Notice2025-18043
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Equities Transaction Pricing
Primary source
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Published
September 18, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 179 (Thursday, September 18, 2025)</title>
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[Federal Register Volume 90, Number 179 (Thursday, September 18, 2025)]
[Notices]
[Pages 45059-45063]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-18043]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103967; File No. SR-MEMX-2025-28]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule Concerning Equities Transaction Pricing
September 15, 2025.
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 September 8, 2025, MEMX LLC (``MEMX'' or the ``Exchange'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rule change as described in Items I, II, and III below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is filing with the Commission a proposed rule change
to amend the Exchange's fee schedule applicable to Members \3\ (the
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). As is
further described below, the Exchange proposes to (i) modify the
required criteria under Liquidity Provision Tiers 1 and 2; and (ii)
adopt a new Tape B Volume Tier. The Exchange proposes to implement the
changes to the Fee Schedule pursuant to this proposal immediately. The
text of the proposed rule change is provided in Exhibit 5.
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\3\ See Exchange Rule 1.5(p).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend the Fee
Schedule to: (i) modify the required criteria under Liquidity Provision
Tiers 1 and 2; and (ii) adopt a new Tape B Volume Tier, each as further
described below.\4\
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\4\ The Exchange initially filed the proposed Fee Schedule
changes on August 29, 2025 (SR-MEMX-2025-27). On September 8, 2025,
the Exchange withdrew that filing and submitted this proposal.
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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 18 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues, to
which market participants may direct their order flow. Based on
publicly available information, no single registered equities exchange
currently has more than approximately 14% of the total market share of
executed volume of equities trading.\5\ Thus, in such a low-
concentrated and highly competitive market, no single equities exchange
possesses significant pricing power in the execution of order flow, and
the Exchange currently represents approximately 2% of the overall
market share.\6\ The Exchange in particular operates a ``Maker-Taker''
model whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the
Exchange. The Fee Schedule sets forth the standard rebates and fees
applied per share for orders that add and remove liquidity,
respectively. Additionally, in response to the competitive environment,
the Exchange also offers tiered pricing, which provides Members with
opportunities to qualify for higher rebates or lower fees where certain
volume criteria and thresholds are met.
[[Page 45060]]
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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\5\ Market share percentage calculated as of August 28, 2025.
The Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\6\ Id.
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Liquidity Provision Tiers
The Exchange currently provides a base rebate of $0.0015 per share
for executions of displayed orders in securities priced at or above
$1.00 per share that add liquidity to the Exchange (such orders,
``Added Displayed Volume'').\7\ The Exchange also currently offers
Liquidity Provision Tiers 1-5 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
modifying the required criteria under Liquidity Provision Tiers 1 and
2, as further described below.
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\7\ The base rebate for executions of Added Displayed Volume is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added non-displayed volume'' with a Fee Code of ``B'',
``D'' or ``J'', as applicable, on execution reports.
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First with respect to Liquidity Provision Tier 1, the Exchange
currently provides an enhanced rebate of $0.0033 a share for executions
of Added Displayed Volume for Members that qualify for such tier by
achieving: (1) an ADAV \8\ (excluding Retail Orders) that is equal to
or greater than 0.40% of the TCV; \9\ or (2) an ADAV that is equal to
or greater than 0.30% of the TCV in securities priced at or above $1.00
per share and a Non-Displayed ADAV \10\ that is equal to or greater
than 6,000,000 shares.\11\ The Exchange is now proposing to modify the
criteria under Liquidity Provision Tier 1 by keeping the first criteria
(1) intact with no changes but deleting the alternative criteria (2).
The Exchange is not proposing to change the rebate provided under such
tier.
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\8\ 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.
\9\ 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.
\10\ 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).
\11\ The 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.
