21232 Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 

16See supra Item II. 

17See FINRA Filing, 86 FR 16262, 16264 (noting 

the same in granting FINRA’s request to waive the 

30-day operative delay so that SR–FINRA–2022– 

004 would become operative immediately upon 

filing). 

18See supra note 6. 

19See supra note 4. As noted above, the Exchange 

states that if it requires temporary relief from the 

rule requirements identified in this proposal 

beyond July 31, 2022, it may submit a separate rule 

filing to extend the effectiveness of the temporary 

relief under these rules. 

20For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

21 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). 

filing. The Exchange has indicated that 

the proposed rule change to extend the 

expiration date will continue to prevent 

unnecessary impediments to its 

operations, including its critical 

adjudicatory processes, and its ability to 

fulfill its statutory obligations to protect 

investors and maintain fair and orderly 

markets that would otherwise result if 

the temporary amendments were to 

expire on March 31, 2022.16

Importantly, extending the temporary 

relief provided in SR–Phlx–2020–53 

immediately upon filing and without a 

30-day operative delay will allow the 

Exchange to continue critical 

adjudicatory and review processes in a 

reasonable and fair manner and meet its 

critical investor protection goals, while 

also following best practices with 

respect to the health and safety of its 

employees.17 The Commission also 

notes that this proposal extends without 

change the temporary relief previously 

provided by SR–Phlx–2020–53.18 As 

proposed, the temporary changes would 

be in place through July 31, 2022 and 

the amended rules will revert back to 

their original state at the conclusion of 

the temporary relief period and, if 

applicable, any extension thereof.19 For 

these reasons, the Commission believes 

that waiver of the 30-day operative 

delay for this proposal is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.20

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

Phlx–2022–15 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–Phlx–2022–15. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–Phlx– 

2022–15 and should be submitted on or 

before May 2, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–07626 Filed 4–8–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94614; File No. SR–MEMX– 

2022–03] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the Exchange’s Fee 

Schedule To Adopt Market Data Fees 

April 5, 2022. 

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 March 24, 

2022, 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 and nonMembers (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 April 1, 2022. 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 


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Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 21233 

4See MEMX Rule 13.8(a). 

5See Market Data Definitions under the proposed 

MEMX Fee Schedule. The Exchange also proposes 

to adopt a definition for ‘‘Distributor’’, which would 

mean any entity that receives an Exchange Data 

product directly from the Exchange or indirectly 

through another entity and then distributes 

internally or externally to a third party. 

6See Market Data Definitions under the proposed 

MEMX Fee Schedule. 

7The Exchange proposes to define a Trading 

Platform as ‘‘any execution platform operated as or 

by a registered National Securities Exchange (as 

defined in Section 3(a)(1) of the Exchange Act), an 

Alternative Trading System (as defined in Rule 

300(a) of Regulation ATS), or an Electronic 

Communications Network (as defined in Rule 

600(b)(23) of Regulation NMS).’’ See Market Data 

Definitions under the proposed MEMX Fee 

Schedule. 

8See Market Data Definitions under the proposed 

MEMX Fee Schedule. 

9Non-Display Usage not by Trading Platforms 

would include trading uses such as high frequency 

or algorithmic trading as well as any trading in any 

asset class, automated order or quote generation 

and/or order pegging, price referencing for smart 

order routing, operations control programs, 

investment analysis, order verification, surveillance 

programs, risk management, compliance, and 

portfolio management. 

10The Exchange proposes to adopt note 1 to the 

proposed Market Data fees table, which would 

make clear to subscribers that use of the data for 

multiple non-display purposes or operate more than 

one Trading Platform would only be charged once 

per category per month. Thus, the footnote makes 

clear that each fee applicable to Non-Display Usage 

is charged per subscriber (e.g., a Firm) and that each 

of the fees represents the maximum charge per 

month per subscriber regardless of the number of 

non-display uses and/or Trading Platforms operated 

by the subscriber, as applicable. 

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 

Background 

The purpose of the proposed rule 

change is to amend the Fee Schedule to 

adopt fees the Exchange will charge to 

Members and non-Members for each of 

its three proprietary market data feeds, 

namely MEMOIR Depth, MEMOIR Top, 

and MEMOIR Last Sale (collectively, the 

‘‘Exchange Data Feeds’’). As set forth 

below, the Exchange believes that the 

proposed fees are fair and reasonable 

and has based its proposal on the fact 

that competitive forces exist with 

respect to the Exchange Data Feeds, a 

comparison to competitor pricing, as 

well as a cost analysis intended to 

provide transparency to the Commission 

and to the industry at large. The 

Exchange is proposing to implement the 

proposed fees on April 1, 2022. 

Before setting forth the additional 

details regarding the existence of 

competitive forces, the comparison to 

competitor pricing and the Exchange’s 

cost analysis for transparency purposes, 

immediately below is a description of 

the proposed fees. 

Proposed Market Data Pricing 

The Exchange offers three separate 

data feeds to subscribers—MEMOIR 

Depth, MEMOIR Top and MEMOIR Last 

Sale. The proposed pricing for each of 

these products is set forth below. 

MEMOIR Depth 

The MEMOIR Depth feed is a MEMXonly market data feed that contains all 

displayed orders for securities trading 

on the Exchange (i.e., top and depth-ofbook order data), order executions (i.e., 

last sale data), order cancellations, order 

modifications, order identification 

numbers, and administrative messages.4

The Exchange proposes to charge each 

of the fees set forth below for MEMOIR 

Depth. 

1. Internal Distribution Fee. For the 

receipt of access to the MEMOIR Depth 

feed, the Exchange proposes to charge 

$1,500 per month. This proposed access 

fee would be charged to any data 

recipient that receives a data feed of the 

MEMOIR Depth feed for purposes of 

internal distribution (i.e., an ‘‘Internal 

Distributor’’). The Exchange proposes to 

define an Internal Distributor as ‘‘a 

Distributor that receives an Exchange 

Data product and then distributes that 

data to one or more data recipients 

within the Distributor’s own 

organization.’’ 5 The proposed access fee 

for internal distribution will be charged 

only once per month per subscribing 

entity (‘‘Firm’’). The Exchange notes 

that it has proposed to use the phrase 

‘‘own organization’’ in the definition of 

Internal Distributor and External 

Distributor because a Firm will be 

permitted to share data received from an 

Exchange Data product to other legal 

entities affiliated with the Firm that 

have been disclosed to the Exchange 

without such distribution being 

considered external to a third party. For 

instance, if a company has multiple 

affiliated broker-dealers under the same 

holding company, that company could 

have one of the broker-dealers or a nonbroker-dealer affiliate subscribe to an 

Exchange Data product and then share 

the data with other affiliates that have 

a need for the data. This sharing with 

affiliates would not be considered 

external distribution to a third party but 

instead would be considered internal 

distribution to data recipients within 

the Distributor’s own organization. 

2. External Distribution Fee. For 

redistribution of the MEMOIR Depth 

feed, the Exchange proposes to establish 

an access fee of $2,500 per month. The 

proposed redistribution fee would be 

charged to any External Distributor of 

the MEMOIR Depth feed, which would 

be defined to mean ‘‘a Distributor that 

receives an Exchange Data product and 

then distributes that data to a third party 

or one or more data recipients outside 

the Distributor’s own organization.’’ 6

The proposed access fee for external 

distribution will be charged only once 

per month per Firm. As noted above, 

while a Firm will be permitted to share 

data received from an Exchange Data 

product to other legal entities affiliated 

with the Firm that have been disclosed 

to the Exchange without such 

distribution being considered external 

to a third party, if a Firm distributes 

data received from an Exchange Data 

product to an unaffiliated third party 

that would be considered distribution to 

data recipients outside the Distributor’s 

own organization and the access fee for 

external distribution would apply. 

3. Non-Display Use Fees. The 

Exchange proposes to establish separate 

non-display fees for usage by Trading 

Platforms and other Users (i.e., not by 

Trading Platforms).7 Non-Display Usage 

would be defined to mean ‘‘any method 

of accessing an Exchange Data product 

that involves access or use by a machine 

or automated device without access or 

use of a display by a natural person or 

persons.’’ 8 For Non-Display Usage of 

the MEMOIR Depth feed not by Trading 

Platforms, the Exchange proposes to 

establish a fee of $1,500 per month.9 For 

Non-Display Usage of the MEMOIR 

Depth feed by Trading Platforms, the 

Exchange proposes to establish a fee of 

$4,000 per month. The proposed fees for 

Non-Display Usage will be charged only 

once per category per Firm.10 In other 

words, with respect to Non-Display 

Usage Fees, a Firm that uses MEMOIR 

Depth for non-display purposes but 

does not operate a Trading Platform 

would pay $1,500 per month, a Firm 

that uses MEMOIR Depth in connection 

with the operation of one or more 

Trading Platforms (but not for other 

purposes) would pay $4,000 per month, 

and a Firm that uses MEMOIR Depth for 

non-display purposes other than 

operating a Trading Platform and for the 

operation of one or more Trading 

Platforms would pay $5,500 per month. 

4. User Fees. The Exchange proposes 

to charge a Professional User Fee (per 

User) of $30 per month and a NonProfessional User Fee (per User) of $3 

per month. The proposed User fees 

would apply to each person that has 

access to the MEMOIR Depth feed for 


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21234 Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 

11See MEMX Rule 13.8(b). The Exchange notes 

that it will file a separate rule proposal to modify 

paragraph (b) of Rule 13.8 to remove reference to 

execution information as included in the MEMOIR 

Top feed, as execution information is not presently 

included in such feed. 

12The Exchange notes that while it is not 

differentiating Professional and Non-Professional 

Users based on fees (in that it is proposing the same 

fee for such Users) for this data feed, and thus will 

not audit Firms based on this distinction, it will 

request reporting of each distinct category for 

informational purposes. 13See MEMX Rule 13.8(c). 

displayed usage. Thus, each 

Distributor’s count will include every 

individual that accesses the data 

regardless of the purpose for which the 

individual uses the data. Internal 

Distributors and External Distributors of 

the MEMX Depth feed must report all 

Professional and Non-Professional Users 

in accordance with the following: 

• In connection with a Distributor’s 

distribution of the MEMOIR Depth feed, 

the Distributor must count as one User 

each unique User that the Distributor 

has entitled to have access to the 

MEMOIR Depth feed. 

• Distributors must report each 

unique individual person who receives 

access through multiple devices or 

multiple methods (e.g., a single User has 

multiple passwords and user 

identifications) as one User. 

• If a Distributor entitles one or more 

individuals to use the same device, the 

Distributor must include only the 

individuals, and not the device, in the 

count. Thus, Distributors would not be 

required to report User device counts 

associated with a User’s display use of 

the data feed. 

5. Enterprise Fee. Other than the 

Digital Media Enterprise Fee described 

below, the Exchange is not proposing to 

adopt an Enterprise Fee for the 

MEMOIR Depth feed at this time. 

6. Digital Media Enterprise Fee. As an 

alternative to User fees, a recipient Firm 

may purchase a monthly Digital Media 

Enterprise license to receive MEMOIR 

Depth for distribution to an unlimited 

number of Users for viewing via 

television, websites, and mobile devices 

for informational and non-trading 

purposes only. The Exchange proposes 

to establish a fee of $5,000 per month 

for a Digital Media Enterprise license to 

the MEMOIR Depth feed. 

MEMOIR Top 

The MEMOIR Top feed is a MEMXonly market data feed that contains top 

of book quotations based on equity 

orders entered into the System.11 The 

Exchange proposes to charge each of the 

fees set forth below for MEMOIR Top. 

