[Federal Register Volume 84, Number 136 (Tuesday, July 16, 2019)]
[Notices]
[Pages 33999-34003]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15028]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86346; File No. SR-GEMX-2019-08]
Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Relocate Rules
From Its Current Rulebook Into Its New Rulebook Shell
July 10, 2019.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on June 27, 2019, Nasdaq GEMX, LLC (``GEMX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and II 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 proposes to relocate rules from its current Rulebook
into its new Rulebook.
The text of the proposed rule change is available on the Exchange's
website at http://nasdaqgemx.cchwallstreet.com/, at the principal
office of the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of this rule change is to relocate GEMX rules into the
new Rulebook shell with some amendments to the shell.\3\ Nasdaq ISE,
LLC (``ISE'') recently relocated its rules.\4\ GEMX proposes relocate
its rules so the Rulebook is similar to ISE. The other Nasdaq
affiliated markets will also relocate their Rulebooks in order to
harmonize its rules, where applicable, across Nasdaq markets. The
relocation and harmonization of the GEMX Rules is part of the
Exchange's continued effort to promote efficiency and conformity of its
rules with those of its Affiliated Exchanges. The Exchange believes
that the placement of the GEMX Rules into their new location in
[[Page 34000]]
the shell will facilitate the use of the Rulebook by Members and
Members of Affiliated Exchanges.
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\3\ Previously, the Exchange added a shell structure to its
Rulebook with the purpose of improving efficiency and readability
and to align its rules closer to those of its five sister exchanges,
Nasdaq BX, Inc.; Nasdaq PHLX LLC; The Nasdaq Stock Market LLC; ISE;
and Nasdaq MRX, LLC (``Affiliated Exchanges''). The shell structure
currently contains eight (8) Chapters which, once complete, will
apply a common set of rules to the Affiliated Exchanges.
\4\ See SR-ISE-2019-17 (not yet published).
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Universal Changes
The Exchange proposes to amend the defined term ``System'' \5\ and
replace ``trading system'' or ``system'' with the defined term
throughout the new rules. The Exchange proposes to capitalize the
defined term ``market maker'' within proposed Options 1, Section
1(a)(20) and also capitalize the term throughout the Rulebook. The
Exchange proposes to capitalize the defined term ``Member'' \6\
throughout the new rules where it is not already capitalized. The
Exchange proposes to capitalize the ``t'' in the defined term
``Exchange Transactions'' \7\ where the term is not properly
capitalized within the Rules. The Exchange proposes to change
references to ``Commentary'' to ``Supplementary Material'' to conform
the term throughout the Rulebook. References to the term ``Regulatory
Information Circular'' or ``circular'' are being amended to the updated
term ``Options Regulatory Alert.''
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\5\ The term ``System'' is defined at Rule 100(a)(64).
\6\ The term ``Member'' is defined at Rule 100(a)(31).
\7\ The term ``Exchange Transactions'' is defined at Rule
100(a)(23).
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The Exchange proposes to update all cross-references within the
Rule to the new relocated rule cites. The Exchange proposes to replace
internal rule references to simply state ``this Rule'' where the rule
is citing itself without a more specific cite included in the Rule. For
example, if GEMX Rule 715 refers currently to ``Rule 715'' or ``this
Rule 715'' the Exchange will amend the phrase to simply ``this Rule.''
The Exchange proposes to conform numbering and lettering in certain
rules to the remainder of the Rulebook. Finally, the Exchange proposes
to delete any current Rules that are reserved in the Rulebook.
General 1
The Exchange proposes to relocate certain definitions from Rule 100
into proposed General 1, Section 1 and the remainder of the rules into
Options 1, Section 1. The Exchange proposes to relocate definitions
that are specific to the options product into Options 1, Section 1 and
the more general definitions will be relocated into the General
provisions.\8\
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\8\ These rules are being relocated into Section 1 of the
General Provisions: Chapter I (a)(4), (7), (10), (11) (14A), (19),
(21), (21A), (23), (25), (26), (27), (31), (32), (49), (58), (59),
(63) and (67).