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With respect to Liquidity Provision Tier 2, the Exchange currently
provides an enhanced rebate of $0.0031 per share for executions of
Added Displayed Volume under such tier by achieving: (1) an ADAV that
is equal to or greater than 0.20% of the TCV and an ADV \12\ that is
greater than or equal to 0.50% of the TCV; or (2) an ADAV that is equal
to or greater than 0.20% of the TCV in securities priced at or above
$1.00 per share and a Non-Displayed ADAV that is greater than or equal
to 6,000,000 shares.\13\ Now, the Exchange proposes to modify the
required criteria such that a Member would now qualify for Liquidity
Provision Tier 2 by achieving: (1) an ADAV that is equal to or greater
than 0.20% of the TCV and an ADV that is greater than or equal to 0.50%
of the TCV; or (2) an ADAV that is equal to or greater than 0.20% of
the TCV in securities priced at or above $1.00 per share and a Non-
Displayed ADAV that is greater than or equal to 6,000,000 shares; or
(3) an ADAV that is equal to or greater than 0.10% of the TCV and a
Step-Up ADAV \14\ that is equal to or greater then 0.05% of the TCV
from August 2025. Thus, such proposed change keeps the first two
alternative criteria intact with no changes but adds a third
alternative criteria that includes both an ADAV requirement and a Step-
Up ADAV requirement using August 2025 as the baseline month. Given
this, the Exchange is also proposing that the newly proposed criteria
(3) of Liquidity Provision Tier 2 will expire no later than February
28, 2026, which it will indicate in a note under the Liquidity
Provision Tiers pricing table on the Fee Schedule. The Exchange is not
proposing to change the rebate provided under such tier.
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\12\ As set forth on the Fee Schedule, ``ADV'' means average
daily volume calculated as the number of shares added or removed,
combined, per day. ADV is calculated on a monthly basis.
\13\ 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.
\14\ As set forth on the Fee Schedule, ``Step-Up ADAV'' means
ADAV in the relevant baseline month subtracted from the current
ADAV.
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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.
New Tape B Volume Tier
The Exchange currently offers the Tape B Volume Tier under which
qualifying Members may receive an additive rebate of $0.0002 per share
for executions of Added Displayed Volume (excluding Retail orders) in
Tape B securities (such orders, ``Tape B Volume'') by achieving certain
volume criteria. The additive rebate is provided in addition to the
rebate that is otherwise applicable to each of a qualifying Members'
executions that constitutes Tape B Volume (including a rebate provided
under another pricing tier/incentive). The Exchange now proposes to
adopt a new tier under the Tape B Volume Tiers, which as proposed,
would be the new Tape B Volume Tier 1, and the existing Tape B Volume
Tier would be renamed Tape B Volume Tier 2 (hereinafter referred to as
such). The additive rebate and required criteria under the renamed Tape
B Volume Tier 2 would remain unchanged.
Under the proposed new Tape B Volume Tier 1, the Exchange would
provide an additive rebate of $0.0005 per share for executions of Tape
B Volume for Members that qualify for such tier by achieving: (1) a
Tape B ADAV that is equal to or greater than 0.40% of the Tape B TCV
(excluding Retail Orders); and (2) a Non-Display ADAV that is equal to
or greater than 8,000,000 shares.\15\
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\15\ The proposed pricing for the Tape B Volume Tier 1 is
referred to by the Exchange on the Fee Schedule under the
description ``Tape B Volume Tier 1'' with a Fee Code of ``b1'' to be
appended to the otherwise applicable Fee Code assigned by the
Exchange on the monthly invoices for qualifying executions. The new
Tape B Volume Tier 2 (previously named Tape B Volume Tier) will be
referred to under the description ``Tape B Volume Tier 2'' with a
Fee Code of ``b2'' to be appended to the otherwise applicable Fee
Code assigned by the Exchange on the monthly invoices for qualifying
executions.
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[[Page 45061]]
The Tape B Volume Tiers are designed to attract displayed liquidity
to the Exchange in Tape B securities by providing an additive rebate
for executions of Tape B Volume to Members, thereby promoting price
discovery and market quality on the Exchange. The Exchange notes that
the proposed additive rebate under the newly proposed Tape B Volume
Tier 1 is commensurate with the corresponding required criteria under
each such tier and is reasonably related to the market quality benefits
that the tier is designed to achieve.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\16\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\17\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among its Members and other persons using its facilities
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\16\ 15 U.S.C. 78f.
\17\ 15 U.S.C. 78f(b)(4) and (5).
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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.'' \18\
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\18\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005).
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
shift order flow or discontinue 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
incentivize market participants to direct additional order flow,
including displayed liquidity-adding orders to the Exchange, which the
Exchange believes would promote price discovery and enhance liquidity
and market quality on the Exchange to the benefit of all Members and
market participants.