1. Internal Distribution Fee. For the 

receipt of access to the MEMOIR Top 

feed, the Exchange proposes to charge 

$750 per month. This proposed access 

fee would be charged to any data 

recipient that receives a data feed of the 

MEMOIR Top feed for purposes of 

internal distribution (i.e., an Internal 

Distributor). The proposed access fee for 

internal distribution will be charged 

only once per month per Firm. 

2. External Distribution Fee. For 

redistribution of the MEMOIR Top feed, 

the Exchange proposes to establish an 

access fee of $2,000 per month. The 

proposed redistribution fee would be 

charged to any External Distributor of 

the MEMOIR Top feed. The proposed 

access fee for external distribution will 

be charged only once per month per 

Firm. 

3. Non-Display Use Fees. The 

Exchange does not propose to establish 

non-display fees for usage by Trading 

Platforms or other Users with respect to 

MEMOIR Top. 

4. User Fees. The Exchange proposes 

to charge a Professional User Fee (per 

User) of $0.01 per month and a NonProfessional User Fee (per User) of $0.01 

per month. The proposed User fees 

would apply to each person that has 

access to the MEMOIR Top feed that is 

provided by an External Distributor for 

displayed usage. The Exchange does not 

propose any per User fees for internal 

distribution of the MEMOIR Top feed. 

Each External Distributor’s count will 

include every individual that accesses 

the data regardless of the purpose for 

which the individual uses the data. 

External Distributors of the MEMOIR 

Top feed must report all Professional 

and Non-Professional Users 12 in 

accordance with the following: 

• In connection with an External 

Distributor’s distribution of the 

MEMOIR Top feed, the Distributor must 

count as one User each unique User that 

the Distributor has entitled to have 

access to the MEMOIR Top feed. 

• External Distributors must report 

each unique individual person who 

receives access through multiple 

devices or multiple methods (e.g., a 

single User has multiple passwords and 

user identifications) as one User. 

• If an External Distributor entitles 

one or more individuals to use the same 

device, the Distributor must include 

only the individuals, and not the device, 

in the count. Thus, Distributors would 

not be required to report User device 

counts associated with a User’s display 

use of the data feed. 

5. Enterprise Fee. As an alternative to 

User fees, a recipient Firm may 

purchase a monthly Enterprise license 

to receive MEMOIR Top for distribution 

to an unlimited number of Professional 

and Non-Professional Users. The 

Exchange proposes to establish a fee of 

$10,000 per month for an Enterprise 

license to the MEMOIR Top feed. 

6. Digital Media Enterprise Fee. As an 

alternative to User fees, a recipient Firm 

may purchase a monthly Digital Media 

Enterprise license to receive MEMOIR 

Top for distribution to an unlimited 

number of Users for viewing via 

television, websites, and mobile devices 

for informational and non-trading 

purposes only. The Exchange proposes 

to establish a fee of $2,000 per month 

for a Digital Media Enterprise license to 

the MEMOIR Top feed. 

MEMOIR Last Sale 

The MEMOIR Last Sale feed is a 

MEMX-only market data feed that 

contains only execution information 

based on equity orders entered into the 

System.13 The Exchange proposes to 

charge each of the fees set forth below 

for MEMOIR Last Sale. 

1. Internal Distribution Fee. For the 

receipt of access to the MEMOIR Last 

Sale feed, the Exchange proposes to 

charge $500 per month. This proposed 

access fee would be charged to any data 

recipient that receives a data feed of the 

MEMOIR Last Sale feed for purposes of 

internal distribution (i.e., an Internal 

Distributor). The proposed access fee for 

internal distribution will be charged 

only once per month per Firm. 

2. External Distribution Fee. For 

redistribution of the MEMOIR Last Sale 

feed, the Exchange proposes to establish 

an access fee of $2,000 per month. The 

proposed redistribution fee would be 

charged to any External Distributor of 

the MEMOIR Last Sale feed. The 

proposed access fee for external 

distribution will be charged only once 

per month per Firm. 

3. Non-Display Use Fees. The 

Exchange does not propose to establish 

separate non-display fees for usage by 

Trading Platforms or other Users with 

respect to MEMOIR Last Sale. 

4. User Fees. The Exchange proposes 

to charge a Professional User Fee (per 

User) of $0.01 per month and a NonProfessional User Fee (per User) of $0.01 

per month. The proposed User fees 

would apply to each person that has 

access to the MEMOIR Last Sale feed 

that is provided by an External 

Distributor for displayed usage. The 

Exchange does not propose any per User 

fees for internal distribution of the 

MEMOIR Last Sale feed. Each External 

Distributor’s count will include every 

individual that accesses the data 

regardless of the purpose for which the 

individual uses the data. External 

Distributors of the MEMOIR Last Sale 


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Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 21235 

14See supra note 12. 

15See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

(S7–10–04) (Final Rule) (‘‘Regulation NMS 

Adopting Release’’). 

16See Securities Exchange Act Release No. 51808, 

84 FR 5202, 5253 (February 20, 2019) (File No. S7– 

05–18) (Transaction Fee Pilot for NMS Stocks Final 

Rule) (‘‘Transaction Fee Pilot’’). 

17See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at: http://

markets.cboe.com/us/equities/market_share/. See 

generally https://www.sec.gov/fast-answers/ 

divisionsmarketregmrexchangesshtml.html. 

18See FINRA ATS Transparency Data, available 

at https://otctransparency.finra.org/ 

otctransparency/AtsData. A list of alternative 

trading systems registered with the Commission is 

available at: https://www.sec.gov/foia/docs/ 

atslist.htm. 

19Market share percentage calculated as of 

February 1, 2022. The Exchange receives and 

processes data made available through consolidated 

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

20See id. 

21See Cboe Global Markets NBBO Quote Market 

Share Statistics, available at: https://

www.cboe.com/us/equities/market_statistics/. In 

February 2022, NBBO Quote Market Share of the 

largest six equities exchanges was as follows: NYSE 

Arca 18.5%, Nasdaq 17.32%, NYSE 12.6%, BZX 

11.02%, MEMX 10.14%, EDGX 8.71%. The 

remaining ten equities exchanges have NBBO Quote 

Market Share below 5%. 

feed must report all Professional and 

Non-Professional Users 14 in accordance 

with the following: 

• In connection with an External 

Distributor’s distribution of the 

MEMOIR Last Sale feed, the Distributor 

must count as one User each unique 

User that the Distributor has entitled to 

have access to the MEMOIR Last Sale 

feed. 

• External Distributors must report 

each unique individual person who 

receives access through multiple 

devices or multiple methods (e.g., a 

single User has multiple passwords and 

user identifications) as one User. 

• If an External Distributor entitles 

one or more individuals to use the same 

device, the Distributor must include 

only the individuals, and not the device, 

in the count. Thus, Distributors would 

not be required to report User device 

counts associated with a User’s display 

use of the data feed. 

5. Enterprise Fee. As an alternative to 

User fees, a recipient Firm may 

purchase a monthly Enterprise license 

to receive MEMOIR Last Sale for 

distribution to an unlimited number of 

Professional and Non-Professional 

Users. The Exchange proposes to 

establish a fee of $10,000 per month per 

Firm for an Enterprise license to the 

MEMOIR Last Sale feed. 

6. Digital Media Enterprise Fee. As an 

alternative to User fees, a recipient Firm 

may purchase a monthly Digital Media 

Enterprise license to receive MEMOIR 

Last Sale for distribution to an 

unlimited number of Users for viewing 

via television, websites, and mobile 

devices for informational and nontrading purposes only. The Exchange 

proposes to establish a fee of $2,000 per 

month per Firm for a Digital Media 

Enterprise license to the MEMOIR Last 

Sale feed. 

Additional Discussion—Competitive 

Forces 

The Commission has repeatedly 

expressed its 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.’’ 15 As 

the Commission itself recognized, the 

market for trading services in NMS 

stocks has become ‘‘more fragmented 

and competitive.’’ 16 Indeed, equity 

trading is currently dispersed across 16 

exchanges,17 31 alternative trading 

systems,18 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. 

The recent growth of MEMX’s market 

share demonstrates the competitive 

marketplace in which the Exchange 

operates. The Exchange launched in 

September 2020 and slowly grew over 

the next several months as it completed 

its staged rollout intended to ensure 

market stability. In January 2021, the 

Exchange averaged approximately 0.6% 

of consolidated trading volume.19 The 

Exchange experienced significant 

growth every month from February 2021 

to December 2021 and ended 2021 with 

market share of approximately 4.2% of 

consolidated volume; MEMX 

maintained a similar market share 

percentage in January of 2022, ending 

the month with 4.2% market share.20

As the Exchange’s transaction market 

share has increased, so has the value of 

its market data. In addition to achieving 

over 4% of consolidated volume, the 

Exchange’s NBBO Quote Market Share 

(i.e., the notional value displayed at the 

inside national best bid or offer, or 

‘‘NBBO’’, as a percentage of overall 

notional value at the NBBO) is 

comparable to that of Cboe BZX 

Exchange, Inc. (‘‘BZX’’) and the New 

York Stock Exchange (‘‘NYSE’’), and 

higher than that of Cboe EDGX 

Exchange. Inc.21 The Exchange 

determined the level of the fees to 

charge for the Exchange Data Feeds 

based on the value of the Exchange’s 

market data as well as the cost analysis 

described later in this filing. As noted 

above, over a 16-month period, MEMX 

has grown from 0% to over 4% market 

share of consolidated trading volume. 

During that same period, the Exchange 

has had a steady increase in the number 

of subscribers to Exchange Data Feeds. 

As a new entrant into the exchange 

industry, the Exchange is particularly 

subject to competitive forces. While the 

Exchange has been able to rapidly grow 

its market share since its launch in 

September 2020, MEMX operates only a 

single U.S. equities exchange with 

market share that remains significantly 

lower than the market share of the 

largest exchange groups. As noted 

above, MEMX currently does not charge 

fees for market data provided by the 

Exchange. The objective of this 

approach was to eliminate any fee-based 

barriers for Members when MEMX 

launched as a national securities 

exchange in 2020, which the Exchange 

believes has been helpful in its ability 

to attract order flow as a new exchange. 

The Exchange also has not charged for 

market data because MEMX believes 

that any exchange should first deliver 

meaningful value to Members and other 

market participants before charging fees 

for its products and services. The 

Exchange believes that its proposed 

approach to market data fees is 

reasonable based on the existence of 

competition, a comparison to 

competitors and the cost analysis 

presented below. 

The Exchange is not required to make 

the Exchange Data Feeds available or to 

offer any specific pricing alternatives to 

any customers, nor is any firm required 

to purchase the Exchange Data Feeds. 

Firms that choose to subscribe to the 

Exchange Data Feeds do so for the 

primary goals of using it to increase 

their revenues, reduce their expenses, 

and in some instances to compete 

directly with the Exchange (including 

for order flow). Those firms are able to 

determine for themselves whether or not 

the Exchange Data Feeds or any other 

similar products are attractively priced. 

Because the Exchange Data Feeds 

have not been previously subject to fees, 

the Exchange does not know the full 

impact of the proposed fees on current 

data recipients because subscribers may 

choose to reduce or eliminate their use 

of MEMX data. The Exchange 

anticipates that there might be data 

recipients of the Exchange Data Feeds 

that subscribe only because they are free 

and might choose to discontinue using 

the products once fees are implemented. 

