From:	Antonio Santos<EMAIL_ADDRESS>Sent:	Thursday, January 21, 2010 1:26 PM
To:	Tanya Parise
Subject:	RE: FW: EPA Proposed Existing RICE NESHAP - Cost of Aftertreatment

Hi, Tanya.  Sorry for the delay.  I passed along your question to MECA member
companies two weeks ago and just received responses this week.
Below are the two responses I received.

Hope this helps.

Antonio

---

Response #1:

Generally, you will not find any information for DPFs and DOCs for engines
over 2000 ekW.  The systems themselves become quite costly and cumbersome when
applied to very large engines.  I ran some numbers just to get some idea as to
the cost for a 2500 ekW engine and found that, for the DPF alone (our system
incorporates both the DPF and DOC in the same housing ), the price would be in
excess of $125,000.  We find that, when a site requires power in excess of
2000 ekW, they will install multiple gen sets to accomplish their needs.  The
main issue with these devices is the back pressure they impart on the engine.
Once the exhaust flow exceeds a certain rate, the number of filters and
catalyst elements required for safe engine operation increases dramatically
along with the size of the housings.  The result is units that become
extremely large in size and weight, making both shipping and installation both
costly and challenging.

Response #2:

In our experience, there is no off-the shelf solution for engines applications
of this size due to the site specific details for every project.  These
engines normally have site specific emission permits, which will vary greatly
according to operating specification and emission standards for the
jurisdiction.  The design and configuration of the existing exhaust system
(ducting, bellows, silencers, stacks,
etc.) in some cases allow for easy retrofit of emission controls and, in other
cases, pose significant challenges in cost and complexity.

That said, the emission control technology for these engines are generally
scaled-up versions of existing DOC and DPF technology.  The cost of this
technology per unit horsepower tends to remain the same or decrease as the
engine size increases.  Our experience is that this rule continues to apply on
lean-burn engines above 3000 hp.  Therefore, following this rule, the
estimated cost for a DOC on a 3000 hp engine is approximately 3x$8500 =
$25,500.  The installation cost can vary significantly -- approximately $1000
to $10,000 depending on the complexity of the exhaust system retrofit.

-----Original Message-----
From: Tanya Parise<EMAIL_ADDRESS>Sent: Tuesday, December 22, 2009 7:39 AM
To: Antonio Santos
Subject: RE: FW: EPA Proposed Existing RICE NESHAP - Cost of Aftertreatment

Antonio,

I wanted to follow-up on the question I asked below.  I apologize if you've
already sent a response, but I haven't received anything.  Does MECA have a
response?

Tanya

-----Original Message-----
From: Tanya Parise<EMAIL_ADDRESS>Sent: Wednesday, October 14, 2009 11:18 AM
To: 'Antonio Santos'
Subject: RE: FW: EPA Proposed Existing RICE NESHAP - Cost of Aftertreatment

Antonio,

Thanks.  I really appreciate the information.  It's very helpful for our
rulemaking.
One follow-up question.  In the comments, MECA cited California's information
on costs for applying DOC and DPFs to diesel engines.  As far as I know, those
costs were mostly applicable to engines less than about 3,000
HP.  Is that right?

Does MECA have any information on the costs of applying DOC and DPF to larger
stationary diesel engines, say about 3,000 HP?  We've heard that catalysts and
associated equipment would be more expensive for larger engines than what EPA
estimated for proposal and want to get an estimate of what such costs would
be.

Tanya

-----Original Message-----
From: Antonio Santos<EMAIL_ADDRESS>Sent: Friday, October 02, 2009 5:06 PM
To<EMAIL_ADDRESS>Subject: RE: FW: EPA Proposed Existing RICE NESHAP - Cost of Aftertreatment

Hi, Tanya.  Per your request, MECA staff surveyed its member companies to
assess the the validity of the emission control costs for stationary IC
engines shown in your e-mail.  (Note:  I also provided the member companies
with a copy of your February 25, 2009 cost memo that was posted in the EPA
docket.)  We received two responses from our member companies.  I've
summarized the responses below.

Hope this helps.  Please feel free to contact me<EMAIL_ADDRESS>if you
have any questions.

If I receive any additional input from our members, I will forward the
responses along to you.

Antonio

---

Response #1:

I have reviewed the comments in Tanya's email and feel that the NSCR capital
cost are overestimated.  We would expect the total capital cost to be in the
range of $5,000.00 to about $15,000.00.  These numbers assume converter costs
and installation.  It does not take into consideration silencing.  Properly
sized catalyst should not require any maintenance for at least 3 years.  The
only cost that should be needed during that time would be the annual
certification.  We would estimate this to be about $2,000.00 per engine per
year.  Catalyst cleaning would be the only other cost involved; we would
estimate that to be about
$500.00 per catalyst element.

For 4SLB engines, we would expect the total cost to be in the range of
$3,000.00 to $12,000.00 without considering any silencing.  As for annual
operating costs, they also seem to be high.  As above, properly sized catalyst
should not require any maintenance for at least 3 years.
The only cost that should be needed during that time frame would be the annual
certification.  We would estimate this to be about $2,000.00 per engine per
year.  Catalyst cleaning would be the only other cost involved; we would
estimate that to be about $500.00 per catalyst
element.

2SLB engine are a little more difficult to estimate.  Major contributing
factors are the percent reduction needed, exhaust temperatures, and the
maximum allowable back pressure on the engine.  Typically, the requirement
calls for CO reduction.  At times, we have seen that to meet the back pressure
requirement it requires additional catalyst to be installed.  Also, these
engines typically have a rated horsepower greater than 500.  With all that
said, our estimate for engines of 500 hp or less:  the capital cost would be
about $20,000.00 to $45,000.00 per engine and once again no silencing.  The
annual operating cost should be the same as the only yearly cost will be for
the annual certification (about $2,000.00 per engine).  Catalyst cleaning,
when needed, will be about the same at $500.00 per catalyst element.  For
example, if there are eight elements in the converter, we would assume
$4,000.00 per engine.

Response #2:

To assess the validity of the cost estimates in the report, I provide a few
pricing examples below.

The prices for the catalysts are directly based on our current price list.  We
are not suppliers of A/F controllers and do not conduct installation, but I
have provided estimates for those items as well.
All prices take into account the mark-ups for our dealers and re-sellers.

Based on these examples, I would say the capital cost component given in the
report (Section 3.1 in the cost memo) is quite realistic, and perhaps even
overly conservative.

500 hp, rich burn:
Catalytic converter - $5,500
A/F Controller - $4,000
Installation - ~$1,500

1,000 hp, rich burn:
Catalytic converter - $11,000
A/F Controller - $4,000
Installation - ~$2,000

1,000 hp, lean burn:
Catalytic converter - $8,500
A/F Controller - N/A
Installation - ~$1,000

We are only manufacturers and don't get involved in the service side of the
business.  However, the operating costs presented in the report look realistic
in my view.

-----Original Message-----
From: Tanya Parise<EMAIL_ADDRESS>Sent: Thursday, September 03, 2009 2:27 PM
To: Joe Kubsh
Subject: Re: FW: EPA Proposed Existing RICE NESHAP - Cost of Aftertreatment

Josh,

I appreciate it.  Please note my new email address (I've left the company I
was previously with when I emailed you originally, but I am still working with
EPA on this project<EMAIL_ADDRESS>Please use this address when you send MECA's response.

Thanks so much.
Tanya
>
>
>
> -----Original Message-----
> From: Joe Kubsh<EMAIL_ADDRESS>> Sent: Tue 9/1/2009 10:45 AM
> To: Tanya Parise
> Subject: RE: EPA Proposed Existing RICE NESHAP - Cost of
> Aftertreatment
>
> Tanya, MECA is reaching out to our members to get some input to your
> cost questions.  We will be back to you soon with our input.
>
> Joe Kubsh
> MECA
>
> ________________________________
>
> From: Tanya Parise<EMAIL_ADDRESS>> Sent: Fri 8/28/2009 10:35 AM
> To: Joe Kubsh
> Subject: EPA Proposed Existing RICE NESHAP - Cost of Aftertreatment
>
>
>
> Joseph,
>
> I am a contractor working with Ms. Melanie King of the US EPA on the
> existing RICE NESHAP.  We are hoping MECA can assist EPA in providing
> additional cost information on adding aftertreatment to existing
> stationary engines and verifying some available aftertreatment costs.
>
> In MECA's comments on the proposal, MECA cited some information on the

> cost of retrofitting DOC and DPF to existing stationary diesel engines

> from the CA ARB.  In terms of retrofitting gas engines with oxidation
> catalyst for lean burn engines and NSCR for rich burn engines, does
> MECA have any information on the total costs of these controls that
> you could share with EPA?
>
> Comments received on the proposal suggested that EPA's costs were
> underestimated and some commenters indicated that total capital costs
> were on the order of $8,000-$25,000 for adding NSCR to engines below
> 500 HP with annual operating costs of $3,000-$11,000.  For 4SLB
> engines, industry indicated that capital costs would be in ballpark of

> $10,000-$25,000 with annual costs of $5,000-$7,000 with an oxidation
> catalyst.  For 2SLB engines, industry indicated that costs would be
> higher at $64,000 in capital costs and $20,000 in annual costs to add
> oxidation catalyst.  Does MECA feel that these estimates are
> reasonable and representative of the actual costs to retrofit engines?