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General 2
The Exchange will not relocate GEMX Rules 200-203 into General 2
Organization and Administration. The Exchange will separately file a
proposed rule change to delete these rules. General 2 would be
comprised of the following rules:
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Proposed new rule No. Current rule No.
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Section 1.................... Rule 204. Divisions of the Exchange.
Section 2.................... Rule 205. Participant Fees (renamed Fees,
Dues and Other Charges).
Section 3.................... Rule 207. Exchange's Costs of Defending
Legal Proceedings.
Section 4.................... Rule 309. Limitation on Affiliation
between the Exchange and Members.
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Rule 208, Sales Value Fee, will be relocated into Options 7. The
Exchange intends to locate similar rules within other Nasdaq Rulebooks
in similar locations when it files to relocate other Affiliate Exchange
Rulebooks in separate rule changes. The Exchange proposes to reserve
Sections 5 and 6 within General 2.
General 3
The Exchange proposes to relocate the following rules into General
3, ``Membership and Access.''
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Proposed new rule No. Current rule No.
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Section 1.................... Rule 300. Membership/Rule 301.
Qualification of Members (combined into
one rule).
Section 2.................... Rule 303. Denial of and Conditions to
Becoming a Member.
Section 3.................... Rule 305. Persons Associated with
Members.
Section 4.................... Rule 307. Documents Required of
Applicants and Members.
Section 5.................... Rule 302. Member Application Procedures.
Section 6.................... Rule 308. Dissolution and Liquidation of
Members.
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General 5
The Exchange proposes to relocate the following rules into General
5 Discipline:
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Proposed new rule No. Current rule No.
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Section 1.................... 16. Disciplinary Jurisdiction.
Section 2.................... 80. Investigations and Sanctions.
Section 3.................... 90. Code of Procedure.
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The Exchange proposes to note the rule text contained within
Chapter 16 within General 5, Section 1 and also replicate that text
within Options 11, Section 1 as Jurisdiction and Minor Rule Plan
Violations are combined currently in Chapter 16 currently.
Options 1
The Exchange proposes to rename current Options 1 from ``Options
Definitions'' to ``General Provisions.''
[[Page 34001]]
The Exchange proposes to relocate certain definitions from Rule 100
into proposed General 1, Section 1 and the remainder of the rules into
Options 1, Section 1. The Exchange proposes to relocate definitions
that are specific to the options product into Options 1, Section 1.
Section 2 of Options 1 is being reserved.
Options 2
The Exchange proposes to rename Options 2 from ``Options Trading
Rules'' to ``Options Market Participants'' and relocate the following
rules into this chapter:
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Proposed new rule No. Current rule No.
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Section 1.................... Rule 800. Registration of Market Makers.
Section 2.................... Rule 801. Designated Trading
Representatives.
Section 3.................... Rule 802. Appointment of Market Makers.
Section 4.................... Rule 803. Obligations of Market Makers.
Section 5.................... Rule 804. Market Maker Quotations except
804(h) which will be relocated into
Options 3.
Section 6.................... Rule 805. Market Maker Orders.
Section 7.................... Rule 807. Securities Accounts and Orders
of Market Makers.
Section 8.................... Rule 809. Financial Requirements for
Market Makers.
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Sections 9 and 10 will be reserved. Rule 802 references to foreign
currency options were not included in the relocated rule because
Chapter 22 does not exist in the Rulebook.
Options 2A
The Exchange proposes a new Options Section 2A titled ``GEMX Market
Maker Rights'' and proposes to relocate Rule 304, ``Approval to Operate
Multiple Memberships'' into new Section 2. The Exchange proposes to
reserve Section 1.
Options 3
The Exchange proposes to rename Options 3 from ``Options Market
Participants'' to ``Options Trading Rules'' and relocate the following
rules into this chapter:
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Proposed new rule No. Current rule No.
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Section 1.................... Rule 700. Days and Hours of Business.
Section 2.................... Rule 708. Units of Trading/Rule 709.