A data recipient that chooses to 

discontinue subscribing to the 

Exchange’s Data Feeds may also choose 


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22See BZX Fee Schedule, available at: https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

23See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

24Fees for the NYSE Arca Integrated Feed, which 

is the comparable product to MEMOIR Depth, are 

$3,000 for access (internal use) and $3,750 for 

redistribution (external distribution), compared to 

the Exchange’s proposed fees of $1,500 and $2,500, 

respectively. In addition, for its Integrated Feed, 

NYSE Arca charges for three different categories of 

non-display usage, each of which is $10,500 and 

each of which can be charged to the same firm more 

than one time (e.g., a customer operating a Trading 

Platform would pay $10,500 compared to the 

Exchange’s proposed fee of $4,000 but would also 

pay for each Trading Platform, up to three, if they 

operate more than one, instead of the single fee 

proposed by the Exchange; if that customer also 

uses the data for the other categories of non-display 

usage they would also pay $10,500 for each other 

category of usage, whereas the Exchange would 

only charge $1,500 for any non-display usage other 

than operating a Trading Platform). Finally, the 

NYSE Arca Integrated Feed user fee for pro devices 

is $60 compared to the proposed Professional User 

fee of $30 for MEMOIR Depth and the NYSE Arca 

Integrated user fee for non-pro devices is $20 

compared to the proposed Non-Professional User 

fee of $3 for MEMOIR Depth. See NYSE Proprietary 

Market Data Pricing list, available at: https://

www.nyse.com/publicdocs/nyse/data/NYSE_

Market_Data_Pricing.pdf. 

25Fees for the Nasdaq TotalView data feed, which 

is the comparable product to MEMOIR Depth, are 

$1,500 for access (internal use) and $3,750 for 

redistribution (external distribution), compared to 

the Exchange’s proposed fees of $1,500 and $2,500, 

respectively. In addition, for TotalView, Nasdaq 

charges Trading Platforms $5,000 compared to the 

Exchange’s proposal of $4,000, and, like NYSE 

Arca, charges customers per Trading Platform, up 

to three, if they operate more than one, instead of 

the single fee proposed by the Exchange. Nasdaq 

also requires users to report and pay usage fees for 

non-display access at levels of from $375 per 

subscriber for smaller firms with 39 or fewer 

subscribers to $75,000 per firm for a larger firm 

with over 250 subscribers. The Exchange does not 

require counting of devices or users for non-display 

purposes and instead has proposed flat fee of 

$1,500 for non-display usage not by Trading 

Platforms. Finally, the Nasdaq TotalView user fee 

for professional subscribers is $76 compared to the 

proposed Professional User fee of $30 for MEMOIR 

Depth and the Nasdaq TotalView user fee for nonprofessional subscribers is $15 compared to the 

proposed Non-Professional User fee of $3 for 

MEMOIR Depth. See Nasdaq Global Data Products 

pricing list, available at: http://www.nasdaqtrader.

com/TraderB.aspx?id=MDDPricingALLN. 

26See supra notes 24 and 25. 

27See BZX Fee Schedule, Market Data Fees, BZX 

Depth, available at: https://www.cboe.com/us/ 

equities/membership/fee_schedule/bzx/. The 

Exchange notes that there are differences between 

the structure of BZX Depth fees and the proposed 

fees for MEMOIR Depth, including that the 

Exchange has proposed a Digital Media Enterprise 

License for MEMOIR Depth but a comparable 

license is not available from BZX. Additionally, 

BZX maintains a general enterprise license for User 

fees, similar to that proposed by the Exchange for 

MEMOIR Top and MEMOIR Last Sale, but the 

Exchange has not proposed adding a general 

Enterprise license at this time. 

to shift order flow away from the 

Exchange, and, given the current 

competitive environment, if data 

recipients were to both discontinue the 

product and shift order flow away from 

the Exchange, the Exchange would 

reevaluate the fees and potentially file a 

separate proposed rule change to amend 

its fees. In advance of implementing the 

proposed fees, however, the Exchange 

cannot estimate with precision the 

impact of the proposed fees on the 

Exchange’s business or the number of 

subscribers to the Exchange Data Feeds. 

Additional Discussion—Comparison 

With Other Exchanges 

The proposed fee structure is not 

novel but is instead comparable to the 

fee structure currently in place for the 

equities exchanges operated by Cboe 

Global Markets, Inc., in particular 

BZX.22 As noted above, in January 2022, 

MEMX had 4.2% market share; for that 

same month, BZX had 5.5% market 

share.23 The Exchange is proposing fees 

for its Exchange Data Feeds that are 

similar in structure to BZX and rates 

that are lower in most cases than the 

rates data recipients pay for comparable 

data feeds from BZX. The Exchange 

notes that other competitors maintain 

fees applicable to market data that are 

considerably higher than those 

proposed by the Exchange, including 

NYSE Arca 24 and Nasdaq.25 However, 

the Exchange has focused its 

comparison on BZX because it is the 

closest market in terms of market share 

and offers market data at prices lower 

than several other incumbent 

exchanges.26

The fees for the BZX Depth feed— 

which like the MEMOIR Depth feed, 

includes top of book, depth of book, 

trades, and security status messages— 

consist of an internal distributor access 

fee of $1,500 per month (the same as the 

Exchange’s proposed rate), an external 

distributor access fee of $5,000 per 

month (two times the Exchange’s 

proposed rate), a non-display usage fee 

for non-Trading Platforms of $2,000 per 

month ($500 more than the Exchange’s 

proposed rate), a non-display usage fee 

for Trading Platforms of $5,000 per 

month ($1,000 more than the 

Exchange’s proposed rate), a 

Professional User fee (per User) of $40 

per month ($10 more than the 

Exchange’s proposed rate), and a NonProfessional User fee (per User) of $5 

per month ($2 more than the Exchange’s 

proposed rate).27

The comparisons of the MEMOIR Last 

Sale feed and MEMOIR Top feed to the 

BZX Last Sale feed and BZX Top feed, 

respectively, are similar in that BZX 

generally maintains the same fee 

structure proposed by the Exchange and 

BZX charges fees that are comparable to, 

but in most cases higher than, the 

Exchange’s proposed fees. Notably, the 

User fees proposed by the Exchange for 

External Distributors of MEMOIR Last 

Sale and MEMOIR Top ($0.01 for both 

Professional Users and Non-Professional 

Users) are considerably lower than those 

charged by BZX for BZX Top and BZX 

Last Sale ($4 for Professional Users and 

$0.10 for Non-Professional Users). 

By charging the same low rate for all 

Users of MEMOIR Top and MEMOIR 

Last Sale the Exchange believes it is 

proposing a structure that is not only 

lower cost but that will also simplify 

reporting for subscribers who externally 

distribute these data feeds to Users, as 

the Exchange believes that 

categorization of Users as Professional 

and Non-Professional is not meaningful 

for these products and requiring such 

categorization would expose Firms to 

unnecessary audit risk of paying more 

for mis-categorization. However, the 

Exchange does not believe this is 

equally true for MEMOIR Depth, as most 

individual Users of MEMOIR Depth are 

likely to be Professional Users. The 

Exchange believes that Professional 

Users are more likely to benefit 

economically from the use of MEMOIR 

Depth data than Non-Professional Users, 

and the Exchange believes that the 

higher fee charged to Professional Users 

is reasonable and appropriate given this 

difference in value. 

Additional Discussion—Cost Analysis 

In general, the Exchange believes that 

exchanges, in setting fees of all types, 

should meet very high standards of 

transparency to demonstrate why each 

new fee or fee increase meets the 

Exchange Act requirements that fees be 

reasonable, equitably allocated, not 

unfairly discriminatory, and not create 

an undue burden on competition among 

members and markets. In particular, the 

Exchange believes that each exchange 

should take extra care to be able to 

demonstrate that these fees are based on 

its costs and reasonable business needs. 

Accordingly, in proposing to charge fees 

for market data, the Exchange has 

sought to be especially diligent in 

assessing those fees in a transparent way 

against its own aggregate costs of 

providing the related service, and also 

carefully and transparently assessing the 

impact on Members—both generally and 

in relation to other Members, i.e., to 

assure the fee will not create a financial 

burden on any participant and will not 

have an undue impact in particular on 

smaller Members and competition 

among Members in general. The 

Exchange believes that this level of 

diligence and transparency is called for 

by the requirements of Section 19(b)(1) 


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28 15 U.S.C. 78s(b)(1). 29 17 CFR 240.19b–4. 

30 15 U.S.C. 78f(b). 

31 15 U.S.C. 78f(b)(4). 

32 15 U.S.C. 78f(b)(5). 

33 15 U.S.C. 78f(b)(8). 

34 In 2019, Commission staff published guidance 

suggesting the types of information that SROs may 

use to demonstrate that their fee filings comply 

with the standards of the Exchange Act (‘‘Fee 

Guidance’’). While MEMX understands that the Fee 

Guidance does not create new legal obligations on 

SROs, the Fee Guidance is consistent with MEMX’s 

view about the type and level of transparency that 

exchanges should meet to demonstrate compliance 

with their existing obligations when they seek to 

charge new fees. See Staff Guidance on SRO Rule 

Filings Relating to Fees (May 21, 2019) available at 

https://www.sec.gov/tm/staff-guidancesro-rulefilings-fees. 

35See Securities Exchange Act Release No. 93937 

(January 10, 2022), 87 FR 2466 (January 14, 2022) 

(SR–MEMX–2021–22) (the ‘‘Connectivity Filing’’). 

under the Act,28 and Rule 19b–4 

thereunder,29 with respect to the types 

of information self-regulatory 

organizations (‘‘SROs’’) should provide 

when filing fee changes, and Section 

6(b) of the Act,30 which requires, among 

other things, that exchange fees be 

reasonable and equitably allocated,31

not designed to permit unfair 

discrimination,32 and that they not 

impose a burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act.33 This rule 

change proposal addresses those 

requirements, and the analysis and data 

in this section are designed to clearly 

and comprehensively show how they 

are met.34

In October 2021, MEMX completed a 

study of its aggregate costs to produce 

market data and connectivity (the ‘‘Cost 

Analysis’’). The Cost Analysis required 

a detailed analysis of MEMX’s aggregate 

baseline costs, including a 

determination and allocation of costs for 

core services provided by the 

Exchange—transactions, market data, 

membership services, physical 

connectivity, and application sessions 

(which provide order entry, cancellation 

and modification functionality, risk 

functionality, ability to receive drop 

copies, and other functionality). MEMX 

separately divided its costs between 

those costs necessary to deliver each of 

these core services, including 

infrastructure, software, human 

resources (i.e., personnel), and selling, 

general and administrative expenses 

(‘‘cost drivers’’). Next, MEMX applied 

an estimated allocation of each cost 

driver to each core service. By allocating 

segmented costs to each core service, 

MEMX was able to estimate by core 

service the potential margin it might 

earn based on different fee models. The 

Exchange notes that as a non-listing 

venue it has four primary sources of 

revenue that it can potentially use to 

fund its operations: Transaction fees, 

fees for connectivity services, 

membership and regulatory fees, and 

market data fees. Accordingly, the 

Exchange must cover its expenses from 

these four primary sources of revenue. 

The Exchange recently filed to adopt 

fees for connectivity services, to which 

the Exchange allocated a monthly 

aggregate monthly cost of $1,143,715.35

Based on the pricing adopted by the 

Exchange, the Exchange estimated it 

would generate monthly revenue of 

$1,233,750 from connectivity services 

(i.e., physical connections and 

application sessions), providing cost 

recovery to the Exchange for the 

aggregate costs of offering connectivity 

services plus approximately 8% margin. 

Thus far, fees for connectivity services 

have generated revenues consistent with 

the Exchange’s estimates. 

The Exchange notes that it is difficult, 

if not impossible, to purely split the 

costs of generating and producing 

market data and the costs associated 

with operation of the system that 

processes (and displays through market 

data) orders, cancellations, and 

transactions and performs related 

functions (collectively, together with 

market data, ‘‘Transaction Services’’). 