> Any information you can send us to either support or refute these
numbers would be greatly appreciated.
>
> I appreciate any guidance and information MECA can provide on this
> matter and look forward to your response.
>
> Thanks,
> Tanya
>
> Tanya Parise
> Senior Chemical Engineer
> Alpha-Gamma Technologies, Inc.
> 3301 Benson Drive, Suite 535
> Raleigh, NC 27609
> Phone :<PHONE_NUMBER> ext: 109
> Fax :<PHONE_NUMBER>
> Email<EMAIL_ADDRESS>> URL : http://www.alpha-gamma.com
>
>
>
>
>


[Federal Register Volume 83, Number 131 (Monday, July 9, 2018)]
[Notices]
[Pages 31746-31747]
[FR Doc No: 2018-14558]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP18-506-000]

Portland Natural Gas Transmission System; Notice of Applications

    Take notice that on June 19, 2018, Portland Natural Gas
Transmission System (Portland Natural Gas), 700 Louisiana Street, Suite
700, Houston, TX 77002-2700, filed an application under section 7(c)
and 7(b) of the Natural Gas Act (NGA), 15 U.S.C. Sections 717f(c) and
717f(b), and Parts 157 and 284 of the Commission's rules \1\ and
regulations for Phase III of the Portland Xpress Project. Portland
Natural Gas requests authorization to install one new 6,300 horsepower
compressor unit at the existing Eliot Compressor Station located in
York County, Maine and modifications to the infrastructure at the
existing Westbrook Compressor Station and Dracut Metering and
Regulating Station located in Cumberland County, Maine and Middlesex
County, Massachusetts respectively. Upon completion, the project will
increase the certificated capacity on Portland Natural Gas' wholly-
owned north system from Pittsburg, New Hampshire, to Westbrook, Maine,
by 24.375 MMcf/d, and increase Portland Natural Gas' certificated
capacity on the system it jointly owns with Maritimes & Northeast
Pipeline, L.L.C. from Westbrook, Maine, to Dracut, Massachusetts by
22.339 MMcf/d. Additionally, Portland Natural Gas is requesting to
abandon the leased capacity previously requested in CP18-479-000 and to
acquire a proportionate share of ownership interest in a compressor
unit at the Westbrook Compressor Station. Portland Natural Gas
estimates the total cost of the project to be $90.3 million, all as
more fully described in the application which is on file with the
Commission and open to public inspection. The filing may also be viewed
on the web at http://www.ferc.gov using the ``eLibrary'' link. Enter
the docket number excluding the last three digits in the docket number
field to access the document. For assistance, contact FERC at
[email protected] or call toll-free,<PHONE_NUMBER> or TTY,
(202) 502-8659.
---------------------------------------------------------------------------

    \1\ 18 CFR parts 157 and 284 (2017).
---------------------------------------------------------------------------

    Any questions regarding this application should be directed to
Robert Jackson, Manager, Certificates & Regulatory Administration,
Portland Natural Gas Transmission System, 700 Louisiana Street, Suite
700, Houston, Texas 77002-2700, or call<PHONE_NUMBER>, or email:
[email protected].
    Pursuant to section 157.9 of the Commission's rules (18 CFR 157.9),
within 90 days of this Notice, the Commission staff will either:
complete its environmental assessment (EA) and place it into the
Commission's public record (eLibrary) for this proceeding; or issue a
Notice of Schedule for Environmental Review. If a Notice of Schedule
for Environmental Review is issued, it will indicate, among other
milestones, the anticipated date for the Commission staff's issuance of
the final environmental impact statement (FEIS) or EA for this
proposal. The filing of the EA in the Commission's public record for
this proceeding or the issuance of a Notice of Schedule for
Environmental Review will serve to notify federal and state agencies of
the timing for the completion of all necessary reviews, and the
subsequent need to complete all federal authorizations within 90 days
of the date of issuance of the Commission staff's FEIS or EA.
    There are two ways to become involved in the Commission's review of
this project. First, any person wishing to obtain legal status by
becoming a party to the proceedings for this project should, on or
before the comment date stated below file with the Federal Energy
Regulatory Commission, 888 First Street NE, Washington, DC 20426, a
motion to intervene in accordance with the requirements of the
Commission's Rules of Practice and Procedure (18 CFR 385.214 or
385.211) and the Regulations under the NGA (18 CFR 157.10). A person
obtaining party status will be placed on the service list maintained by
the Secretary of the Commission and will receive copies of all
documents filed by the applicant and by all other parties. A party must
submit 7 copies of filings made in the proceeding with the Commission
and must mail a copy to the applicant and to every other party. Only
parties to the

proceeding can ask for court review of Commission orders in the
proceeding.
    However, a person does not have to intervene in order to have
comments considered. The second way to participate is by filing with
the Secretary of the Commission, as soon as possible, an original and
two copies of comments in support of or in opposition to this project.
The Commission will consider these comments in determining the
appropriate action to be taken, but the filing of a comment alone will
not serve to make the filer a party to the proceeding. The Commission's
rules require that persons filing comments in opposition to the project
provide copies of their protests only to the party or parties directly
involved in the protest.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commentors will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commentors will not be required to serve copies of filed
documents on all other parties. However, the non-party commentors will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the eFiling link at
http://www.ferc.gov. Persons unable to file electronically should
submit an original and 5 copies of the protest or intervention to the
Federal Energy regulatory Commission, 888 First Street NE, Washington,
DC 20426.
    Comment Date: July 19, 2018.

    Dated: June 28, 2018.
Kimberly D. Bose,
Secretary.
[FR Doc. 2018-14558 Filed 7-6-18; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 78, Number 54 (Wednesday, March 20, 2013)]
[Rules and Regulations]
[Pages 17080-17081]
[FR Doc No: 2013-06114]

-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2012-1100; Directorate Identifier 2012-NE-29-AD;
Amendment 39-17385; AD 2013-05-13]
RIN 2120-AA64

Airworthiness Directives; Rolls-Royce Deutschland Ltd & Co KG
Turbofan Engines

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: We are adopting a new airworthiness directive (AD) for certain
Rolls-Royce Deutschland Ltd & Co KG (RRD) BR700-710 series turbofan
engines. This AD requires replacement of the affected fuel pump splined
couplings. This AD was prompted by service experience that demonstrated
premature wear of the splined coupling on the fuel pump. We are issuing
this AD to prevent failure of the engine and loss of the airplane.

DATES: This AD becomes effective April 24, 2013.

ADDRESSES: The Docket Operations office is located at Docket Management
Facility, U.S. Department of Transportation, 1200 New Jersey Avenue
SE., West Building Ground Floor, Room W12-140, Washington, DC 20590-
0001.

FOR FURTHER INFORMATION CONTACT: Frederick Zink, Aerospace Engineer,
Engine Certification Office, FAA, Engine & Propeller Directorate, 12
New England Executive Park, Burlington, MA 01803; email:
<EMAIL_ADDRESS>phone:<PHONE_NUMBER>; fax:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Discussion

    We issued a notice of proposed rulemaking (NPRM) to amend 14 CFR
part 39 to include an AD that would apply to the specified products.
That NPRM was published in the Federal Register on November 7, 2012 (77
FR 66771). That NPRM proposed to require replacement of the affected
fuel pump splined couplings. The Mandatory Continuing Airworthiness
Information states:

    In-service experience of RRD BR700-710 fuel pump installed on
the rear face of the accessory gearbox identified premature wear of
the splined coupling, which caused damage to the splined coupling.
    This condition, if not corrected, could lead to failure of
engine fuel supply, likely resulting in an uncommanded in-flight
shutdown and consequently reduced control of the aeroplane.

Comments

    We gave the public the opportunity to participate in developing
this AD. We considered the comment received.

Request To Withdraw the AD

    An anonymous commenter requested that the FAA withdraw the proposed
rule (77 FR 66771, November 7, 2012). The commenter indicated that the
rule is a ``waste of government resources'' because a service bulletin
has been issued and larger companies and individuals will comply
because it is in their best interest while smaller companies will
``suffer.''
    We do not agree. We reviewed the service experience of the affected
fuel pump splined couplings and determined that an unsafe condition
exists and that corrective action is required. Although some operators
may take corrective action based on the service bulletin, the issuance
of an AD makes compliance mandatory for all. We made no change to the
AD.

Change to Installation Prohibition Paragraph

    We determined when reviewing the proposed rule (77 FR 66771,
November 7, 2012), that the Installation Prohibition paragraph (g) was
not consistent with the compliance paragraph (e). The Installation
Prohibition paragraph in the NPRM forbids returning to service any
engine with a fuel pump with an affected splined coupling that has
accumulated 4,000 hours time in service (TIS). This prohibition is not
consistent with compliance paragraph (e) which allows engines with
affected spline couplings to be returned to service for those engines
with 3,750 hours or more TIS, while allowing an additional 250 hours
TIS to comply. The Installation Prohibition paragraph should have been
directed against ``installing'' an affected fuel pump into an engine or
installing an engine with an affected fuel pump into an aircraft rather
than against returning an engine to service with an affected fuel pump.
    The Installation Prohibition paragraph now reads: ``After the
effective date of this AD, do not install into any engine a fuel pump
with an affected splined coupling that has accumulated 4,000 hours TIS,
or install any engine with an affected splined coupling that has
accumulated 4,000 hours TIS onto an airplane.''

