offer discounted 

membership and certain logical port 

fees for up to 12 months for New 

Members in order to provide an 

incentive for new firms to apply for 

Exchange membership. The Exchange 

believes that providing an incentive for 

firms that are not currently Exchange 

members to apply for membership 

would encourage market participants to 

become members of the Exchange and 

bring additional liquidity to a public 

market (along with the Exchange’s 

adoption of the Maker-Taker model).11

In addition, the Exchange believes that 

the proposal could result in additional 

liquidity to a public exchange, to the 

benefit of all market participants. The 

Exchange believes creating incentives 

and opportunities for new members on 

the Exchange protects investors and the 

public interest by increasing the 

competition and liquidity on a 

transparent public market. 

The Exchange believes that the 

proposal is also equitable and not 

unfairly discriminatory. In the 

prevailing competitive environment, 


ddrumheller on DSK120RN23PROD with NOTICES1
90138 Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 

12See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (October 1, 2024), 

available at https://www.cboe.com/us/equities/ 

market_statistics/. 

13See Securities Exchange Act Release No. 51808 

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

14NetCoalition 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) (SRNYSEArca–2006–21)). 

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

16 17 CFR 240.19b–4(f). 

members, including retail-focused 

members, are free to disfavor Exchange 

membership and the Exchange’s pricing 

if they believe that alternatives offer 

them better value. The proposed 

discounted access to Exchange services 

for up to 12 months do not permit unfair 

discrimination because the proposed 

changes would apply to all similarly 

situated members, who would all 

benefit from the lower and discounted 

fees on an equal basis. Indeed, the 

Exchange believes the proposed 

Program is equitable and not unfairly 

discriminatory because it’s open to all 

eligible New Members. The Exchange 

also believes it’s equitable and not 

unfairly discriminatory to apply the 

Program only to qualifying New 

Members because it is designed to 

encourage new market participants to 

become members on the Exchange that 

may not otherwise do so due in part to 

the costs associated with becoming 

members of an exchange. The Exchange 

additionally notes that while the 

Program is applicable only to New 

Members, the Exchange does not believe 

this application is discriminatory as the 

Exchange believes that additional 

members on the Exchange benefit all 

market participants. 

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. Rather, as 

discussed above, the Exchange believes 

that the proposed changes would 

increase competition by reducing the 

cost of becoming an Exchange member. 

The Exchange believes that additional 

members on the Exchange will enhance 

market quality through the submission 

of additional liquidity to a public 

exchange, thereby promoting market 

depth, price discovery and transparency 

and enhancing order execution 

opportunities for all members. As a 

result, the Exchange believes that the 

proposed changes further 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.’’ 

The Exchange believes the proposed 

rule changes do not impose any burden 

on intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that the proposed 

changes would continue to incentivize 

market participants to become Exchange 

members and direct order flow to the 

Exchange. As discussed above, greater 

liquidity benefits all market participants 

on the Exchange by encouraging market 

participants to become Exchange 

members and send orders to the 

Exchange, thereby providing more 

trading opportunities and contributing 

to robust levels of liquidity on the 

Exchange, which benefits all market 

participants. The proposed fee waivers 

would be available to all similarly 

situated market participants, and, as 

such, the proposed change would not 

impose a disparate burden on 

competition among market participants 

on the Exchange. As noted, the proposal 

would apply to all similarly situated 

New Members on the same and equal 

terms, who would benefit from the 

changes on the same basis. Greater 

overall order flow, trading 

opportunities, and pricing transparency 

benefits all market participants on the 

Exchange by enhancing market quality 

and continuing to encourage Members 

to send orders, thereby contributing 

towards a robust and well-balanced 

market ecosystem. 

Next, the Exchange believes the 

proposed rule changes do not impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

As previously discussed, the Exchange 

operates in a highly competitive market. 

Members have numerous alternative 

venues that they may participate on and 

direct their order flow, including other 

equities exchanges, off-exchange 

venues, and alternative trading systems. 

Additionally, the Exchange represents a 

small percentage of the overall market. 

Based on publicly available information, 

no single equities exchange has more 

than 16% of the market share.12

Therefore, no exchange possesses 

significant pricing power in the 

execution of order flow. Indeed, 

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. Moreover, 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.’’ 13 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, 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’. . . .’’.14 Accordingly, the 

Exchange does not believe its proposed 

fee change imposes 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) 

of the Act 15 and paragraph (f) of Rule 

19b–4 16 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 will 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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 220 / Thursday, November 14, 2024 / Notices 90139 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Rule 1.5(p). 

4Market share percentage calculated as of 

October 30, 2024. The Exchange receives and 

processes data made available through consolidated 

data feeds (i.e., CTS and UTDF). 

5 Id. 

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– 

CboeEDGA–2024–047 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–CboeEDGA–2024–047. 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–CboeEDGA–2024–047 and should 

be submitted on or before December 5, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26414 Filed 11–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101556; File No. SR– 

MEMX–2024–44] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule Concerning Equities 

Transaction Pricing 

November 7, 2024. 

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 October 

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 

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 

immediately. 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) modify the required criteria under 

Liquidity Provision Tier 2; and (ii) 

modify the Cross Asset Tiers by 

eliminating Cross Asset Tiers 1 and 2 

and renaming the current Cross Asset 

Tier 3 as Cross Asset Tier 1, 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 14% of 

the total market share of executed 

volume of equities trading.4 Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow, 

and the Exchange currently represents 

approximately 2% 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. 


ddrumheller on DSK120RN23PROD with NOTICES1