Instead, because the Exchange believes 

its costs for providing Transaction 

Services, including market data, are 

inextricably linked, the cost analysis 

below and corollary margin discussion 

includes all Transaction Services. 

Through the Cost Analysis, MEMX 

calculated its aggregate monthly costs 

for providing Transaction Services, at 

$2,797,265. The Exchange expects to 

recoup the majority of this cost from 

transaction fees and revenues from the 

public data feeds in which the Exchange 

participates and receives revenues (i.e., 

the SIPs). In order to cover operating 

costs and earn a reasonable profit on its 

market data, the Exchange is proposing 

to modify its Fee Schedule, pursuant to 

MEMX Rules 15.1(a) and (c), as set forth 

above. 

The following chart details the 

individual line-item (monthly) costs 

considered by MEMX to be related to 

offering Transaction Services 

(transactions and market data) to its 

Members and other customers. 

Costs drivers Costs 

Human Resources ............................................................................................................................................................................... $1,480,822 

Infrastructure and Connectivity Technology (servers, switches, etc.) ................................................................................................. 48,480 

Exchange Software and Technology Consulting ................................................................................................................................ 305,244 

External Market Data Costs ................................................................................................................................................................ 133,266 

Data Center Costs ............................................................................................................................................................................... 65,538 

Hardware and Software Licenses ....................................................................................................................................................... 26,478 

Regulatory Costs ................................................................................................................................................................................. 155,815 

Monthly Depreciation ........................................................................................................................................................................... 393,380 

Allocated Shared Expenses ................................................................................................................................................................ 187,792 

Total .............................................................................................................................................................................................. 2,797,265 

For personnel costs (Human 

Resources), MEMX calculated an 

allocation of employee time for 

employees whose functions include 

directly providing services necessary to 

offer Transaction Services, including 

performance thereof, as well as 

personnel with ancillary functions 

related to establishing and providing 

such services (such as information 

security and finance personnel). The 

Human Resources cost was calculated 

using a blended rate of compensation 

reflecting salary, equity and bonus 

compensation, benefits, payroll taxes, 

and 401(k) matching contributions. The 

Infrastructure and Connectivity 

Technology cost includes servers, 

switches and related hardware required 

to provide physical access to the 

Exchange, some of which is owned by 

the Exchange and some of which is 

leased by the Exchange in order to allow 

efficient periodic technology refreshes. 

Exchange Software and Technology 

Consulting includes all costs for third 

party software necessary to offer 


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Transaction Services as well as third 

party consultants used to help test and 

review systems necessary to offering 

Transaction Services. External Market 

Data Costs includes fees paid to other 

exchanges and the SIPs under the 

consolidated plans to obtain data 

necessary to provide Transaction 

Services. Data Center costs includes an 

allocation of the costs the Exchange 

incurs to provide Transaction Services 

in the third-party data centers where the 

Exchange maintains its equipment as 

well as related costs (the Exchange does 

not own the Primary Data Center or the 

Secondary Data Center, but instead, 

leases space in data centers operated by 

third parties). Hardware and Software 

Licenses includes hardware and 

software licenses used to operate and 

monitor physical assets necessary to 

offer Transaction Services. All physical 

assets and software, which also includes 

assets used for testing and monitoring of 

Exchange infrastructure, were valued at 

cost, depreciated or leased over periods 

ranging from three to five years. Finally, 

a limited portion of general shared 

expenses was allocated to overall 

Transaction Services costs as without 

these general shared costs the Exchange 

would not be able to operate in the 

manner that it does and provide 

Transaction Services. The costs 

included in general shared expenses 

include general expenses of the 

Exchange, including office space and 

office expenses, utilities, recruiting and 

training, marketing and advertising 

costs, professional fees for legal, tax and 

accounting services, and 

telecommunications costs. 

In conducting its Cost Analysis, the 

Exchange did not allocate any of its 

expenses in full to any core service and 

did not double-count any expenses. 

Instead, as described above, the 

Exchange allocated applicable cost 

drivers across its core services and used 

the same Cost Analysis to form the basis 

of the Connectivity Filing and this 

filing, proposing fees for Exchange Data 

Feeds. For instance, as described in the 

Connectivity Filing, in calculating the 

Human Resources expenses to be 

allocated to physical connections, the 

Exchange allocated network 

infrastructure personnel with a high 

percentage of the cost of such personnel 

(75%) given their focus on functions 

necessary to provide physical 

connections. The salaries of those same 

personnel were allocated only 2.5% to 

application sessions and the remaining 

22.5% was allocated to transactions and 

market data. 

In total, again as explained in the 

Connectivity Filing, the Exchange 

allocated 13.8% of its personnel costs to 

providing physical connections and 

7.7% of its personnel costs to providing 

application sessions, for a total 

allocation of 21.5% Human Resources 

expense to provide connectivity 

services. In turn, the Exchange allocated 

the remaining 78.5% of its Human 

Resources expense to Membership (less 

than 1%) and Transaction Services 

(77.5%). Thus, again, the Exchange’s 

allocations of cost across core services 

were based on real costs of operating the 

Exchange and were not double-counted 

across the core services or their 

associated revenue streams. 

As another example, the Exchange 

allocated depreciation expense to all 

core services, including Transaction 

Services, but in different amounts. The 

Exchange believes it is reasonable to 

allocate the identified portion of such 

expense because such expense includes 

the actual cost of the computer 

equipment, such as dedicated servers, 

computers, laptops, monitors, 

information security appliances and 

storage, and network switching 

infrastructure equipment, including 

switches and taps that were purchased 

to operate and support the Exchange. 

Without this equipment, the Exchange 

would not be able to operate the 

Exchange and provide Transaction 

Services to its Members and nonMembers and their customers. The 

Exchange did not allocate all of the 

depreciation and amortization expense 

toward the cost of providing 

Transaction Services, but instead 

allocated approximately 73% of the 

Exchange’s overall depreciation and 

amortization expense to Transaction 

Services. 

The Exchange notes that the Cost 

Analysis was based on the Exchange’s 

first year of operations and projections 

for the next year. As such, the Exchange 

believes that its costs will remain 

relatively similar in future years. It is 

possible however that such costs will 

either decrease or increase. To the 

extent the Exchange sees growth in use 

of market data or any other core service 

it will receive additional revenue to 

offset future cost increases. However, if 

use of core services, including market 

data subscriptions is static or decreases, 

the Exchange might not realize the 

revenue that it anticipates or needs in 

order to cover applicable costs. 

Accordingly, the Exchange commits to 

periodically review the costs applicable 

to providing Transaction Services, 

including the Exchange Data Feeds, and 

to propose changes to its fees as 

appropriate. 

The proposed fees for Exchange Data 

Feeds are designed to permit the 

Exchange to cover the costs allocated to 

providing Transaction Services with a 

markup that the Exchange believes is 

modest (approximately 17%), which 

would also account for costs related to 

Transaction Services that the Exchange 

has previously borne completely on its 

own and help fund future expenditures 

(increased costs, improvements, etc.). 

The Exchange also reiterates that the 

Exchange has not previously charged 

any fees for Exchange Data Feeds and its 

allocation of costs to Exchange Data 

Feeds was part of a holistic allocation 

that also allocated costs to other core 

services without double-counting any 

expenses. 

Looking at the Exchange’s operations 

holistically, the total monthly costs to 

the Exchange for offering core services 

is $3,954,537. The Exchange anticipates 

that the proposed fees for Exchange Data 

Feeds will generate between $250,000 

and $500,000, depending on how many 

current subscribers stop subscribing to 

the Exchange Data Feeds once the 

Exchange commences billing. 

Incorporating this range into the 

Exchange’s overall projected revenue, 

the Exchange anticipates monthly 

revenue ranging from $4,296,950 to 

$4,546,950 from all sources (i.e., 

connectivity fees and membership fees 

that were introduced in January 2022, 

transaction fees, and revenue from 

market data, both through the fees 

proposed herein and through the 

revenue received from the SIPs). As 

such, applying the Exchange’s holistic 

Cost Analysis to a holistic view of 

anticipated revenues, the Exchange 

would earn approximately 8.5% to 15% 

margin on its operations as a whole. The 

Exchange believes that this amount is 

reasonable. 

The Exchange notes that its revenue 

estimates are based on projections 

across all potential revenue streams and 

will only be realized to the extent such 

revenue streams actually produce the 

revenue estimated. As a new entrant to 

the hyper-competitive exchange 

environment, and an exchange focused 

on driving competition, the Exchange 

does not yet know whether such 

expectations will be realized. For 

instance, in order to generate the 

revenue expected from the Exchange 

Data Feeds, the Exchange will have to 

be successful in retaining existing 

subscribers and obtaining new 

subscribers to the Exchange Data Feeds. 

Similarly, the Exchange will have to be 

successful in retaining a positive net 

capture on transaction fees in order to 

realize the anticipated revenue from 

transaction pricing. 

To the extent the Exchange is 

successful in gaining market share, 

improving its net capture on transaction 


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36 15 U.S.C. 78f. 

37 15 U.S.C. 78f(b)(4). 

38 15 U.S.C. 78f(b)(5). 

39See Regulation NMS Adopting Release, 70 FR 

37495, at 37499. 

40NetCoalition v. SEC, 615 F.3d 525, 535 (D.C. 

Cir. 2010) (‘‘NetCoalition I’’) (quoting H.R. Rep. No. 

94–229 at 92 (1975), as reprinted in 1975 

U.S.C.C.A.N. 323). 

41 Id. at 535. 

42See supra notes 24–25; see supra note 27 and 

accompanying text. 

fees, encouraging new subscribers to 

subscribe to the Exchange Data Feeds, 

and other developments that would 

help to increase Exchange revenues, the 

Exchange does not believe it should be 

penalized for such success. The 

Exchange like other exchanges is, after 

all, a for-profit business. Accordingly, 

while the Exchange believes in 

transparency around costs and potential 

margins, the Exchange does not believe 

that these estimates should form the 

sole basis of whether or not a proposed 

fee is reasonable or can be adopted. 

Instead, the Exchange believes that the 

information should be used solely to 

confirm that an Exchange is not earning 

supra-competitive profits, and the 

Exchange believes its Cost Analysis and 

related projections demonstrate this 

fact. 

As described above, there is no 

requirement that any Firm subscribe to 

a particular Exchange Data Feed or any 

Exchange Data Feed whatsoever, but 

instead, a Firm may choose to maintain 

subscriptions to those Exchange Data 

Feeds they deem appropriate based on 

their business model. The proposed fee 

will not apply differently based upon 

the size or type of Firm, but rather based 

upon the subscriptions a Firm has to 

Exchange Data Feeds and their use 

thereof, which are in turn based upon 

factors deemed relevant by each Firm. 