Conclusion

    We reviewed the available data, including the comment received, and
determined that air safety and the public interest require adopting the
AD with the changes described previously. We determined that these
changes will not increase the economic burden on any operator or
increase the scope of the AD.

Costs of Compliance

    We estimate that this AD affects about 1,040 engines installed on
airplanes of U.S. registry. We also estimate that it will take about 6
hours per engine to comply with this AD. The average labor rate is $85
per hour. Required parts cost about $1,035 per engine. Based on these
figures, we estimate the cost of this AD to U.S. operators to be
$1,606,800.

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, section 106, describes the
authority of the FAA Administrator. ``Subtitle VII: Aviation
Programs,'' describes in more detail the scope of the Agency's
authority.
    We are issuing this rulemaking under the authority described in
``Subtitle VII, Part A, Subpart III, Section 44701: General
requirements.'' Under that section, Congress charges the FAA with
promoting safe flight of civil aircraft in air commerce by prescribing
regulations for practices, methods, and procedures the Administrator
finds necessary for safety in air commerce. This regulation is within
the scope of that authority because it addresses an unsafe condition
that is likely to exist or develop on products identified in this
rulemaking action.

Regulatory Findings

    We determined that this AD will not have federalism implications
under Executive Order 13132. This AD will not have a substantial direct
effect on the States, on the relationship between the national
government and the States, or on the distribution of power and
responsibilities among the various levels of government.
    For the reasons discussed above, I certify this AD:
    1. Is not a ``significant regulatory action'' under Executive Order
12866;
    2. Is not a ``significant rule'' under the DOT Regulatory Policies
and Procedures (44 FR 11034, February 26, 1979); and
    3. Will not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.
    We prepared a regulatory evaluation of the estimated costs to
comply with this AD and placed it in the AD docket.

Examining the AD Docket

    You may examine the AD docket on the Internet at http://www.regulations.gov; or in person at the Docket Operations office
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays. The AD docket contains this AD, the regulatory evaluation,
any comments received, and other information. The street address for
the Docket Operations office (phone:<PHONE_NUMBER>) is provided in the
ADDRESSES section. Comments will be available in the AD docket shortly
after receipt.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

Adoption of the Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA amends 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority: 49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13  [Amended]

0
2. The FAA amends Sec.  39.13 by adding the following new AD:

2013-05-13 Rolls-Royce Deutschland Ltd & Co KG (Formerly Rolls-Royce
Deutschland GmbH, and BMW Rolls-Royce plc): Amendment 39-17385;
Docket No. FAA-2012-1100; Directorate Identifier 2012-NE-29-AD.

(a) Effective Date

    This airworthiness directive (AD) becomes effective April 24,
2013.

(b) Affected ADs

    None.

(c) Applicability

    This AD applies to Rolls-Royce Deutschland Ltd & Co KG (RRD)
BR700-710A1-10 and BR700-710A2-20 turbofan engines, all serial
numbers, and BR700-710C4-11 turbofan engines that have either of the
following hardware configuration standards engraved on the engine
data plate:
    (1) Standard ``710C4-11''--RRD Alert Non-Modification Service
Bulletin (NMSB) SB-BR700-72-101466 standard not incorporated, or
    (2) Standard ``710C4-11/10''--RRD Alert NMSB SB-BR700-72-101466
standard incorporated.

(d) Reason

    This AD was prompted by service experience that demonstrated
premature wear of the splined coupling on the fuel pump. We are
issuing this AD to prevent failure of the engine and loss of the
airplane.

(e) Actions and Compliance

    Unless already done, do the following.
    (1) After the effective date of this AD, replace the fuel pump
splined coupling as follows and every 4,000 hours time in service
(TIS) thereafter:
    (i) If the engine has 3,750 hours TIS or more on the effective
date of this AD, within 250 hours TIS.
    (ii) If the engine has less than 3,750 hours TIS on the
effective date of this AD, before reaching 4,000 hours TIS.
    (2) If you replaced the engine fuel pump splined coupling before
the effective date of this AD, replace the fuel pump splined
coupling before reaching 4,000 hours TIS since last replacement, or
before further flight, whichever comes later.

(f) Installation Prohibition

    After the effective date of this AD, do not install into any
engine a fuel pump with an affected splined coupling that has
accumulated 4,000 hours TIS, or install any engine with an affected
splined coupling that has accumulated 4,000 hours TIS onto an
airplane.

(g) Alternative Methods of Compliance (AMOCs)

    The Manager, Engine Certification Office, FAA, may approve AMOCs
to this AD. Use the procedures found in 14 CFR 39.19 to make your
request.

(h) Related Information

    (1) For more information about this AD, contact Frederick Zink,
Aerospace Engineer, Engine Certification Office, FAA, Engine &
Propeller Directorate, 12 New England Executive Park, Burlington, MA
01803; email<EMAIL_ADDRESS>phone:<PHONE_NUMBER>; fax: 781-
238-7199.
    (2) Refer to Mandatory Continuing Airworthiness Information AD
No. 2012-0161, dated August 24, 2012, and RRD Alert NMSB SB-BR700-
72-A900509, Revision 3, dated August 2, 2012, for related
information.
    (3) For service information identified in this AD, contact
Rolls-Royce Deutschland Ltd & Co KG, Eschenweg 11, Dahlewitz, 15827
Blankenfelde-Mahlow, Germany; phone: 49 0 33-7086-1883; fax: 49 0
33-7086-3276. You may view the service information at the FAA,
Engine & Propeller Directorate, 12 New England Executive Park,
Burlington, MA. For information on the availability of this material
at the FAA, call<PHONE_NUMBER>.

(i) Material Incorporated by Reference

    None.

    Issued in Burlington, Massachusetts, on March 7, 2013.
Colleen M. D'Alessandro,
Assistant Manager, Engine & Propeller Directorate, Aircraft
Certification Service.
[FR Doc. 2013-06114 Filed 3-19-13; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 88, Number 45 (Wednesday, March 8, 2023)]
[Notices]
[Pages 14427-14435]
[FR Doc No: 2023-04688]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97028; File No. SR-MEMX-2023-05]

Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule

March 2, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on February 28, 2023, MEMX LLC (``MEMX'' or the ``Exchange'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rule change as described in Items I, II, and III below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing with the Commission a proposed rule change
to amend the Exchange's fee schedule applicable to Members \3\ (the
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). The
Exchange proposes to implement the changes to the Fee Schedule pursuant
to this proposal on March 1, 2023. The text of the proposed rule change
is provided in Exhibit 5.
---------------------------------------------------------------------------

    \3\ See Exchange Rule 1.5(p).
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend the Fee
Schedule to: (i) reduce the base rebate for executions of orders in
securities priced at or above $1.00 per share that add displayed
liquidity to the Exchange (such orders, ``Added Displayed Volume'');
(ii) reduce the base rebate for executions of Retail Orders \4\ in
securities priced at or above $1.00 per share that add displayed
liquidity to the Exchange (such orders, ``Added Displayed Retail
Volume''); (iii) reduce the base rebates for executions of orders in
securities priced at or above $1.00 per share that add non-displayed
liquidity to the Exchange (such orders, ``Added Non-Displayed
Volume''); (iv) modify the Liquidity Provision Tiers; (v) modify the
required criteria under NBBO Setter/Joiner Tier 1; (vi) modify the Non-
Display Add Tiers; (vii) modify Liquidity Removal Tier 1 and adopt a
new Liquidity Removal Tier 2; (viii) modify the required criteria under
the Sub-Dollar Rebate Tier; and (ix) eliminate the special pricing for
executions of Pegged Orders \5\ with a Midpoint Peg \6\ instruction
(such orders, ``Midpoint Peg Orders'') and a time-in-force (``TIF'')
instruction of IOC \7\ or FOK \8\ that execute at the midpoint of the
national best bid and offer (``NBBO'') and remove liquidity from the
Exchange upon entry (such orders, ``Midpoint Peg IOC/FOK Orders'').
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    \4\ A ``Retail Order'' means an agency or riskless principal
order that meets the criteria of FINRA Rule 5320.03 that originates
from a natural person and is submitted to the Exchange by a Retail
Member Organization (``RMO''), provided that no change is made to
the terms of the order with respect to price or side of market and
the order does not originate from a trading algorithm or any other
computerized methodology. See Exchange Rule 11.21(a).
    \5\ See Exchange Rule 11.6(h).
    \6\ See Exchange Rule 11.6(h)(2).
    \7\ See Exchange Rule 11.6(o)(1).
    \8\ See Exchange Rule 11.6(o)(3).
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    The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues, to
which market participants may direct their order flow. Based on
publicly

available information, no single registered equities exchange currently
has more than approximately 15% of the total market share of executed
volume of equities trading.\9\ Thus, in such a low-concentrated and
highly competitive market, no single equities exchange possesses
significant pricing power in the execution of order flow, and the
Exchange currently represents approximately 3% of the overall market
share.\10\ The Exchange in particular operates a ``Maker-Taker'' model
whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the
Exchange. The Fee Schedule sets forth the standard rebates and fees
applied per share for orders that add and remove liquidity,
respectively. Additionally, in response to the competitive environment,
the Exchange also offers tiered pricing, which provides Members with
opportunities to qualify for higher rebates or lower fees where certain
volume criteria and thresholds are met. Tiered pricing provides an
incremental incentive for Members to strive for higher tier levels,
which provides increasingly higher benefits or discounts for satisfying
increasingly more stringent criteria.
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    \9\ Market share percentage calculated as of February 28, 2023.
The Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
    \10\ Id.
---------------------------------------------------------------------------