Meaning of Premium Quotes and Orders
(combined into one rule).
Section 3.................... Rule 710. Minimum Trading Increments.
Section 4.................... Rule 711. Acceptance of Quotes and
Orders, except (c) and (d).
Section 5.................... Reserved.
Section 6.................... Rule 704. Collection and Dissemination of
Quotations.
Section 7.................... Rule 715. Types of Orders.
Section 8.................... Rule 701. Opening.
Section 9.................... Rule 702. Trading Halts/Rule 703. Trading
Halts Due To Extraordinary Market
Volatility.
Section 10................... Rule 713. Priority of Quotes and Orders.
Section 11................... Rule 716. Auction Mechanisms.
Section 12................... Rule 721. Crossing Orders.
Section 13................... Rule 723. Price Improvement Mechanism for
Crossing Transactions.
Section 14................... Reserved.
Section 15................... Rule 714. Automatic Execution of Orders
(renamed Simple Order Risk Protections).
Section 16................... Reserved.
Section 17................... Kill Switch (relocating 711(c)).
Section 18................... Detection of Loss of Communication
(relocating 711(d)).
Section 19................... Reserved.
Section 20................... Rule 720. Nullification and Adjustment of
Options Transactions including Obvious
Errors/Rule 720A. Erroneous Trades due
to System Disruptions and Malfunctions
(combined into one rule).
Section 21................... Rule 706. Access to and Conduct on the
Exchange.
Section 22................... Rule 717. Limitations on Orders.
Section 23................... Rule 718. Data Feeds and Trade
Information.
Section 24................... Rule 719. Transaction Price Binding.
Section 25................... Reserved.
Section 26................... Message Traffic Mitigation (relocating
Rule 804(h).
Section 27................... Rule 705. Limitation of Liability.
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The Exchange proposes to combine GEMX Rules 708 and 709 within
Section 2.\9\ GEMX Rule 714 is being relocated into Options 3, Section
15 and is being renamed from ``Automatic Execution of Orders'' to
``Simple Order Risk Protections.'' GEMX Rules 702 and 703 are being
combined into Section 9. The Exchange proposes to combine GEMX Rules
720 and 720A into Section 20.\10\ The Exchange proposes to relocate
GEMX Rule 711(c) and (d) into new separate Rules at Sections 17 and 18.
The Exchange proposes to create a separate rule in Section 26 relocated
from Rule 804(h) and title the rule ``Message Traffic Mitigation.''
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\9\ The Exchange is not proposing any substantive changes in
consolidating these rules.
\10\ Id.
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Options 4
The Exchange proposes to relocate rules from GEMX Chapter 5 which
incorporates those Rules by reference to
[[Page 34002]]
Nasdaq ISE, LLC (``ISE'') Chapter 5, within Options 4 Options Listing
Rules.
Options 4A
The Exchange proposes to relocate rules from GEMX Chapter 20 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 20, within new proposed Options 4A, which is proposed to be
titled ``Options Index Rules.''
Options 5
The Exchange proposes to relocate rules from GEMX Chapter 19 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 19, within Options 5. The Exchange also proposes to rename
Options 5 from ``Options Trade Administration'' to ``Order Protections
and Locked and Crossed Markets.''
Options 6
The Exchange proposes to rename Options 6 from ``Order Protections
and Locked and Cross Markets'' to ``Options Trade Administration'' and
relocate rules within Options 6 as follows:
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Proposed new rule No. Current rule No.
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Section 1.................... Rule 707. Authorization to Give Up.
Section 2.................... Rule 712. Submission of Orders and
Clearance of Transactions.
Section 3.................... Rule 806. Trade Reporting and Comparison.
Section 4.................... Rule 808. Letters of Guarantee.
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Options 6A
The Exchange proposes to relocate rules from GEMX Chapter 10 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 10, within Options 6A. The Exchange proposes to title Options
6A as ``Closing Transactions.''
Options 6B
The Exchange proposes to relocate rules from GEMX Chapter 11 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 11, within Options 6B. The Exchange proposes to title Options
6B as ``Exercises and Deliveries.''