As discussed above, the proposed fees 

for connectivity services do not by 

design apply differently to different 

types or sizes of Members. As discussed 

in more detail in the Statutory Basis 

section, the Exchange believes that the 

likelihood of higher fees for certain 

Firms subscribing to Exchange Data 

Feeds than others is not unfairly 

discriminatory because it is based on 

objective differences in usage of 

Exchange Data Feeds among different 

Firms, which are still ultimately in the 

control of any particular Firm. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) 36 of the 

Act in general, and furthers the 

objectives of Section 6(b)(4) 37 of the 

Act, in particular, in that it is designed 

to provide for the equitable allocation of 

reasonable dues, fees and other charges 

among its Members and other persons 

using its facilities. Additionally, the 

Exchange believes that the proposed 

fees are consistent with the objectives of 

Section 6(b)(5) 38 of the Act in that they 

are designed 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 

a free and open market and national 

market system, and, in general, to 

protect investors and the public interest, 

and, particularly, are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Proposed Rule Change Is 

Reasonable 

In adopting Regulation NMS, the 

Commission granted SROs and brokerdealers increased authority and 

flexibility to offer new and unique 

market data to the public. 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.’’ 39

With respect to market data, the 

decision of the United States Court of 

Appeals for the District of Columbia 

Circuit in NetCoalition v. SEC upheld 

the Commission’s reliance on the 

existence of competitive market 

mechanisms to evaluate the 

reasonableness and fairness of fees for 

proprietary market data: 

In fact, the legislative history indicates that 

the Congress intended that the market system 

‘‘evolve through the interplay of competitive 

forces as unnecessary regulatory restrictions 

are removed’’ and that the SEC wield its 

regulatory power ‘‘in those situations where 

competition may not be sufficient,’’ such as 

in the creation of a ‘‘consolidated 

transactional reporting system.’’ 40

The court agreed with the Commission’s 

conclusion that ‘‘Congress intended that 

‘competitive forces should dictate the 

services and practices that constitute the 

U.S. national market system for trading 

equity securities.’ ’’ 41

In this competitive marketplace, the 

Exchange’s executed trading volume has 

grown from 0% market share to over 4% 

market share in less than one and a half 

years and the Exchange believes that it 

is reasonable to begin charging fees for 

the Exchange Data Feeds. One of the 

primary objectives of MEMX is to 

provide competition and to reduce fixed 

costs imposed upon the industry. 

Consistent with this objective, the 

Exchange believes that this proposal 

reflects a simple, competitive, 

reasonable, and equitable pricing 

structure designed to permit the 

Exchange to cover certain fixed costs 

that it incurs for providing market data, 

with fees that are discounted when 

compared to products and services 

offered by competitors.42

The Exchange is not aware of any 

evidence that a market share of 

approximately 4% provides the 

Exchange with supra-competitive 

pricing power because, as shown 

elsewhere, market participants are not 

required to subscribe to the Exchange 

Data Feeds, and if they do so, have a 

choice with respect to the Exchange 

Data Feed(s) to which they will 

subscribe. Separately, the Exchange is 

not aware of any reason why market 

participants could not simply 

unsubscribe or choose not to subscribe 

to Exchange Data Feeds if the Exchange 

were to establish unreasonable and 

uncompetitive prices for its Exchange 

Data Feeds. 

With regard to reasonableness, the 

Exchange understands that the 

Commission has traditionally taken a 

market-based approach to examine 

whether the SRO making the proposal 

was subject to significant competitive 

forces in setting the terms of the 

proposal. In looking at this question, the 

Commission considers whether the SRO 

has demonstrated in its filing that: (i) 

There are reasonable substitutes for the 

product or service; (ii) ‘‘platform’’ 

competition constrains the ability to set 

the fee; and/or (iii) revenue and cost 

analysis shows the fee would not result 

in the SRO taking supra-competitive 

profits. If the SRO demonstrates that the 

fee is subject to significant competitive 

forces, the Commission will next 

consider whether there is any 

substantial countervailing basis to 

suggest the fee’s terms fail to meet one 

or more standards under the Exchange 

Act. If the filing fails to demonstrate that 

the fee is constrained by competitive 

forces, the SRO must provide a 

substantial basis, other than 

competition, to show that it is 

consistent with the Exchange Act, 

which may include production of 

relevant revenue and cost data 

pertaining to the product or service. 


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43See Exhibit 3A, Charles M. Jones, 

Understanding the Market for U.S. Equity Market 

Data, August 31, 2018 (hereinafter ‘‘Jones Paper’’). 

44 Id. at 2. 

45 Id. 

46 Id. 

47 Id. at 39–40. 

48NetCoalition I, 615 F.3d at 544 (internal 

quotation omitted). 

49 Id. 

50See Securities Exchange Act Release No. 51808, 

84 FR 5202, 5253 (February 20, 2019) (File No. S7– 

05–18). 

51Commission Division of Trading and Markets, 

Memorandum to EMSAC, dated October 20, 2015, 

available here: https://www.sec.gov/spotlight/ 

emsac/memo-maker-taker-feeson-equitiesexchanges.pdf. 

52See Jones Paper at 11. 

The Exchange has not previously 

charged fees for market data, so it does 

not have MEMX-specific data to support 

whether or not competitive forces 

would constrain its ability to set fees for 

the Exchange Data Feeds. However, the 

Exchange believes that competitive 

forces are in effect and that if the 

proposed fees for the Exchange Data 

Feeds were unreasonable that the 

Exchange would lose current or 

prospective Members and market share. 

The Exchange does not yet have 

comprehensive data of the impact of the 

proposed fees and will not have such 

data until the fees are imposed. Further, 

the Exchange has conducted a 

comprehensive Cost Analysis to 

determine the reasonability of its 

proposed fees, including that the 

Exchange will not take supracompetitive profits. 

1. The Proposed Fees Are Constrained 

by Significant Competitive Forces 

a. Exchange Market Data Is Sold in a 

Competitive Market 

In 2018, Charles M. Jones, the Robert 

W. Lear Professor of Finance and 

Economics at the Columbia University 

School of Business, conducted an 

analysis of the market for equity market 

data in the United States. He canvassed 

the demand for both consolidated and 

exchange proprietary market data 

products and the uses to which those 

products were put by market 

participants, and reported his 

conclusions in a paper annexed 

hereto.43 Among other things, Professor 

Jones concluded that: 

• ‘‘The market [for exchange market 

data] is characterized by robust 

competition: exchanges compete with 

each other in selling proprietary market 

data products. They also compete with 

consolidated data feeds and with data 

provided by alternative trading systems 

(‘ATSs’). Barriers to entry are very low, 

so existing exchanges must also take 

into account competition from new 

entrants, who generally try to build 

market share by offering their 

proprietary market data products for 

free for some period of time [as MEMX 

has done with its Exchange Data 

Feeds].’’ 44

• ‘‘Although there are regulatory 

requirements for some market 

participants to use consolidated data 

products, there is no requirement for 

market participants to purchase any 

proprietary market data product for 

regulatory purposes.’’ 45

• ‘‘There are a variety of data 

products, and consumers of equity 

market data choose among them based 

on their needs. Like most producers, 

exchanges offer a variety of market data 

products at different price levels. 

Advanced proprietary market data 

products provide greater value to those 

who subscribe. As in any other market, 

each potential subscriber takes the 

features and prices of available products 

into account in choosing what market 

data products to buy based on its 

business model.’’ 46

• ‘‘For proprietary exchange data 

feeds, the main question is whether 

there is a competitive market for 

proprietary market data. More than 40 

active exchanges and alternative trading 

systems compete vigorously in both the 

market for order flow and in the market 

for market data. The two are closely 

linked: an exchange needs to consider 

the negative impact on its order flow if 

it raises the price of its market data. 

Furthermore, new entrants have been 

frequent over the past 10 years or so, 

and these venues often give market data 

away for free, [again, as MEMX has done 

with its Exchange Data Feeds] serving as 

a check on pricing by more established 

exchanges. These are all the standard 

hallmarks of a competitive market.’’ 47

Professor Jones’ conclusions are 

consistent with the Exchange’s view of, 

and experience in, the competitive 

marketplace for exchanges, including 

with respect to proprietary data feeds, as 

a recent entrant to the market. 

b. Exchange Market Data Fees Are 

Constrained by Competition 

As the D.C. Circuit recognized in 

NetCoalition I, ‘‘[n]o one disputes that 

competition for order flow is fierce.’’ 48

The court further noted that ‘‘no 

exchange possesses a monopoly, 

regulatory or otherwise, in the execution 

of order flow from broker dealers,’’ and 

that an exchange ‘‘must compete 

vigorously for order flow to maintain its 

share of trading volume.’’ 49

Similarly, the Commission itself has 

recognized that the market for trading 

services in NMS stocks has become 

‘‘more fragmented and competitive.’’ 50

The Commission’s Division of Trading 

and Markets has also recognized that 

with so many ‘‘operating equities 

exchanges and dozens of ATSs, there is 

vigorous price competition among the 

U.S. equity markets and, as a result, 

[transaction] fees are tailored and 

frequently modified to attract particular 

types of order flow, some of which is 

highly fluid and price sensitive.’’ 51

Indeed, as noted above, equity trading is 

currently dispersed across 16 

exchanges, 31 alternative trading 

systems, and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. 

Further, low barriers to entry mean 

that new exchanges like the Exchange 

may rapidly enter the market and offer 

competition with the Exchange. Due to 

the ready availability of substitutes and 

the low cost to move order flow to those 

substitute trading venues, an exchange 

setting market data fees that are not at 

competitive levels would expect to 

quickly lose business to competitors 

with more attractive pricing.52 Although 

the various exchanges may differ in 

their strategies for pricing their market 

data products and their transaction fees 

for trades—with some offering market 

data for free along with higher trading 

costs, and others charging more for 

market data and comparatively less for 

trading—all exchanges compete for the 

same pool of customers and must work 

to demonstrate to such customers that 

pricing is reasonable. The Exchange 

believes that the best way to do this is 

to provide transparency into the costs of 

producing and maintaining its services. 

Commission staff noted in its Fee 

Guidance that, as an initial step in 

assessing the reasonableness of a fee, 

staff considers whether the fee is 

constrained by significant competitive 

forces. To determine whether a 

proposed fee is constrained by 

significant competitive forces, staff has 

said that it considers whether the 

evidence demonstrates that there are 

reasonable substitutes for the product or 

service that is the subject of a proposed 

fee. As noted elsewhere in this proposal, 

there is no regulatory requirement that 

any market participant subscribe to any 

Exchange Data Feeds or a particular 

Exchange Data Feed. 

The Exchange believes the proposed 

fees are reasonable because in setting 

them, the Exchange is constrained by 

the availability of numerous competitors 

offering market data products and 

trading services. Such substitutes need 

not be identical, but only substantially 


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53The Exchange notes that broker-dealers are not 

required to purchase proprietary market data to 

comply with their best execution obligations. See In 

the Matter of the Application of Securities Industry 

and Financial Markets Association for Review of 

Actions Taken by Self-Regulatory Organizations, 

Release Nos. 34–72182; AP–3–15350; AP–3–15351 

(May 16, 2014). Similarly, there is no requirement 

in Regulation NMS or any other rule that 

proprietary data be utilized for order routing 

decisions, and some competing exchanges, brokerdealers and ATSs have chosen not to do so. 

54See generally Jones Paper at 8, 10–11. 

55See, e.g., NYSE Arca Rule 7.37–E.(d), Order 

Execution and Routing, and BZX Rule 11.21, each 

of which discloses the data feeds used by each 

respective exchange and state that SIP products are 

used with respect to MEMX. 

56See MEMX Rule 13.4, Usage of Data Feeds, 

which discloses that the Exchange uses proprietary 

data feeds for all exchanges that offer them. 

57See, e.g., Letter from Anders Franzon, General 

Counsel, MEMX LLC, dated May 26, 2020, 

regarding proposed Market Data Infrastructure rule, 

available at: https://www.sec.gov/comments/s7-03- 

20/s70320-7235183-217090.pdf. 