Reduce Base Rebate for Added Displayed Volume
    Currently, the Exchange provides a base rebate of $0.0020 per share
for executions of Added Displayed Volume. The Exchange now proposes to
reduce the base rebate for executions of Added Displayed Volume to
$0.0018 per share.\11\ The purpose of reducing the base rebate for
executions of Added Displayed Volume is for business and competitive
reasons, as the Exchange believes that reducing such rebate as proposed
would decrease the Exchange's expenditures with respect to its
transaction pricing in a manner that is still consistent with the
Exchange's overall pricing philosophy of encouraging added displayed
liquidity. The Exchange notes that despite the reduction proposed
herein, the proposed base rebate for executions of Added Displayed
Volume remains in line with, or higher than, the base rebates provided
by other exchanges for executions of orders in securities priced at or
above $1.00 per share that add displayed liquidity.\12\
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    \11\ The proposed base rebate for executions of Added Displayed
Volume is referred to by the Exchange on the Fee Schedule under the
existing description ``Added displayed volume'' with a Fee Code of
``B'', ``D'' or ``J'', as applicable, on execution reports.
    \12\ See, e.g., the Nasdaq Stock Market LLC (``Nasdaq'') Price
List--Trading Connectivity (available at http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2), which reflects a base rebate of
$0.0018 per share for executions of orders in Tape A and Tape B
securities priced at or above $1.00 per share that add displayed
liquidity and a base rebate of $0.0013 per share for executions of
orders in Tape C securities priced at or above $1.00 per share that
add displayed liquidity; the Cboe BZX Exchange, Inc. (``Cboe BZX'')
equities trading fee schedule on its public website (available at
https://www.cboe.com/us/equities/membership/fee_schedule/bzx/),
which reflects a base rebate of $0.0016 per share for executions of
orders in securities priced at or above $1.00 per share that add
displayed liquidity.
---------------------------------------------------------------------------

Reduce Base Rebate for Added Displayed Retail Volume
    Currently, the Exchange provides a base rebate of $0.0035 per share
for executions of Added Displayed Retail Volume. The Exchange now
proposes to reduce the base rebate for executions of Added Displayed
Retail Volume to $0.0034 per share.\13\ The purpose of reducing the
base rebate for executions of Added Displayed Retail Volume is for
business and competitive reasons, as the Exchange believes that
reducing such rebate as proposed would decrease the Exchange's
expenditures with respect to its transaction pricing in a manner that
is still consistent with the Exchange's overall pricing philosophy of
encouraging added displayed liquidity. The Exchange notes that despite
the reduction proposed herein, the proposed base rebate for executions
of Added Displayed Retail Volume remains higher than, and competitive
with, the base rebates provided by other exchanges for executions of
attested retail orders in securities priced at or above $1.00 per share
that add displayed liquidity.\14\
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    \13\ The proposed base rebate for executions of Added Displayed
Retail Volume is referred to by the Exchange on the Fee Schedule
under the existing description ``Added displayed volume, Retail
Order'' with a Fee Code of ``Br'', ``Dr'' or ``Jr'', as applicable,
on execution reports.
    \14\ See, e.g., the Cboe BZX equities trading fee schedule on
its public website (available at https://www.cboe.com/us/equities/membership/fee_schedule/bzx/), which reflects a base rebate of
$0.0032 per share for executions of attested retail orders in
securities priced at or above $1.00 per share that add displayed
liquidity; the Cboe EDGX Exchange, Inc. (``Cboe EDGX'') equities
trading fee schedule on its public website (available at https://www.cboe.com/us/equities/membership/fee_schedule/edgx/), which
reflects a base rebate of $0.0032 per share for executions of
attested retail orders in securities priced at or above $1.00 per
share that add displayed liquidity.
---------------------------------------------------------------------------

Reduce Base Rebates for Added Non-Displayed Volume
    The Exchange is proposing to uniformly reduce the base rebates
provided for executions of Added Non-Displayed Volume, which is
comprised of the three following types of orders: (i) Midpoint Peg
Orders in securities priced at or above $1.00 per share that add
liquidity to the Exchange (such orders, ``Added Midpoint Volume'');
(ii) orders, which are not orders subject to Display-Price Sliding that
receive price improvement when executed or Midpoint Peg Orders, in
securities priced at or above $1.00 per share that add non-displayed
liquidity to the Exchange (such orders, ``Added Non-Midpoint Hidden
Volume''); and (iii) orders in securities priced at or above $1.00 per
share subject to Display-Price Sliding that add liquidity to the
Exchange and receive price improvement when executed (such orders,
``Added Price-Improved Volume'').
    Currently, the Exchange provides base rebates of $0.0015 per share
for executions of Added Midpoint Volume, Added Non-Midpoint Hidden
Volume, and Added Price-Improved Volume. The Exchange now proposes to
reduce each of these base rebates to $0.0010 per share.\15\ The purpose
of uniformly reducing the standard rebates for executions of Added
Midpoint Volume, Add Non-Midpoint Hidden Volume, and Added Price-
Improved Volume is for business and competitive reasons, as the
Exchange believes reducing such rebates as proposed would decrease the
Exchange's expenditures with respect to its transaction pricing in a
manner that is still consistent with the Exchange's overall pricing
philosophy of encouraging added displayed liquidity. The Exchange notes
that the proposed base rebate for executions of Added Midpoint Volume
remains in line and competitive with the base rebates provided by at
least one other exchange for executions of similar orders.\16\ The

Exchange also notes that the proposed base rebate for executions of
Added Non-Midpoint Hidden Volume remains in line and competitive with
the base rebate provided by at least one other exchange for executions
of similar orders.\17\ Additionally, the Exchange believes it is
appropriate to also provide the same base rebate for executions of
Added Price-Improved Volume as for executions of Added Midpoint Volume
and Added Non-Midpoint Hidden Volume, as all of these orders similarly
add liquidity to the Exchange and are executed at prices that are not
displayed on the Exchange's order book, and the Exchange notes that all
of these orders are also currently subject to the same base rebate and
pricing structure today.
---------------------------------------------------------------------------

    \15\ The proposed base rebate for executions of Added Midpoint
Volume is referred to by the Exchange on the Fee Schedule under the
existing description ``Added non-displayed volume, Midpoint Peg''
and such orders will continue to receive a Fee Code of ``M'' on
execution reports. The proposed base rebate for executions of Added
Non-Midpoint Hidden Volume is referred to by the Exchange on the Fee
Schedule under the existing description ``Added non-displayed
volume'' and such orders will continue to receive a Fee Code of
``H'' on execution reports. The proposed base rebate for executions
of Added Price-Improved Volume is referred to by the Exchange on the
Fee Schedule under the existing description ``Added volume, order
subject to Display-Price Sliding that receives price improvement
when executed'' and such orders will continue to receive a Fee Code
of ``P'' on execution reports.
    \16\ See, e.g., the Nasdaq Price List--Trading Connectivity
(available at http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2), which reflects a base rebate of
$0.0014 per share for executions of orders in Tape A and Tape B
securities priced at or above $1.00 per share that add non-displayed
midpoint liquidity and a base rebate of $0.0010 per share for
executions of orders in Tape C securities priced at or above $1.00
per share that add non-displayed midpoint liquidity.
    \17\ See, e.g., the Cboe BZX equities trading fee schedule on
its public website (available at https://www.cboe.com/us/equities/membership/fee_schedule/bzx/), which reflects a standard rebate of
$0.0010 per share for executions of orders in securities priced at
or above $1.00 per share that add non-displayed liquidity.
---------------------------------------------------------------------------

Liquidity Provision Tiers
    The Exchange currently provides a base rebate of $0.0020 per share
for executions of Added Displayed Volume, which the Exchange is
proposing to reduce to $0.0018 per share, as described above. The
Exchange also currently offers Liquidity Provision Tiers 1-6 under
which a Member may receive an enhanced rebate for executions of Added
Displayed Volume by achieving the corresponding required volume
criteria for each such tier. The Exchange now proposes to modify the
Liquidity Provision Tiers by reducing the rebates for executions of
Added Displayed Volume and modifying the required criteria under such
tiers and eliminating Liquidity Provision Tier 6, as further described
below.
    With respect to Liquidity Provision Tier 1, the Exchange currently
provides an enhanced rebate of $0.0034 per share for executions of
Added Displayed Volume for Members that qualify for such tier by
achieving: (1) a Displayed ADAV \18\ that is equal to or greater than
0.40% of the TCV; \19\ or (2) an ADAV that is equal to or greater than
0.30% of the TCV and a Step-Up ADAV \20\ from November 2022 that is
equal to or greater than 0.10% of the TCV. The Exchange now proposes to
reduce the rebate for executions of Added Displayed Volume under
Liquidity Provision Tier 1 to $0.00335 per share and to modify the
required criteria such that a Member would now qualify for such tier by
achieving an ADAV (excluding Retail Orders) that is equal to or greater
than 0.45% of the TCV.\21\ The Exchange is not proposing to change the
rebate for executions of orders in securities priced below $1.00 per
share under such tier.
---------------------------------------------------------------------------