The Exchange notes that volume and quoting-based incentives (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 that are reasonably related to the value to an
exchange's market quality associated with higher levels of market
activity, such as higher levels of liquidity provision and/or growth
patterns, and the introduction of higher volumes of orders into the
price and volume discovery process. The Exchange believes that the
Liquidity Provision Tiers 1 and 2, each as modified by the proposed
changes to the required criteria under such tier, and the newly
proposed Tape B Volume Tier 1, are reasonable, equitable and not
unfairly discriminatory for these same reasons, as such tiers would
continue to 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 designed to encourage
Members to maintain or increase their order flow, including in the form
of displayed, liquidity-adding, orders to the Exchange in both all
securities and a smaller subset of securities (i.e., Tape B securities)
in order to qualify for an enhanced rebate for executions of Added
Displayed Volume or Tape B Volume, as applicable, thereby contributing
to a deeper, more liquid and well balanced market ecosystem on the
Exchange to the benefit of all Members and market participants. The
Exchange also believes that the proposed changes to such tiers reflect
a reasonable and equitable allocation of fees and rebates, because, as
noted above, the Exchange believes in each case that the rebates under
the Liquidity Provision Tiers and the new additive rebate under Tape B
Volume Tier 1 remain commensurate with the corresponding required
criteria under such tiers, and are reasonably related to the market
quality benefits that each tier is designed to achieve.
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 \19\ 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 rebates described herein are appropriate to address such
forces.
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\19\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal will result in any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. Instead, as discussed above,
the proposal is intended to incentivize market participants to direct
additional order flow to the Exchange, thereby enhancing 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.'' \20\
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\20\ See supra note 18.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
incentivize Members to submit additional order flow, including
displayed, liquidity-adding orders to the Exchange, thereby enhancing
liquidity and market quality on the Exchange to the benefit of all
Members, as well as enhancing the attractiveness of the Exchange as a
trading venue, which the Exchange believes, in turn, would continue to
encourage market participants to direct additional order
[[Page 45062]]
flow to the Exchange. Greater liquidity benefits all Members by
providing more trading opportunities and encourages Members to send
additional orders to the Exchange, thereby contributing to robust
levels of liquidity, which benefits all market participants. The
opportunity to qualify for the proposed modified Liquidity Provision
Tiers 1 and 2, and thus receive the proposed enhanced rebate for
executions of Added Displayed Volume under such tiers, and the
opportunity to qualify for the newly proposed Tape B Volume Tier 1 and
thus receive the proposed additive rebate for executions of Tape B
Volume, would be available to all Members that meet the associated
volume requirements in any month. For the foregoing reasons, the
Exchange believes the proposed changes would not impose any burden on
intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intermarket Competition
As noted above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. Members have numerous
alternative venues that they may participate on and direct their order
flow to, including 17 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 14% 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 reduce use of certain categories of products, in response to
new or different pricing structures being introduced into the market.
Accordingly, competitive forces constrain the Exchange's transaction
fees and rebates, including with respect to Added Displayed Volume and
Tape B Volume, 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 generate additional revenue with respect to its
transaction pricing and to encourage the submission of additional order
flow to the Exchange through volume-based tiers, which have been widely
adopted by exchanges, including the Exchange. Accordingly, the Exchange
believes the proposal would not burden, but rather promote, intermarket
competition by enabling it to better compete with other exchanges that
offer similar pricing incentives to market participants.
Additionally, the Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \21\ 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'. . . .''.\22\ 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.
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\21\ Id.
\22\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSE-2006-21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act \23\ and Rule 19b-4(f)(2) \24\ thereunder.
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\23\ 15 U.S.C. 78s(b)(3)(A)(ii).
\24\ 17 CFR 240.19b-4(f)(2).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#285a5d444d054b4745454d465c5b685b4d4b064f475e"><span class="__cf_email__" data-cfemail="d7a5a2bbb2fab4b8babab2b9a3a497a4b2b4f9b0b8a1">[email protected]</span></a>. Please include
file number SR-MEMX-2025-28 on the subject line.
Paper Comments
<bullet> 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-2025-28. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-MEMX-2025-28 and should be submitted on
or before October 9, 2025.
[[Page 45063]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
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\25\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-18043 Filed 9-17-25; 8:45 am]
BILLING CODE 8011-01-P
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