58See, e.g., Letter from Adrian Griffiths, Head of 

Market Structure, MEMX LLC, dated November 8, 

2021, regarding proposed fees for consolidated data 

provided pursuant to CTA/CQ/UTP Plans, available 

at: https://www.sec.gov/comments/sr-ctacq-2021- 

03/srctacq202103-9403088-262830.pdf. 

similar to the product at hand. More 

specifically, in setting fees for the 

Exchange Data Feeds, the Exchange is 

constrained by the fact that, if its pricing 

is unattractive to customers, customers 

have their pick of a large number of 

alternative execution venues to use 

instead of the Exchange. The Exchange 

believes that it has considered all 

relevant factors and has not considered 

irrelevant factors in order to establish 

reasonable fees. The existence of 

competition ensures that the Exchange 

cannot set unreasonable market data 

fees without suffering the negative 

effects of that decision in the fiercely 

competitive market in which it operates. 

c. Exchange Data Feeds Are Optional 

Market Data Products 

Subscribing to the Exchange Data 

Feeds is entirely optional. The Exchange 

is not required to make the Exchange 

Data Feeds available to any customers, 

nor is any customer required to 

purchase any Exchange Data Feed. 

Unlike some other data products (e.g., 

the consolidated quotation and last-sale 

information feeds) that firms are 

required to purchase in order to fulfill 

regulatory obligations,53 a customer’s 

decision whether to purchase any 

Exchange Data Feed is entirely 

discretionary. Most Firms that choose to 

subscribe to an Exchange Data Feed do 

so for the primary goals of using it to 

increase their revenues, reduce their 

expenses, and in some instances to 

compete directly with the Exchange for 

order flow. Such firms are able to 

determine for themselves whether a 

particular Exchange Data Feed is 

necessary for their business needs, and 

if so, whether or not it is attractively 

priced. If an Exchange Data Feed does 

not provide sufficient value to a Firm 

based on the uses such Firm may have 

for it, such Firm may simply choose to 

conduct their business operations in 

ways that do not use the applicable 

Exchange Data Feed.54 If they do not 

choose to use one or more Exchange 

Data Feeds, they could also choose not 

to direct order flow to the Exchange. 

Specifically related to the Exchange 

Data Feed with the highest rates, the 

MEMOIR Depth Feed, even if a Firm 

determines that the fees for such feed 

are too high, customers can access much 

of the same data at lower rates by 

subscribing to the MEMOIR Top feed 

(which includes best-bid-and-offer 

information for the Exchange on a realtime basis) and MEMOIR Last Sale 

(which includes last-sale information 

for the Exchange on a real-time basis). 

MEMX top-of-book quotation 

information and last-sale information is 

also available on the consolidated SIP 

feeds. In this way, MEMOIR Top, 

MEMOIR Last Sale, and SIP data 

products are all substitutes for a 

significant portion of the data available 

on the MEMOIR Depth Feed, and SIP 

data products are also a substitute for a 

significant portion of data available on 

the MEMOIR Top and MEMOIR Last 

Sale feeds. Indeed, several exchange 

competitors of the Exchange have not 

subscribed to any Exchange Data Feeds 

for purposes of executing orders on their 

exchanges, order routing, and regulatory 

purposes,55 even though the Exchange 

subscribes to and pays for their 

comparable market data products.56

The only content available on the 

MEMOIR Depth Feed that is not 

available on these other products is the 

order-by-order look at the MEMX order 

book, which provides information about 

depth-of-book on the Exchange. The 

Exchange has been a vocal advocate in 

support of the Commission’s Market 

Data Infrastructure Rule, which 

mandates the creation of a ‘‘SIP 

Premium’’ product that would include 

depth-of-book information on the 

consolidated market data feeds.57 The 

Exchange has also been a vocal advocate 

in support of pricing new content for 

the consolidated market data feeds in a 

reasonable and competitive manner that 

would encourage the use of a SIP 

Premium product and other content to 

be provided via the SIPs.58 Future 

products such as SIP Premium would 

include not only integrated depth-ofbook information from MEMX, but all 

other exchanges as well, and would 

further constrain the Exchange’s ability 

to price any Exchange Data Feed, 

including MEMOIR Depth, at a supracompetitive price. However, even in the 

absence of such products, the Exchange 

believes that use of the Exchange Data 

Feeds is entirely optional, as described 

above. 

Further, in the case of products that 

are also redistributed through market 

data vendors such as Bloomberg and 

Refinitiv, the vendors themselves 

provide additional price discipline for 

proprietary data products because they 

control the primary means of access to 

certain end users. These vendors impose 

price discipline based upon their 

business models. For example, vendors 

that assess a surcharge on data they sell 

are able to refuse to offer proprietary 

products that their end users do not or 

will not purchase in sufficient numbers. 

Even in the absence of fees for the 

Exchange Data Feeds, many major 

market data vendors have not elected to 

make available the Exchange Data Feeds 

and likely will not unless their 

customers request it, and customers will 

not elect to pay the proposed fees unless 

the applicable Exchange Data Feed can 

provide value by sufficiently increasing 

revenues or reducing costs to the 

customer’s business in a manner that 

will offset the fees. All of these factors 

operate as constraints on pricing 

proprietary data products. 

In setting the proposed fees for the 

Exchange Data Feeds, the Exchange 

considered the competitiveness of the 

market for proprietary data and all of 

the implications of that competition. As 

described elsewhere in this proposal, 

the Exchange also considered the Cost 

Analysis conducted by the Exchange 

and believes it has demonstrated that 

the fees will not result in any supracompetitive profit. The Exchange 

believes that it has considered all 

relevant factors and has not considered 

irrelevant factors in order to establish 

reasonable fees. The existence of 

alternatives to the Exchange and the 

continued availability of choice between 

different Exchange Data Feeds, other 

exchanges’ proprietary data products, 

and the SIPs ensure that the Exchange 

cannot set unreasonable fees when 

vendors and subscribers can elect these 

alternatives or choose not to purchase a 

specific proprietary data product if the 

attendant fees are not justified by the 

returns that any particular vendor or 

data recipient would achieve through 

the purchase. 


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59See Fee Guidance, supra note 33. 

60 15 U.S.C. 78f(b)(4). 

61See supra notes 24–25; see supra note 27 and 

accompanying text. 

62See BZX Fee Schedule available at https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

63See NYSE Proprietary Market Data Pricing list, 

available at: https://www.nyse.com/publicdocs/ 

nyse/data/NYSE_Market_Data_Pricing.pdf; Nasdaq 

Global Data Products pricing list, available at: 

http://www.nasdaqtrader.com/ 

TraderB.aspx?id=MDDPricingALLN. 

d. The Proposed Fees for Exchange Data 

Feeds Will Not Result in SupraCompetitive Profits 

Commission staff previously noted 

that the generation of supra-competitive 

profits is one of several potential factors 

in considering whether an exchange’s 

proposed fees are consistent with the 

Act.59 As described in the Fee 

Guidance, the term ‘‘supra-competitive 

profits’’ refers to profits that exceed the 

profits that can be obtained in a 

competitive market. The proposed fee 

structure would not result in excessive 

pricing or supra-competitive profits for 

the Exchange. The proposed fee 

structure is merely designed to permit 

the Exchange to cover the costs 

allocated to providing Transaction 

Services with a modest markup 

(approximately 9%-18%), which would 

also account for costs related to 

Transaction Services that the Exchange 

has previously borne completely on its 

own and help fund future expenditures 

(increased costs, improvements, etc.). 

The Exchange believes that this is fair, 

reasonable, and equitable. Accordingly, 

the Exchange believes that its proposal 

is consistent with Section 6(b)(4) 60 of 

the Act because the proposed fees will 

permit recovery of the Exchange’s costs 

and will not result in excessive pricing 

or supra-competitive profit. 

The proposed fees for Exchange Data 

Feeds will allow the Exchange to cover 

certain costs incurred by the Exchange 

associated with providing and 

maintaining necessary hardware and 

other network infrastructure as well as 

network monitoring and support 

services; without such hardware, 

infrastructure, monitoring and support 

the Exchange would be unable to 

provide Transaction Services, including 

market data. The Exchange routinely 

works to improve the performance of 

the network’s hardware and software. 

The costs associated with maintaining 

and enhancing a state-of-the-art 

exchange network is a significant 

expense for the Exchange, and thus the 

Exchange believes that it is reasonable 

and appropriate to help offset those 

costs by adopting fees for the Exchange 

Data Feeds. As detailed above, the 

Exchange has four primary sources of 

revenue that it can potentially use to 

fund its operations: Transaction fees, 

fees for connectivity services, 

membership and regulatory fees, and 

market data fees. Accordingly, the 

Exchange must cover its expenses from 

these four primary sources of revenue. 

The Exchange expects to recoup the 

majority of its estimated aggregate 

monthly costs for providing Transaction 

Services from transaction fees and 

revenues from the public data feeds in 

which the Exchange participates and 

receives revenues (i.e., the SIPs). In 

order to cover operating costs and earn 

a reasonable profit on its market data, 

the Exchange is proposing to charge the 

fees described herein for the Exchange 

Data Feeds. In addition, this revenue 

will allow the Exchange to continue to 

offer, to enhance, and to continually 

refresh its infrastructure as necessary to 

offer a state-of-the-art trading platform. 

The Exchange believes that, consistent 

with the Act, it is appropriate to charge 

fees that represent a reasonable markup 

over cost given the other factors 

discussed above, including the lack of 

other costs to participate on the 

Exchange and the need for the Exchange 

to maintain a highly performant and 

stable platform to allow Members to 

transact with determinism. 

The Exchange’s Cost Analysis 

estimates the costs to provide 

Transaction Services at $2,797,265. 

Based on current subscriptions to 

Exchange Data Feeds (but without 

definitive data regarding User counts) 

and projections related to transaction 

activity and volumes, the Exchange 

estimates it will generate monthly 

revenues of approximately $250,000 to 

$500,000 from the Exchange Data Feeds 

and between $3,050,000 and $3,300,000 

from providing Transaction Services 

overall. This represents a modest profit 

when compared to the cost of providing 

Transaction Services (approximately 9% 

to 18%). Further, as noted above, 

applying the Exchange’s holistic Cost 

Analysis to a holistic view of 

anticipated revenues from all sources, 

the Exchange would earn approximately 

8.5% to 15% margin on its operations 

as a whole. The Exchange believes that 

this amount is reasonable. 

2. The Proposed Fees Are Reasonable 

The specific fees that the Exchange 

proposes for the Exchange Data Feeds 

are reasonable for the following 

additional reasons. 

Overall. The Exchange believes the 

proposed fees for the Exchange Data 

Feeds are reasonable when compared to 

fees for comparable products, such as 

the BZX Depth feed, BZX Top feed, and 

BZX Last Sale feed, compared to which 

the Exchange’s proposed fees are 

generally lower, as well as other 

comparable data feeds priced 

significantly higher than the Exchange’s 

proposed fees for the Exchange Data 

Feeds.61 Specifically with respect to the 

MEMOIR Depth feed, the Exchange 

believes that the proposed fees for such 

feed are reasonable because they 

represent not only the value of the data 

available from the MEMOIR Top and 

MEMOIR Last Sale data feeds, which 

have lower proposed fees, but also the 

value of receiving the depth-of-book 

data on an order-by-order basis. Finally, 

the Exchange believes that its Cost 

Analysis and holistic approach thereto 

demonstrates that the proposed fees for 

the Exchange Data Feeds would not 

result in supra-competitive profits. 

Internal Distribution Fees. The 

Exchange believes that it is reasonable 

to charge Fees to access the Exchange 

Data Feeds for Internal Distribution 

because of the value of such data to 

subscribers in their profit-generating 

activities. The Exchange also believes 

that the proposed monthly Internal 

Distribution fees for MEMOIR Depth, 

MEMOIR Top, and MEMOIR Last Sale 

are reasonable as they are the same 

amounts charged by at least one other 

exchange of comparable size for 

comparable data products,62 and are 

lower than the fees charged by several 

other exchanges for comparable data 

products.63

External Distribution Fees. The 

Exchange believes that it is reasonable 

to charge External Distribution fees for 

the Exchange Data Feeds because 

vendors receive value from 

redistributing the data in their business 

products provided to their customers. 