    \18\ As set forth on the Fee Schedule, ``ADAV'' means the
average daily added volume calculated as the number of shares added
per day, which is calculated on a monthly basis, and ``Displayed
ADAV'' means ADAV with respect to displayed orders.
    \19\ As set forth on the Fee Schedule, ``TCV'' means total
consolidated volume calculated as the volume reported by all
exchanges and trade reporting facilities to a consolidated
transaction reporting plan for the month for which the fees apply.
    \20\ As set forth on the Fee Schedule, ``Step-Up ADAV'' means
ADAV in the relevant baseline month subtracted from current ADAV.
    \21\ The proposed pricing for Liquidity Provision Tier 1 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume, Liquidity Provision Tier 1''
with a Fee Code of ``B1'', ``D1'' or ``J1'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members. The Exchange notes that because the determination of
whether a Member qualifies for a certain pricing tier for a
particular month will not be made until after the month-end, the
Exchange will provide the Fee Codes otherwise applicable to such
transactions on the execution reports provided to Members during the
month and will only designate the Fee Codes applicable to the
achieved pricing tier on the monthly invoices, which are provided
after such determination has been made, as the Exchange does for its
tier-based pricing today.
---------------------------------------------------------------------------

    With respect to Liquidity Provision Tier 2, the Exchange currently
provides an enhanced rebate of $0.0033 per share for executions of
Added Displayed Volume for Members that qualify for such tier by
achieving: (1) an ADAV that is equal to or greater than 0.25% of the
TCV; and (2) a Non-Displayed ADAV \22\ that is equal to or greater than
5,000,000 shares. The Exchange now proposes to reduce the rebate for
executions of Added Displayed Volume under Liquidity Provision Tier 2
to $0.00325 per share and to modify the required criteria such that a
Member would qualify for such tier by achieving: (1) an ADAV that is
equal to or greater than 0.25% of the TCV; and (2) a Non-Displayed ADAV
that is equal to or greater than 4,000,000 shares.\23\ Thus, such
proposed change would lower the Non-Displayed ADAV threshold in the
second of the two existing alternative criteria. The Exchange is not
proposing to change the rebate for executions of orders in securities
priced below $1.00 per share under such tier.
---------------------------------------------------------------------------

    \22\ As set forth on the Fee Schedule, ``Non-Displayed ADAV''
means ADAV with respect to non-displayed orders (including orders
subject to Display-Price Sliding that receive price improvement when
executed and Midpoint Peg orders).
    \23\ The proposed pricing for Liquidity Provision Tier 2 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume, Liquidity Provision Tier 2''
with a Fee Code of ``B2'', ``D2'' or ``J2'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members.
---------------------------------------------------------------------------

    With respect to Liquidity Provision Tier 3, the Exchange currently
provides an enhanced rebate of $0.0032 per share for executions of
Added Displayed Volume for Members that qualify for such tier by
achieving: (1) an ADAV that is equal to or greater than 0.20% of the
TCV; or (2) an ADAV that is equal to or greater than 15,000,000 shares
and a Step-Up ADAV from October 2022 that is equal to or greater than
0.10% of the TCV. The Exchange now proposes to reduce the rebate for
executions of Added Displayed Volume under Liquidity Provision Tier 3
to $0.0031 per share and to modify the required criteria such that a
Member would now qualify for such tier by achieving an ADAV that is
equal to or greater than 0.20% of the TCV.\24\ Thus, such proposed
change would keep the first of the two existing alternative criteria
intact with no changes and eliminate the second of the two existing
alternative criteria. The Exchange is not proposing to change the
rebate for executions of orders in securities priced below $1.00 per
share under such tier.
---------------------------------------------------------------------------

    \24\ The proposed pricing for Liquidity Provision Tier 3 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume, Liquidity Provision Tier 3''
with a Fee Code of ``B3'', ``D3'' or ``J3'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members.
---------------------------------------------------------------------------

    With respect to Liquidity Provision Tier 4, the Exchange currently
provides an enhanced rebate of $0.0030 per share for executions of
Added Displayed Volume for Members that qualify for such tier by
achieving: (1) an ADAV that is equal to or greater than 0.15% of the
TCV; or (2) an ADAV that is equal to or greater than 15,000,000 shares.
The Exchange now proposes to reduce the rebate for executions of Added
Displayed Volume under Liquidity Provision Tier 4 to $0.0029 per share
and to modify the required criteria such that a Member would now
qualify for such tier by achieving an ADAV that is equal to or greater
than 0.15% of the TCV.\25\ Thus, such proposed change would keep the
first of the two existing alternative criteria intact with no changes
and eliminate the second of the two existing alternative criteria. The
Exchange is not proposing to change the rebate for executions of orders
in

securities priced below $1.00 per share under such tier.
---------------------------------------------------------------------------

    \25\ The proposed pricing for Liquidity Provision Tier 4 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume, Liquidity Provision Tier 4''
with a Fee Code of ``B4'', ``D4'' or ``J4'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members.
---------------------------------------------------------------------------

    With respect to Liquidity Provision Tier 5, the Exchange currently
provides an enhanced rebate of $0.0028 per share for executions of
Added Displayed Volume for Members that qualify for such tier by
achieving: (1) an ADAV that is equal to or greater than 0.10% of the
TCV; or (2) a Displayed ADAV (excluding Retail Orders) that is equal to
or greater than 750,000 shares and a Step-Up Displayed ADAV \26\
(excluding Retail Orders) from October 2022 that is equal to or greater
than 30% of the Member's October 2022 Displayed ADAV (excluding Retail
Orders). The Exchange now proposes to reduce the rebate for executions
of Added Displayed Volume under Liquidity Provision Tier 5 to $0.0027
per share and to modify the required criteria such that a Member would
now qualify for such tier by achieving: (1) an ADAV that is equal to or
greater than 0.075% of the TCV; or (2) a Displayed ADAV (excluding
Retail Orders) that is equal to or greater than 750,000 shares and a
Step-Up Displayed ADAV (excluding Retail Orders) from October 2022 that
is equal to or greater than 30% of the Member's October 2022 Displayed
ADAV (excluding Retail Orders).\27\ Thus, such proposed change would
lower the overall ADAV threshold in the first of the two existing
alternative criteria and keep the second of the two existing
alternative criteria intact with no changes. The Exchange is not
proposing to change the rebate for executions of orders in securities
priced below $1.00 per share under such tier.
---------------------------------------------------------------------------

    \26\ As set forth on the Fee Schedule, ``Step-Up Displayed
ADAV'' means Displayed ADAV in the relevant baseline month
subtracted from current Displayed ADAV.
    \27\ The proposed pricing for Liquidity Provision Tier 5 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume, Liquidity Provision Tier 5''
with a Fee Code of ``B5'', ``D5'' or ``J5'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members.
---------------------------------------------------------------------------

    With respect to Liquidity Provision Tier 6, the Exchange currently
provides an enhanced rebate of $0.0025 per share for executions of
Added Displayed Volume for Members that qualify for such tier by
achieving: (1) an ADAV that is equal to or greater than 0.075% of the
TCV; or (2) a Midpoint ADAV \28\ that is equal to or greater than
1,000,000 shares. The Exchange now proposes to eliminate Liquidity
Provision Tier 6, as the Exchange no longer wishes to, nor is it
required to, maintain such tier, and the Exchange would rather redirect
the associated resources and funding into other programs and tiers
intended to incentivize increased order flow or enhance market quality.
---------------------------------------------------------------------------

    \28\ As set forth on the Fee Schedule, ``Midpoint ADAV'' means
ADAV with respect to Midpoint Peg orders.
---------------------------------------------------------------------------