Options 6C
The Exchange proposes to relocate rules from GEMX Chapter 12 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 12, within Options 6B. The Exchange proposes to title Options
6C as ``Margins.''
Options 6D
The Exchange proposes to relocate rules from GEMX Chapter 13 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 13, within Options 6D. The Exchange proposes to title Options
6D as ``Net Capital Requirements.''
Options 6E
The Exchange proposes to relocate rules from GEMX Chapter 14 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 14, within Options 6D. The Exchange proposes to title Options
6E as ``Records, Reports and Audits.''
Options 7
The Exchange proposes to relocate Rule 208 titled ``Sales Value
Fee'' to Options 7, Options Pricing at new proposed Section 8.
Options 9
The Exchange proposes to relocate rules from GEMX Chapter 4 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 4, within Options 9. The Exchange proposes to title Options 9
as ``Business Conduct.''
Options 10
The Exchange proposes to relocate rules from GEMX Chapter 6 which
incorporates those Rules by reference to Nasdaq ISE, LLC (``ISE'')
Chapter 6, within Options 10. The Exchange proposes to title Options 10
as ``Doing Business with the Public.''
Options 11
The Exchange proposes to note the rule text contained within
Chapter 16 within Options 11, Section 1 as Jurisdiction and Minor Rule
Plan Violations and also replicate that rule text within General 5,
Section 1. The text is currently combined in Chapter 16. The Exchange
proposes to title Options 11 as ``Minor Rule Plan Violations.''
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\11\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\12\ in particular, in that it is designed to
promote just and equitable principles of trade and to protect investors
and the public interest by bringing greater transparency to its rules
by relocating its Rules into the new Rulebook shell together with other
rules which have already been relocated. The Exchange's proposal is
consistent with the Act and will protect investors and the public
interest by harmonizing its rules, where applicable, across Nasdaq
markets so that Members can readily locate rules which cover similar
topics. The relocation and harmonization of the GEMX Rules is part of
the Exchange's continued effort to promote efficiency and conformity of
its rules with those of its Affiliated Exchanges. The Exchange believes
that the placement of the GEMX Rules into their new location in the
shell will facilitate the use of the Rulebook by Members. Specifically,
the Exchange believes that market participants that are members of more
than one Nasdaq market will benefit from the ability to compare
Rulebooks.
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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
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The Exchange is not substantively amending rule text unless noted
otherwise within this rule change. The renumbering, re-lettering,
deleting reserved rules, amending cross-references and other minor
technical changes will bring greater transparency to GEMX's Rules. The
Exchange intends to file other rule changes to relocate Affiliated
Exchange Rulebooks to corresponding rules into the same location in
each Rulebook for ease of reference. The Exchange believes its proposal
will benefit investors and the general public by increasing the
transparency of its Rulebook and promoting easy comparisons among the
various Nasdaq Rulebooks.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that the
proposed amendments do not impose an undue burden on competition
because the amendments to relocate the Rules are non-substantive. This
rule change is intended to bring greater clarity to the Exchange's
Rules. Renumbering, re-lettering, deleting reserved rules and
[[Page 34003]]
amending cross-references will bring greater transparency to GEMX's
Rules.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \13\ and Rule 19b-
4(f)(6) thereunder.\14\
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\13\ 15 U.S.C. 78s(b)(3)(A).
\14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \15\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \16\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay so
that the proposed rule change may become operative upon filing. As the
proposed rule change raises no novel issues and is largely
organizational, the Commission believes that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Accordingly, the Commission hereby waives the
operative delay and designates the proposed rule change operative upon
filing.\17\
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\15\ 17 CFR 240.19b-4(f)(6).
\16\ 17 CFR 240.19b-4(f)(6)(iii).
\17\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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
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-GEMX-2019-08 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-GEMX-2019-08. 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-GEMX-2019-08, and should be submitted on
or before August 6, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-15028 Filed 7-15-19; 8:45 am]
BILLING CODE 8011-01-P