The Exchange believes that charging 

External Distribution fees is reasonable 

because the vendors that would be 

charged such fees profit by retransmitting the Exchange’s market data 

to their customers. These fee would be 

charged only once per month to each 

vendor account that redistributes any 

Exchange Data Feed, regardless of the 

number of customers to which that 

vendor redistributes the data. The 

Exchange also believes the proposed 

monthly External Distribution fee for 

the MEMOIR Depth Feed is reasonable 

because it is half the amount of the fee 

charged by at least one other exchange 

of comparable size for a comparable 


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64See BZX Fee Schedule available at https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

65See id. 

66See NYSE Proprietary Market Data Pricing list, 

available at: https://www.nyse.com/publicdocs/ 

nyse/data/NYSE_Market_Data_Pricing.pdf; Nasdaq 

Global Data Products pricing list, available at: 

http://www.nasdaqtrader.com/ 

TraderB.aspx?id=MDDPricingALLN. 

67See BZX Fee Schedule, available at: https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

68See NYSE Proprietary Market Data Pricing list, 

available at: https://www.nyse.com/publicdocs/ 

nyse/data/NYSE_Market_Data_Pricing.pdf; Nasdaq 

Global Data Products pricing list, available at: 

http://www.nasdaqtrader.com/ 

TraderB.aspx?id=MDDPricingALLN. 

69See id. 

70See BZX Fee Schedule, available at: https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/; EDGX Fee Schedule, available at: 

https://www.cboe.com/us/equities/membership/fee_

schedule/edgx/. 

71See supra notes 24–25. 

72See BZX Fee Schedule, available at: https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

73See NYSE Proprietary Market Data Pricing list, 

available at: https://www.nyse.com/publicdocs/ 

nyse/data/NYSE_Market_Data_Pricing.pdf; Nasdaq 

Global Data Products pricing list, available at: 

http://www.nasdaqtrader.com/TraderB.aspx?id=

MDDPricingALLN. 

data product,64 and significantly less 

than the amount charged by several 

other exchanges for comparable data 

products.65 Similarly, the Exchange 

believes the proposed monthly External 

Distribution fees for the MEMOIR TOP 

and MEMOIR Last Sale feeds are 

reasonable because they are discounted 

compared to same amounts charged by 

at least one other exchange of 

comparable size for comparable data 

products, and significantly less than the 

amount charged by several other 

exchanges for comparable data 

products.66

User Fees. The Exchange believes that 

having separate Professional and NonProfessional User fees for the MEMOIR 

Depth feed is reasonable because it will 

make the product more affordable and 

result in greater availability to 

Professional and Non-Professional 

Users. Setting a modest NonProfessional User fee is reasonable 

because it provides an additional 

method for Non-Professional Users to 

access the Exchange Data Feeds by 

providing the same data that is available 

to Professional Users. The proposed 

monthly Professional User fee and 

monthly Non-Professional User fee are 

reasonable because they are lower than 

the fees charged by at least one other 

exchange of comparable size for 

comparable data products,67 and 

significantly less than the amounts 

charged by several other exchanges for 

comparable data products.68 The 

Exchange also believes it is reasonable 

to charge the same low per User fee of 

$0.01 for both Professional Users and 

Non-Professional Users receiving the 

MEMOIR Top and MEMOIR Last Sale 

feeds, as this is not only pricing such 

data at a much lower cost than other 

exchanges charge for comparable data 

feeds 69 but doing so will also simplify 

reporting for subscribers who externally 

distribute these data feeds to Users, as 

the Exchange believes that 

categorization of Users as Professional 

and Non-Professional is not meaningful 

for these products and that requiring 

such categorization would expose Firms 

to unnecessary audit risk of paying more 

for mis-categorization. The Exchange 

also believes that the proposal to require 

reporting of individual Users, but not 

devices, is reasonable as this too will 

eliminate unnecessary audit risk that 

can arise when recipients are required 

to apply complex counting rules such as 

whether or not to count devices or 

whether an individual accessing the 

same data through multiple devices 

should be counted once or multiple 

times. 

Non-Display Use Fees. The Exchange 

believes the proposed Non-Display 

Usage fees for the MEMOIR Depth feed 

are reasonable, because they reflect the 

value of the data to the data recipients 

in their profit-generating activities and 

do not impose the burden of counting 

non-display devices. 

The Exchange believes that the 

proposed Non-Display Usage fees reflect 

the significant value of the non-display 

data use to data recipients, which 

purchase such data on an entirely 

voluntary basis. Non-display data can be 

used by data recipients for a wide 

variety of profit-generating purposes, 

including proprietary and agency 

trading and smart order routing, as well 

as by data recipients that operate 

Trading Platforms that compete directly 

with the Exchange for order flow. The 

data also can be used for a variety of 

non-trading purposes that indirectly 

support trading, such as risk 

management and compliance. Although 

some of these non-trading uses do not 

directly generate revenues, they can 

nonetheless substantially reduce a 

recipient’s costs by automating such 

functions so that they can be carried out 

in a more efficient and accurate manner 

and reduce errors and labor costs, 

thereby benefiting recipients. The 

Exchange believes that charging for nontrading uses is reasonable because data 

recipients can derive substantial value 

from such uses, for example, by 

automating tasks so that can be 

performed more quickly and accurately 

and less expensively than if they were 

performed manually. 

Previously, the non-display use data 

pricing policies of many exchanges 

required customers to count, and the 

exchanges to audit the count of, the 

number of non-display devices used by 

a customer. As non-display use grew 

more prevalent and varied, however, 

exchanges received an increasing 

number of complaints about the 

impracticality and administrative 

burden associated with that approach. 

In response, several exchanges 

developed a non-display use pricing 

structure that does not require nondisplay devices to be counted or those 

counts to be audited, and instead 

categorizes different types of use. The 

Exchange proposes to distinguish 

between non-display use for the 

operation of a Trading Platform and 

other non-display use, which is similar 

to exchanges such as BZX and EDGX,70

while other exchanges maintain 

additional categories and in many cases 

charge multiple times for different types 

of non-display use or the operation of 

multiple Trading Platforms.71

The Exchange believes that it is 

reasonable to segment the fee for nondisplay use into these two categories. As 

noted above, the uses to which 

customers can put the MEMOIR Depth 

feed are numerous and varied, and the 

Exchange believes that charging 

separate fees for these separate 

categories of use is reasonable because 

it reflects the actual value the customer 

derives from the data, based upon how 

the customer makes use of the data. 

The Exchange believes that the 

proposed fees for non-display use other 

than operation of a Trading Platform is 

reasonable. These fees are comparable 

to, and lower than, the fees charged by 

at least one other exchange of 

comparable size for a comparable data 

product,72 and significantly less than 

the amounts charged by several other 

exchanges for comparable data 

products.73 The Exchange believes that 

the proposed fees directly and 

appropriately reflect the significant 

value of using data on a non-display 

basis in a wide range of computerautomated functions relating to both 

trading and non-trading activities and 

that the number and range of these 

functions continue to grow through 

innovation and technology 

developments. 

The Exchange also believes, regarding 

non-display use for operation of a 

Trading Platform, it is reasonable to 

charge a higher monthly fee than for 

other non-display use because such use 

of the Exchange’s data is directly in 

competition with the Exchange and the 


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21244 Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 

74See BZX Fee Schedule, available at: https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. 

75See supra notes 24–25. 

76See also Exchange Act Release No. 69157, 

March 18, 2013, 78 FR 17946, 17949 (March 25, 

2013) (SR–CTA/CQ–2013–01) (‘‘[D]ata feeds have 

become more valuable, as recipients now use them 

to perform a far larger array of non-display 

functions. Some firms even base their business 

models on the incorporation of data feeds into black 

boxes and application programming interfaces that 

apply trading algorithms to the data, but that do not 

require widespread data access by the firm’s 

employees. As a result, these firms pay little for 

data usage beyond access fees, yet their data access 

and usage is critical to their businesses.’’ 

77See, e.g., Securities Exchange Act Release No. 

59544 (March 9, 2009), 74 FR 11162 (March 16, 

2009) (SR–NYSE–2008–131) (establishing the $15 

Non-Professional User Fee (Per User) for NYSE 

OpenBook); Securities Exchange Act Release No. 

20002, File No. S7–433 (July 22, 1983), 48 FR 34552 

(July 29, 1983) (establishing Non-Professional fees 

for CTA data); NASDAQ BX Equity 7 Pricing 

Schedule, Section 123. 78See supra, notes 24–25. 

Exchange should be permitted to recoup 

some of its lost trading revenue by 

charging for the data that makes such 

competition possible. The Exchange 

also believes that it is reasonable to 

charge the proposed fees for non-display 

use for operation of a Trading Platform 

because the proposed fees are 

comparable to, and lower than, the fees 

charged at least one other exchange of 

comparable size for a comparable data 

product,74 and significantly less than 

the amounts charged by several other 

exchanges for comparable data 

products, which also charge per Trading 

Platform operated by a data subscriber 

subject to a cap in most cases, rather 

than charging per Firm, as proposed by 

the Exchange.75

The proposed Non-Display Usage fees 

for the Exchange Data Feeds are also 

reasonable because they take into 

account the extra value of receiving the 

data for Non-Display Usage that 

includes a rich set of information 

including top of book quotations, depthof-book quotations, executions and 

other information. The Exchange 

believes that the proposed fees directly 

and appropriately reflect the significant 

value of using the MEMOIR Depth feed 

on a non-display basis in a wide range 

of computer-automated functions 

relating to both trading and non-trading 

activities and that the number and range 

of these functions continue to grow 

through innovation and technology 

developments.76

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the Exchange Data Feeds are 

reasonable. 

The Proposed Fees Are Equitably 

Allocated 

The Exchange believes the proposed 

fees for the Exchange Data Feeds are 

allocated fairly and equitably among the 

various categories of users of the feeds, 

and any differences among categories of 

users are justified and appropriate. 

Overall. The Exchange believes that 

the proposed fees are equitably 

allocated because they will apply 

uniformly to all data recipients that 

choose to subscribe to the Exchange 

Data Feeds. Any subscriber or vendor 

that chooses to subscribe to one or more 

Exchange Data Feeds is subject to the 

same Fee Schedule, regardless of what 

type of business they operate, and the 

decision to subscribe to one or more 

Exchange Data Feeds is based on 

objective differences in usage of 

Exchange Data Feeds among different 

Firms, which are still ultimately in the 

control of any particular Firm. 

Internal Distribution Fee. The 

Exchange believes the proposed 

monthly fees for Internal Distribution of 

the Exchange Data Feeds are equitably 

allocated because they would be 

charged on an equal basis to all data 

recipients that receive the Exchange 

Data Feeds for internal distribution, 

regardless of what type of business they 

operate. 

External Distribution Fees. The 

Exchange believes the proposed 

monthly fees for External Distribution of 

the Exchange Data Feeds are equitably 

allocated because they would be 

charged on an equal basis to all data 

recipients that receive the Exchange 

Data Feeds that choose to redistribute 

the feeds externally. 

User Fees. The Exchange believes that 

the fee structure differentiating 

Professional User fees from NonProfessional User fees for display use of 

the MEMOIR Depth feed is equitable. 

This structure has long been used by 

other exchanges and the SIPs to reduce 

the price of data to Non-Professional 

Users and make it more broadly 

available.77 Offering the MEMOIR Depth 

feed to Non-Professional Users at a 

lower cost than Professional Users 

results in greater equity among data 

recipients. These User fees would be 

charged uniformly to all individuals 

that have access to the MEMOIR Depth 

feed based on the category of User. The 

Exchange also believes the proposed 

User fees for MEMOIR Top and 

MEMOIR Last Sale are equitable 

because the Exchange has proposed to 

charge Professional Users and NonProfessional Users the same low rate of 

$0.01 per month. 