    The purpose of reducing the rebates for executions of Added
Displayed Volume under Liquidity Provision Tiers 1-5 as proposed, which
the Exchange believes in each case represents a modest reduction and
remains commensurate with the required criteria as modified, and
eliminating Liquidity Provision Tier 6 is for business and competitive
reasons, as the Exchange believes that such rebate reductions and tier
elimination would decrease the Exchange's expenditures with respect to
its transaction pricing in a manner that is still consistent with the
Exchange's overall pricing philosophy of encouraging added liquidity.
The tiered pricing structure for executions of Added Displayed Volume
under the Liquidity Provision Tiers provides an incremental incentive
for Members to strive for higher volume thresholds to receive higher
enhanced rebates for such executions and, as such, is intended to
encourage Members to maintain or increase their order flow, primarily
in the form of liquidity-adding volume, to the Exchange, thereby
contributing to a deeper and more liquid market to the benefit of all
Members and market participants. The Exchange believes that the
Liquidity Provision Tiers, as modified by the proposed changes
described above, reflect a reasonable and competitive pricing structure
that is right-sized and consistent with the Exchange's overall pricing
philosophy of encouraging added and/or displayed liquidity.
Specifically, the Exchange believes that, after giving effect to the
proposed changes described above, the rebate for executions of Added
Displayed Volume provided under each of the Liquidity Provision Tiers
1-5 remains commensurate with the corresponding required criteria under
each such tier and is reasonably related to the market quality benefits
that each such tier is designed to achieve.
NBBO Setter/Joiner Tier 1
    The Exchange currently offers NBBO Setter/Joiner Tiers 1-2 under
which a Member may receive an additive rebate for a qualifying Member's
executions of Added Displayed Volume (other than Retail Orders) that
establish the NBBO (such orders, ``Setter Volume'') and executions of
Added Displayed Volume (other than Retail Orders) that establish a new
best bid or offer on the Exchange that matches the NBBO first
established on an away market (such orders, ``Joiner Volume''). With
respect to NBBO Setter/Joiner Tier 1, the Exchange currently provides
an additive rebate of $0.0004 per share for executions of Setter Volume
and Joiner Volume for Members that qualify for such tier by achieving
an ADAV with respect to orders with Fee Code B \29\ that is equal to or
greater than 0.10% of the TCV. The Exchange now proposes to modify the
required criteria such that a Member would now qualify for such tier by
achieving: (1) an ADAV with respect to orders with Fee Code B that is
equal to or greater than 0.10% of the TCV; or (2) an ADAV with respect
to orders with Fee Code B that is equal to or greater than 10,000,000
shares.\30\ Thus, such proposed change would keep the existing criteria
based on an ADAV threshold that is expressed as a percentage of TCV
intact with no changes and add a new alternative criteria based on an
ADAV threshold that is expressed as a number of shares. The Exchange
notes that, as the proposed change to the required criteria under NBBO
Setter/Joiner Tier 1 merely provides an alternative criteria and does
not change the existing criteria, the Exchange believes that such
change would make the tier easier for Members to achieve, and, in turn,
while the Exchange has no way of predicting with certainty how the
proposed new criteria will impact Member activity, the Exchange expects
that more Members will qualify, or strive to qualify, for such tier
than currently do, resulting in the submission of additional order flow
to the Exchange. The Exchange believes that the additive rebate for
executions of Setter Volume and Joiner Volume provided under NBBO
Setter/Joiner Tier 1, which the Exchange is not proposing to change
with this proposal, remains commensurate with the required criteria
under such tier, as modified, and is reasonably related to the market
quality benefits that such tier is designed to achieve.
---------------------------------------------------------------------------

    \29\ The Exchange notes that orders with Fee Code B include
orders, other than Retail Orders, that establish the NBBO.
    \30\ The pricing for NBBO Setter/Joiner Tier 1 is referred to by
the Exchange on the Fee Schedule under the existing description
``NBBO Setter/Joiner Tier 1'' with a Fee Code of S1 to be appended
to the otherwise applicable Fee Code assigned by the Exchange on the
monthly invoices for qualifying executions.
---------------------------------------------------------------------------

Non-Display Add Tiers
    The Exchange currently offers Non-Display Add Tiers 1-3 under which
a Member may receive an enhanced rebate for executions of Added Non-
Displayed Volume by achieving the corresponding required volume
criteria for each such tier. The Exchange now proposes to modify the
Non-Display

Add Tiers by modifying the required criteria under Non-Display Add Tier
2 and reducing the rebate for executions of Added Non-Displayed Volume
and modifying the required criteria under Non-Display Add Tier 3.
    With respect to Non-Display Add Tier 2, the Exchange currently
provides an enhanced rebate of $0.0024 per share for executions of
Added Non-Displayed Volume for Members that qualify for such tier by
achieving a Non-Displayed ADAV that is equal to or greater than
2,000,000 shares.\31\ The Exchange now proposes to modify Non-Display
Add Tier 2 such that a Member would now qualify for such tier by
achieving a Non-Displayed ADAV that is equal to or greater than
1,500,000 shares. Thus, such proposed change would lower the Non-
Displayed ADAV threshold in the required criteria, which the Exchange
believes would make the tier easier for Members to achieve, and, in
turn, while the Exchange has no way of predicting with certainty how
the proposed new criteria will impact Member activity, the Exchange
expects that more Members will qualify, or strive to qualify, for such
tier than currently do, resulting in the submission of additional order
flow to the Exchange. The Exchange is not proposing to change the
rebates provided under this tier.
---------------------------------------------------------------------------

    \31\ The pricing for Non-Display Add Tier 2 is referred to by
the Exchange on the Fee Schedule under the existing description
``Added non-displayed volume, Non-Display Add Tier 2'' with a Fee
Code of ``H2'', ``M2'' or ``P2'', as applicable, to be provided by
the Exchange on the monthly invoices provided to Members.
---------------------------------------------------------------------------

    With respect to Non-Display Add Tier 3, the Exchange currently
provides an enhanced rebate of $0.0020 per share for executions of
Added Non-Displayed Volume for Members that qualify for such tier by
achieving a Non-Displayed ADAV that is equal to or greater than
1,000,000 shares. The Exchange now proposes to reduce the rebate for
executions of Added Non-Displayed Volume under Non-Display Add Tier 3
to $0.0018 per share and to modify the required criteria such that a
Member would now qualify for such tier by achieving a Non-Displayed
ADAV that is equal to or greater than 500,000 shares.\32\ Thus, such
proposed change would lower the Non-Displayed ADAV threshold in the
required criteria, which the Exchange believes would make the tier
easier for Members to achieve, and, in turn, while the Exchange has no
way of predicting with certainty how the proposed new criteria will
impact Member activity, the Exchange expects that more Members will
qualify, or strive to qualify, for such tier than currently do,
resulting in the submission of additional order flow to the Exchange.
---------------------------------------------------------------------------

    \32\ The proposed pricing for Non-Display Add Tier 3 is referred
to by the Exchange on the Fee Schedule under the existing
description ``Added non-displayed volume, Non-Display Add Tier 3''
with a Fee Code of ``H3'', ``M3'' or ``P3'', as applicable, to be
provided by the Exchange on the monthly invoices provided to
Members.
---------------------------------------------------------------------------

    The purpose of reducing the rebate for executions of Added Non-
Displayed Volume under Non-Display Add Tier 3 as proposed, which the
Exchange believes represents a modest reduction and remains
commensurate with the required criteria as modified to include a lower
Non-Displayed ADAV threshold, is for business and competitive reasons,
as the Exchange believes that such rebate reduction would decrease the
Exchange's expenditures with respect to its transaction pricing in a
manner that is still consistent with the Exchange's overall pricing
philosophy of encouraging added liquidity. The tiered pricing structure
for executions of Added Non-Displayed Volume under the Non-Display Add
Tiers provides an incremental incentive for Members to strive for
higher volume thresholds to receive higher enhanced rebates for such
executions and, as such, is intended to encourage Members to maintain
or increase their order flow, particularly in the form of liquidity-
adding non-displayed volume, to the Exchange, thereby contributing to a
deeper and more robust and well-balanced market ecosystem to the
benefit of all Members and market participants.
Liquidity Removal Tiers
    The Exchange currently charges a base fee of $0.0030 per share for
executions of orders in securities priced at or above $1.00 per share
that remove liquidity from the Exchange (such orders, ``Removed
Volume''). The Exchange also currently offers Liquidity Removal Tier 1
under which qualifying Members are charged a discounted fee of $0.00295
per share for executions of Removed Volume by achieving (1) an ADV \33\
that is equal to or greater than 0.50% of the TCV and a Remove ADV \34\
that is equal to or greater than 0.25% of the TCV; or (2) an ADV that
is equal to or greater than 1.00% of the TCV. Now, the Exchange
proposes to reduce the fee charged for executions of Removed Volume
under Liquidity Removal Tier 1 to $0.0029 per share and to modify the
required criteria such that a Member would now qualify for such tier by
achieving: (1) an ADV that is equal to or greater than 0.50% of the TCV
and a Remove ADAV that is equal to or greater than 0.30% of the TCV; or
(2) an ADV that is equal to or greater than 1.00% of the TCV.\35\ Thus,
the proposed change to the required criteria would increase the Remove
ADV threshold by 0.05% (i.e., from 0.25% to 0.30%) of the TCV in the
first of the existing alternative criteria and keep the second of the
existing alternative criteria intact with no changes. The proposed
change to increase the Remove ADV threshold in the first of such
alternative criteria is designed to encourage Members to maintain or
increase their order flow, including in the form of orders that remove
liquidity, to the Exchange in order to qualify for the discounted fee
for executions of Removed Volume under such tier. While the Exchange's
overall pricing philosophy generally encourages adding liquidity over
removing liquidity, the Exchange believes that providing criteria under
certain tiers that are based on different types of volume that Members
may choose to achieve, such as the existing criteria that includes a
Remove ADV threshold, contributes to a more robust and well-balanced
market ecosystem on the Exchange to the benefit of all Members. The
reason the Exchange is proposing to reduce the fee charged for
executions of Removed Volume under such tier by $0.00005 per share,
which the Exchange believes represents a modest reduction and remains
commensurate with the proposed new required criteria, is because the
Exchange is increasing the Remove ADV threshold in the alternative
criteria, as described above, and the Exchange is also proposing to
adopt a second Liquidity Removal Tier under which a qualifying Member
may still qualify for a discounted fee of $0.00295 per share for
executions of Removed Volume by achieving a lower volume threshold, as
further described below.
---------------------------------------------------------------------------

    \33\ As set forth on the Fee Schedule, ``ADV'' means average
daily volume calculated as the number of shares added or removed,
combined, per day, which is calculated on a monthly basis.
    \34\ As set forth on the Fee Schedule, ``Remove ADV'' means ADV
with respect to orders that remove liquidity.
    \35\ The proposed pricing for Liquidity Removal Tier 1 is
referred to by the Exchange on the Fee Schedule under the existing
description ``Removed volume from MEMX Book, Liquidity Removal Tier
1'' with a Fee Code of ``R1'' to be provided by the Exchange on the
monthly invoices provided to Members.
---------------------------------------------------------------------------

    The Exchange proposes to adopt a new Liquidity Removal Tier 2 under
which the Exchange would charge a discounted fee of $0.00295 per share
for executions of Remove Volume for Members that qualify for such tier
by achieving an ADV that is equal to or

greater than 0.25% of the TCV.\36\ The Exchange proposes to charge
Members that qualify for the proposed new Liquidity Removal Tier 2 a
fee of 0.28% of the total dollar volume of the transaction for
executions of orders in securities priced below $1.00 per share that
remove liquidity from the Exchange, which is the current base fee for
such executions as well as the same fee that is currently applicable to
such executions under the existing Liquidity Removal Tier 1. The
proposed new Liquidity Removal Tier 2 is designed to encourage Members
to maintain or increase their order flow to the Exchange in order to
qualify for the proposed discounted fee for executions of Removed
Volume, which, in turn, would encourage the submission of additional
Removed Volume, thereby contributing to a deeper and more robust and
well-balanced market ecosystem on the Exchange to the benefit of all
Members and market participants.
---------------------------------------------------------------------------

    \36\ The proposed pricing for new Liquidity Removal Tier 2 is
referred to by the Exchange on the Fee Schedule under the new
description ``Removed volume from MEMX Book, Liquidity Removal Tier
1'' with a Fee Code of ``R2'' to be provided by the Exchange on the
monthly invoices provided to Members.
---------------------------------------------------------------------------

Sub-Dollar Rebate Tier
    The Exchange currently provides a base rebate of 0.075% of the
total dollar value of the transaction for executions of orders in
securities priced below $1.00 per share that add displayed liquidity to
the Exchange (such orders, ``Added Displayed Sub-Dollar Volume''). The
Exchange also currently offers the Sub-Dollar Rebate Tier under which
the Exchange provides an enhanced rebate of 0.15% of the total dollar
value of the transaction for executions of Added Displayed Sub-Dollar
Volume for Members that qualify for such tier by achieving: (1) an ADAV
that is equal to or greater than 0.15% of the TCV; or (2) a Sub-Dollar
ADAV \37\ that is equal to or greater than 5,000,000 shares. Now, the
Exchange proposes to modify the required criteria under the Sub-Dollar
Rebate Tier such that a Member would now qualify for such tier by
achieving a Sub-Dollar ADAV that is equal to or greater than 5,000,000
shares. Thus, such proposed change would eliminate the first of the two
existing alternative criteria and keep the second of the two existing
alternative criteria intact with no changes. The Exchange is not
proposing to modify the pricing associated with the Sub-Dollar Rebate
Tier, but the Exchange believes the enhanced rebate for executions of
Added Displayed Sub-Dollar Volume provided under the Sub-Dollar Rebate
Tier remains commensurate with the required criteria as modified.
---------------------------------------------------------------------------

    \37\ As set forth on the Fee Schedule, the term ``Sub-Dollar
ADAV'' means ADAV with respect to orders in securities priced below
$1.00 per share.
---------------------------------------------------------------------------

Midpoint Peg IOC/FOK Orders
    As noted above, the Exchange currently charges a standard fee of
$0.0030 per share for executions of Removed Volume. The Exchange also
currently charges a discounted fee of $0.0027 per share for executions
of Midpoint Peg Orders in securities priced at or above $1.00 per share
with a TIF instruction of IOC or FOK that execute at the midpoint of
the NBBO and remove liquidity from the Exchange upon entry (i.e.,
Midpoint Peg IOC/FOK Orders).\38\ The Exchange adopted this special
pricing for executions of Midpoint Peg IOC/FOK Orders in September 2022
for the purpose of incentivizing the submission of such orders and, in
turn, attracting additional contra-side orders designed to execute at
the midpoint to be posted on the Exchange, thereby increasing execution
opportunities at the midpoint on the Exchange.\39\
---------------------------------------------------------------------------

    \38\ The pricing for executions of Midpoint Peg IOC/FOK Orders
is currently referred to by the Exchange on the Fee Schedule under
the description ``Removed volume from MEMX Book, Midpoint Peg (IOC/
FOK)'' and such orders receive a Fee Code of ``Rm'' assigned by the
Exchange. The Exchange notes that it proposes to delete this
description from the Fee Schedule in connection with the elimination
of special pricing for such orders, as further described below.
    \39\ See Securities Exchange Act Release No. 95688 (September 7,
2022), 87 FR 56132 (September 13, 2022) (SR-MEMX-2022-23) (notice of
filing and immediate effectiveness of fee changes adopted by the
Exchange, including the discounted fee for executions of Midpoint
Peg IOC/FOK Orders).
---------------------------------------------------------------------------

    The Exchange now proposes to eliminate this special pricing for
executions of Midpoint Peg IOC/FOK Orders. Therefore, as proposed, such
executions would be treated the same as other executions of Removed
Volume, as they were before the adoption of special pricing in
September 2022, and thus would either be subject to the base fee of
$0.0030 per share or a discounted fee under the Liquidity Removal
Tiers. The Exchange notes that the Fee Code ``Rm'' associated with
executions of Midpoint Peg IOC/FOK Orders would also be deleted (and
such executions would receive the otherwise applicable Fee Code for
Removed Volume), as such executions no longer receive special pricing,
and therefore, the Exchange does not believe it is appropriate to
designate such executions with a different Fee Code. The purpose of
eliminating the special pricing for executions of Midpoint Peg IOC/FOK
Orders is for business and competitive reasons, as the Exchange
believes that subjecting such orders to the base fee or otherwise
applicable fee for such executions would generate additional revenue to
offset some of the costs associated with the Exchange's current
transaction pricing structure, which provides various rebates for
liquidity-adding orders, and the Exchange's operations generally, in a
manner that is still consistent with the Exchange's overall pricing
philosophy of encouraging added and/or displayed liquidity. The
Exchange notes that it is not required to maintain such discounted fee
(or any special pricing) for executions of Midpoint Peg IOC/FOK Orders,
and the Exchange would rather redirect the associated resources and
funding into other programs and tiers intended to incentivize increased
order flow or enhance market quality.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\40\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\41\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among its Members and other persons using its facilities
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78f.
    \41\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    As discussed above, the Exchange operates in a highly fragmented
and competitive market in which market participants can readily direct
order flow to competing venues if they deem fee levels at a particular
venue to be excessive or incentives to be insufficient, and the
Exchange represents only a small percentage of the overall market. The
Commission and the courts have repeatedly expressed their preference
for competition over regulatory intervention in determining prices,
products, and services in the securities markets. In Regulation NMS,
the Commission highlighted the importance of market forces in
determining prices and SRO revenues and also recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \42\
---------------------------------------------------------------------------

    \42\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499
    (June 29, 2005).
---------------------------------------------------------------------------

    The Exchange believes that the ever-shifting market share among the

exchanges from month to month demonstrates that market participants can
shift order flow or discontinue to reduce use of certain categories of
products, in response to new or different pricing structures being
introduced into the market. Accordingly, competitive forces constrain
the Exchange's transaction fees and rebates, and market participants
can readily trade on competing venues if they deem pricing levels at
those other venues to be more favorable. The Exchange believes the
proposal reflects a reasonable and competitive pricing structure
designed to decrease the Exchange's expenditures and generate
additional revenue with respect to its transaction pricing and
incentivize market participants to direct additional order flow to the
Exchange, which the Exchange believes would promote price discovery and
enhance liquidity and market quality on the Exchange to the benefit of
all Members and market participants.
    The Exchange believes that the proposed changes to reduce the base
rebates provided for executions of Added Displayed Volume and Added
Displayed Retail Volume are reasonable because, as described above,
such changes are designed to decrease the Exchange's expenditures with
respect to its transaction pricing in a manner that is still consistent
with the Exchange's overall pricing philosophy of encouraging added
and/or displayed liquidity, and the proposed new base rebates for
executions of Added Displayed Volume and Added Displayed Retail Volume
remain in line or higher than, and competitive with, the base rebates
provided by other exchanges in each case for executions of similar
orders.\43\ The Exchange also believes the proposed base rebates for
executions of Added Displayed Volume and Added Displayed Retail Volume
are equitable and not unfairly discriminatory, as such base rebates
will apply equally to all Members.
---------------------------------------------------------------------------

    \43\ See supra notes 12 and 14.
---------------------------------------------------------------------------

    Similarly, the Exchange believes that the proposed changes to
reduce the base rebates provided for executions of Added Midpoint
Volume, Added Non-Midpoint Hidden Volume, and Added Price-Improved
Volume are reasonable because, as described above, such changes are
designed to decrease the Exchange's expenditures with respect to its
transaction pricing in a manner that is still consistent with the
Exchange's overall pricing philosophy of encouraging added and/or
displayed liquidity and the proposed new base rebates for executions of
Added Midpoint Volume and Added Non-Midpoint Hidden Volume remain in
line and competitive with the base rebates provided by other exchanges
in each case for executions of similar orders.\44\ Additionally, as
noted above, and the Exchange believes that providing the same base
rebate for executions of Added Price-Improved Volume as for executions
of Added Midpoint Volume and Added Non-Midpoint Hidden Volume is
reasonable and appropriate because all of these orders similarly add
liquidity to the Exchange, are executed at prices that are not
displayed on the Exchange's order book, and are currently subject to
the same base rebate and pricing structure today. The Exchange also
believes the proposed base rebates for executions of Added Midpoint
Volume, Added Non-Midpoint Hidden Volume, and Added Price-Improved
Volume are equitable and not unfairly discriminatory, as such base
rebates will apply equally to all Members.
---------------------------------------------------------------------------