Non-Display Use Fees. The Exchange 

believes the proposed Non-Display 

Usage fees are equitably allocated 

because they would require subscribers 

to pay fees only for the uses they 

actually make of the data. As noted 

above, non-display data can be used by 

data recipients for a wide variety of 

profit-generating purposes (including 

trading and order routing) as well as 

purposes that do not directly generate 

revenues (such as risk management and 

compliance) but nonetheless 

substantially reduce the recipient’s costs 

by automating certain functions. The 

Exchange believes that it is equitable to 

charge non-display data subscribers that 

use data for purposes other than 

operation of a Trading Platform as 

proposed because all such subscribers 

would have the ability to use such data 

for as many non-display uses as they 

wish for one low fee. As noted above, 

this structure is comparable to that in 

place for the BZX Depth feed but several 

other exchanges charge multiple nondisplay fees to the same client to the 

extent they use a data feed in several 

different trading platforms or for several 

types of non-display use.78

The Exchange also believes, regarding 

non-display use for operation of a 

Trading Platform, it is equitable to 

charge a higher rate for each Firm 

operating a Trading Platform (as 

compared to other Non-Display Usage 

not by Trading Platforms) because such 

use of the data is directly in competition 

with the Exchange and the Exchange 

should be permitted to recoup some of 

its lost trading revenue by charging for 

the data that makes such competition 

possible. The Exchange believes that it 

is equitable to charge a single fee per 

Firm rather than multiple fees for a Firm 

that operates more than one Trading 

Platform because operators of Trading 

Platforms are many times viewed as a 

single competing venue or group, even 

if there a multiple liquidity pools 

operated by the same competitor. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the Exchange Data Feeds are 

equitably allocated. 

The Proposed Fees Are Not Unfairly 

Discriminatory 

The Exchange believes the proposed 

fees for the Exchange Data Feeds are not 

unfairly discriminatory because any 

differences in the application of the fees 

are based on meaningful distinctions 

between customers, and those 

meaningful distinctions are not unfairly 

discriminatory between customers. 

Overall. The Exchange believes that 

the proposed fees are not unfairly 

discriminatory because they would 

apply to all data recipients that choose 

to subscribe to the same Exchange Data 


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Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 21245 

79See supra note 77. 80 15 U.S.C. 78f(b)(8). 

81See supra notes 24–25; see also, supra note 27 

and accompanying text. 

Feed(s). Any vendor or subscriber that 

chooses to subscribe to the Exchange 

Data Feeds is subject to the same Fee 

Schedule, regardless of what type of 

business they operate. Because the 

proposed fees for MEMOIR Depth are 

higher, vendors and subscribers seeking 

lower cost options may instead choose 

to receive data from the SIPs or through 

the MEMOIR Top and/or MEMOIR Last 

Sale feed for a lower cost. Alternatively, 

vendors and subscribers can choose to 

pay for the MEMOIR Depth feed in 

order to receive data in a single feed 

with depth-of-book information or they 

can choose to subscribe to a 

combination of data feeds for 

redundancy purposes or to use such 

feeds for different purposes, thereby 

allowing each vendor or subscriber to 

choose the best business solution for 

itself. 

Internal Distribution Fees. The 

Exchange believes the proposed 

monthly fees for Internal Distribution of 

the Exchange Data Feeds are not 

unfairly discriminatory because they 

would be charged on an equal basis to 

all data recipients that receive the same 

Exchange Data Feed(s) for internal 

distribution, regardless of what type of 

business they operate. 

External Distribution Fees. The 

Exchange believes the proposed 

monthly fees for redistributing the 

Exchange Data Feeds are not unfairly 

discriminatory because they would be 

charged on an equal basis to all data 

recipients that receive the same 

Exchange Data Feed(s) that choose to 

redistribute the feed(s) externally. 

User Fees. The Exchange believes that 

the fee structure differentiating 

Professional User fees from NonProfessional User fees for display use of 

the MEMOIR Depth feed is not unfairly 

discriminatory. This structure has long 

been used by other exchanges and the 

SIPs to reduce the price of data to NonProfessional Users and make it more 

broadly available.79 Offering the 

Exchange Data Feeds to NonProfessional Users with the same data as 

is available to Professional Users results 

in greater equity among data recipients. 

These User fees would be charged 

uniformly to all individuals that have 

access to the Exchange Data Feeds based 

on the category of User. The Exchange 

also believes the proposed User fees for 

MEMOIR Top and MEMOIR Last Sale 

are not unfairly discriminatory because 

the Exchange has proposed to charge 

Professional Users and Non-Professional 

Users the same low rate of $0.01 per 

month. 

Non-Display Use Fees. The Exchange 

believes the proposed Non-Display 

Usage fees for the MEMOIR Depth feed 

are not unfairly discriminatory because 

they would require subscribers for nondisplay use to pay fees depending on 

their use of the data, either for operation 

of a Trading Platform or not, but would 

not impose multiple fees to the extent 

a Firm operates multiple Trading 

Platforms or has multiple different types 

of non-display use. As noted above, 

non-display data can be used by data 

recipients for a wide variety of profitgenerating purposes as well as purposes 

that do not directly generate revenues 

but nonetheless substantially reduce the 

recipient’s costs by automating certain 

functions. This segmented fee structure 

is not unfairly discriminatory because 

no subscriber of non-display data would 

be charged a fee for a category of use in 

which it did not actually engage. 

The Exchange also believes that, 

regarding non-display use for operation 

of a Trading Platform, it is not 

unreasonably discriminatory to charge a 

higher fee for each Firm operating a 

Trading Platform (as compared to other 

Non-Display Usage not by Trading 

Platforms) because such use of the data 

is directly in competition with the 

Exchange and the Exchange should be 

permitted to recoup some of its lost 

trading revenue by charging for the data 

that makes such competition possible. 

The Exchange believes that it is not 

unreasonably discriminatory to charge a 

single fee for an operator of Trading 

Platforms that operates more than one 

Trading Platform because operators of 

Trading Platforms are many times 

viewed as a single competing venue or 

group, even if there a multiple liquidity 

pools operated by the same competitor. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the Exchange Data Feeds are not 

unfairly discriminatory. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,80 the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

Intra-Market Competition 

The Exchange does not believe that 

the proposed rule change would place 

certain market participants at the 

Exchange at a relative disadvantage 

compared to other market participants 

or affect the ability of such market 

participants to compete. In particular, 

while the Exchange has not officially 

proposed fees for Exchange Data Feeds 

until now, Exchange personnel have 

been informally discussing potential 

fees for Exchange Data Feeds with a 

diverse group of market participants 

that receive data from the Exchange 

(including large and small firms, trading 

firms and market data only firms, etc.). 

The Exchange has received no official 

complaints from Members, nonMembers, or third-parties that 

redistribute the Exchange Data Feeds, 

that the Exchange’s fees or the proposed 

fees for Exchange Data Feeds would 

negatively impact their abilities to 

compete with other market participants 

or that they are placed at a disadvantage 

relative to others. The Exchange does 

not believe that the proposed fees for 

Exchange Data Feeds place certain 

market participants at a relative 

disadvantage to other market 

participants because, as noted above, 

the proposed fees are associated with 

usage of Exchange Data Feeds by each 

market participant based on the type of 

business they operate, and the decision 

to subscribe to one or more Exchange 

Data Feeds is based on objective 

differences in usage of Exchange Data 

Feeds among different Firms, which are 

still ultimately in the control of any 

particular Firm, and such fees do not 

impose a barrier to entry to smaller 

participants. Accordingly, the proposed 

fees for Exchange Data Feeds do not 

favor certain categories of market 

participants in a manner that would 

impose a burden on competition; rather, 

the allocation of the proposed fees 

reflects the types of Exchange Data 

Feeds consumed by various market 

participants and their usage thereof. 

Inter-Market Competition 

The Exchange does not believe the 

proposed fees place an undue burden on 

competition on other SROs that is not 

necessary or appropriate. In particular, 

market participants are not forced to 

subscribe to any of the Exchange Data 

Feeds, as described above. Additionally, 

other exchanges have similar market 

data fees in place for their participants, 

but with higher rates to connect.81 The 

Exchange is also unaware of any 

assertion that the proposed fees for 

Exchange Data Feeds would somehow 

unduly impair its competition with 

other exchanges. 


lotter on DSK11XQN23PROD with NOTICES1
21246 Federal Register / Vol. 87, No. 69 / Monday, April 11, 2022 / Notices 

82 15 U.S.C. 78s(b)(3)(A)(ii). 

83 17 CFR 240.19b–4(f)(2). 

84 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

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

4See Securities Exchange Act Release No. 93557 

(November 10, 2021), 86 FR 64268 (November 17, 

2021). 

5 15 U.S.C. 78s(b)(2)(B). 

6See Securities Exchange Act Release No. 93883 

(December 30, 2021), 87 FR 523 (January 5, 2022). 

7 17 CFR 200.30–3(a)(12). 

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 82 and Rule 

19b-4(f)(2) 83 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MEMX–2022–03 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–2022–03. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MEMX–2022–03 and 

should be submitted on or before May 

2, 2022. 

April 11, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.84

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–07627 Filed 4–8–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94609; File No. SR–IEX– 

2021–14] 

Self-Regulatory Organizations; 

Investors Exchange LLC; Notice of 

Withdrawal of a Proposed Rule Change 

To Amend Its Fee Schedule for Market 

Data Fees 

April 5, 2022. 

On November 1, 2021, Investors 

Exchange LLC (‘‘IEX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to amend its Fee 

Schedule for Market Data Fees. The 

proposed rule change was immediately 

effective upon filing with the 

Commission pursuant to Section 

19(b)(3)(A) of the Act.3 The proposed 

rule change was published for comment 

in the Federal Register on November 17, 

2021.4 On December 30, 2021, the 

Commission temporarily suspended the 

proposed rule change and instituted 

proceedings under Section 19(b)(2)(B) of 

the Act 5 to determine whether to 

approve or disapprove the proposed 

rule change.6 On April 1, 2022, IEX 

withdrew the proposed rule change 

(SR–IEX–2021–14). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–07624 Filed 4–8–22; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Delegation of Authority No. 530] 

Delegation of Authority to the 

Assistant Secretary for East Asian and 

Pacific Affairs Relating to Oversight of 

the American Institute in Taiwan 

By virtue of the authority vested in 

the Secretary of State by the laws of the 

United States, including the State 

Department Basic Authorities Act, as 

amended (22 U.S.C. 2651a), the Taiwan 

Relations Act (22 U.S.C. 3301 et seq.), 

E.O. 13014, and the Foreign Service Act 

of 1980, as amended (22 U.S.C. 3983(d)), 

I hereby delegate to the Assistant 

Secretary for East Asian and Pacific 

Affairs, to the extent authorized by law, 

oversight authority over the American 

Institute in Taiwan (AIT), including but 

not limited to approving staffing 

changes that require national interest 

determinations for assignments or 

details of U.S. government employees as 

the case may be. 

Any act, executive order, regulation, 

or procedure subject to, or affected by, 

this delegation shall be deemed to be 

such act, executive order, regulation, or 

procedure as amended from time to 

time. Authorities delegated herein may 

be re-delegated, to the extent authorized 

by law. 

The Secretary, the Deputy Secretary, 

the Deputy Secretary for Management 

and Resources, the Under Secretary for 

Political Affairs, and the Under 


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