    \44\ See supra notes 16 and 17.
---------------------------------------------------------------------------

    The Exchange notes that volume-based incentives and discounts (such
as tiers) have been widely adopted by exchanges (including the
Exchange), and are reasonable, equitable and not unfairly
discriminatory because they are open to all members on an equal basis
and provide additional benefits or discounts that are reasonably
related to the value to an exchange's market quality associated with
higher levels of market activity, such as higher levels of liquidity
provision and/or growth patterns, and the introduction of higher
volumes of orders into the price and volume discovery process. The
Exchange believes that each of the Liquidity Provision Tiers 1-5, NBBO
Setter/Joiner Tier 1, Non-Display Add Tiers 2-3, Liquidity Removal Tier
1, and the Sub-Dollar Rebate Tier, each as modified by the changes
proposed herein, as well as the proposed new Liquidity Removal Tier 2,
are reasonable, equitable and not unfairly discriminatory for these
same reasons, as such tiers would provide Members with an incremental
incentive to achieve certain volume thresholds on the Exchange, are
available to all Members on an equal basis, and, as described above,
are reasonably designed to encourage Members to maintain or increase
their order flow, including in the various forms of liquidity-adding
and liquidity-removing volume under the required criteria, as
applicable, to the Exchange, which the Exchange believes would promote
price discovery, enhance liquidity and market quality, and contribute
to a more robust and well-balanced market ecosystem on the Exchange to
the benefit of all Members and market participants.
    The Exchange also believes that such tiers reflect a reasonable and
equitable allocation of fees and rebates, as the Exchange believes
that, after giving effect to the changes proposed herein, the enhanced
rebates for executions of Added Displayed Volume, Added Non-Displayed
Volume, and Added Displayed Sub-Dollar Volume, as well as the
discounted fee for executions of Removed Volume, as applicable, under
each such tier is commensurate with the corresponding required criteria
under each such tier and is reasonably related to the market quality
benefits that each such tier is designed to achieve, as described
above.
    With respect to the proposed change to eliminate Liquidity
Provision Tier 6, the Exchange believes such change is reasonable
because, as noted above, it would enable the Exchange to redirect the
associated resources and funding into other programs and tiers intended
to incentivize increased order flow or enhance market quality, and the
Exchange is not required to maintain such tier or provide Members any
opportunities to receive additive rebates. The Exchange believes the
proposal to eliminate such tier is also equitable and not unfairly
discriminatory because it would apply equally to all Members, in that
the incentive would no longer be available for any Member.
    Similarly, the Exchange also believes the proposed change to
eliminate the special pricing for executions of Midpoint Peg IOC/FOK
Orders is reasonable because, as noted above, the Exchange believes
that subjecting such orders to the base fee or otherwise applicable fee
for such executions may generate additional revenue to offset some of
the costs associated with the Exchange's current transaction pricing
structure, and the Exchange's operations generally, in a manner that is
still consistent with the Exchange's overall pricing philosophy of
encouraging added and/or displayed liquidity, the Exchange is not
required to maintain such discounted fee (or any special pricing) for
executions of Midpoint Peg IOC/FOK Orders, and the Exchange would
rather redirect the associated resources and funding into other
programs and tiers intended to incentivize increased order flow or
enhance market quality. The Exchange believes the proposal to eliminate
such special pricing is also equitable and not unfairly discriminatory
because it would apply equally to all Members, in

that the special pricing would no longer be available for any Member.
    For the reasons discussed above, the Exchange submits that the
proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of
the Act \45\ in that it provides for the equitable allocation of
reasonable dues, fees and other charges among its Members and other
persons using its facilities and is not designed to unfairly
discriminate between customers, issuers, brokers, or dealers. As
described more fully below in the Exchange's statement regarding the
burden on competition, the Exchange believes that its transaction
pricing is subject to significant competitive forces, and that the
proposed fees and rebates described herein are appropriate to address
such forces.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposal will result in any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. Instead, as discussed above,
the proposal is intended to decrease the Exchange's expenditures and
generate additional revenue with respect to its transaction pricing and
incentivize market participants to direct additional order flow to the
Exchange, which the Exchange believes would promote price discovery and
enhance liquidity and market quality on the Exchange to the benefit of
all Members and market participants. As a result, the Exchange believes
the proposal would enhance its competitiveness as a market that
attracts actionable orders, thereby making it a more desirable
destination venue for its customers. For these reasons, the Exchange
believes that the proposal furthers the Commission's goal in adopting
Regulation NMS of fostering competition among orders, which promotes
``more efficient pricing of individual stocks for all types of orders,
large and small.'' \46\
---------------------------------------------------------------------------

    \46\ See supra note 42.
---------------------------------------------------------------------------

Intramarket Competition
    As discussed above, the Exchange believes that the proposal would
decrease the Exchange's expenditures and generate additional revenue
with respect to its transaction pricing in a manner that is still
consistent with the Exchange's overall pricing philosophy of
encouraging added and/or displayed liquidity and would incentivize
market participants to direct additional order flow to the Exchange
through volume-based tiers, thereby enhancing liquidity and market
quality on the Exchange to the benefit of all Members, as well as
enhancing the attractiveness of the Exchange as a trading venue, which
the Exchange believes, in turn, would continue to encourage market
participants to direct additional order flow to the Exchange. Greater
liquidity benefits all Members by providing more trading opportunities
and encourages Members to send additional orders to the Exchange,
thereby contributing to robust levels of liquidity, which benefits all
market participants.
    The Exchange does not believe that the proposed changes to reduce
the base rebates for executions of Added Displayed Volume, Add
Displayed Retail Volume, Added Midpoint Volume, Added Non-Midpoint
Hidden Volume, and Added Price-Improved Volume would impose any burden
on intramarket competition because such changes will apply to all
Members uniformly, in that the proposed base rebates for such
executions would be the base rebates applicable to all Members, and the
opportunity to qualify for enhanced rebates or discounted fees, as
applicable, is available to all Members. The opportunity to qualify for
each of the Liquidity Provision Tiers 1-5, NBBO Setter/Joiner Tier 1,
Non-Display Add Tiers 2-3, Liquidity Removal Tier 1, and the Sub-Dollar
Rebate Tier, each as modified by the changes proposed herein, as well
as the proposed new Liquidity Removal Tier 2, and thus receive the
corresponding enhanced rebates or discounted fees, as applicable, would
be available to all Members that meet the associated volume
requirements in any month. As described above, the Exchange believes
that the required criteria under each such tier are commensurate with
the corresponding rebate under such tier and are reasonably related to
the enhanced liquidity and market quality that such tier is designed to
promote. Additionally, Exchange does not believe that the proposed
change to eliminate special pricing for executions of Midpoint Peg IOC/
FOK Orders would impose any burden on intramarket competition because
such change will apply to all Members uniformly, in that the special
pricing would no longer be available for any Member. For the foregoing
reasons, the Exchange believes the proposed changes would not impose
any burden on intramarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act.
Intermarket Competition
    As noted above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. Members have numerous
alternative venues that they may participate on and direct their order
flow to, including 15 other equities exchanges and numerous alternative
trading systems and other off-exchange venues. As noted above, no
single registered equities exchange currently has more than
approximately 15% of the total market share of executed volume of
equities trading. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. Moreover, the Exchange
believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can shift order
flow or discontinue to reduce use of certain categories of products, in
response to new or different pricing structures being introduced into
the market. Accordingly, competitive forces constrain the Exchange's
transaction fees and rebates and market participants can readily choose
to send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. As
described above, the proposed changes represent a competitive proposal
through which the Exchange is seeking to decrease the Exchange's
expenditures and generate additional revenue with respect to its
transaction pricing and incentivize market participants to direct
additional order flow to the Exchange through volume-based tiers, which
have been widely adopted by exchanges, including the Exchange.
Accordingly, the Exchange believes the proposal would not burden, but
rather promote, intermarket competition by enabling it to better
compete with other exchanges that offer similar pricing structures and
incentives to market participants.
    Additionally, the Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities 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.'' \47\ The

fact that this market is competitive has also long been recognized by
the courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows:
``[n]o one disputes that competition for order flow is `fierce.' . . .
As the SEC explained, `[i]n the U.S. national market system, buyers and
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders
for execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .''.\48\ Accordingly, the Exchange does not believe its
proposed pricing changes impose any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \47\ See supra note 42.
    \48\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
---------------------------------------------------------------------------

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 \49\ and Rule 19b-4(f)(2) \50\ thereunder.
---------------------------------------------------------------------------

    \49\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \50\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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 [email protected]. Please include
File Number SR-MEMX-2023-05 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MEMX-2023-05. 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-2023-05 and should be submitted on
or before March 29, 2023.
---------------------------------------------------------------------------

    \51\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\51\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-04688 Filed 3-7-23; 8:45 am]
BILLING CODE 8011-01-P