[Federal Register Volume 84, Number 161 (Tuesday, August 20, 2019)]
[Notices]
[Pages 43251-43254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17853]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86657; File No. SR-NYSEAMER-2019-33]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
NYSE American Options Fee Schedule

August 14, 2019.
    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 August 9, 2019, NYSE American LLC (``NYSE American'' 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 proposes to amend the NYSE American Options Fee 
Schedule (``Fee Schedule''). The Exchange proposes to implement the fee 
change effective August 9, 2019.\3\ The proposed change is available on 
the Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.
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    \3\ The Exchange filed to amend the Fee Schedule for 
effectiveness on August 1, 2019 (SR-NYSEAmer-2019-29) and withdrew 
such filing on August 9, 2019 and replaced it with this filing. The 
Exchange separately filed to amend its Fee Schedule on August 8, 
2019 (SR-NYSEAmer-2019-32).
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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 self-regulatory organization 
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 those 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 parts of such statements.

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

1. Purpose
    The purpose of this filing is to amend the Fee Schedule to reduce 
the amount of Initiating Complex CUBE volume required for an ATP Holder 
to qualify for the Complex CUBE Cap Incentive (``Incentive'') from 
0.20% of Total Industry Customer equity and ETF option average daily 
volume (``TCADV'') \4\ to 0.15% of TCADV.\5\ \6\ The Exchange believes 
that by [sic] making it easier for ATP Holders to qualify for the 
Incentive should encourage more Complex CUBE volume, which would inure 
to the benefit of all market participants who would benefit from 
increased opportunities for price improvement.
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    \4\ The term ``TCADV'' is defined in the Key Terms and 
Definitions Section of the Preface of the Fee Schedule, available 
here: https://www.nyse.com/publicdocs/nyse/markets/american-options/NYSE_American_Options_Fee_Schedule.pdf. TCADV includes Options 
Clearing Corporation (``OCC'') calculated Customer volume of all 
types, including Complex Order transactions and QCC transactions, in 
equity and ETF options.
    \5\ See id., Fee Schedule, Section I. I. (Firm Monthly Fee Cap) 
(describing the Incentive, which allows ATP Holders that qualify for 
this Incentive to include a broader range of Exchange activity to be 
counted in the Firm Monthly Fee Cap calculation such that it should 
be easier for firms to have certain of their transactions fees 
capped).
    \6\ See Rule 971.2NY (describing Complex CUBE Auction, which 
offers price improvement opportunities to Complex Orders); see also 
supra note 5, Fee Schedule, Section I.G, CUBE Auction Fees & 
Credits.
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    The Exchange proposes to implement the rule change on August 9, 
2019.

Background

    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. In Regulation NMS, 
the Commission highlighted the importance of market forces in 
determining prices and SRO revenues and, also, recognized that current 
regulation of the market system ``has been remarkably successful in 
promoting market competition in its broader forms that are most 
important to investors and listed companies.'' \7\
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    \7\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (``Reg NMS 
Adopting Release'').
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    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\8\ Therefore, no exchange possesses significant pricing power 
in the execution of multiply-listed equity & ETF options order flow. 
More specifically, in the first quarter of 2019, the Exchange had less 
than 10% market share of executed volume of multiply-listed equity & 
ETF options trades.\9\
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    \8\ The OCC publishes options and futures volume in a variety of 
formats, including daily and monthly volume by exchange, available 
here: https://www.theocc.com/market-data/volume/default.jsp.
    \9\ Based on OCC data, see id., the Exchange's market share in 
equity-based options declined from 9.82% for the month of January to 
8.84% for the month of April.
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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 or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees.
    In response to this competitive environment, the Exchange has 
established incentives to encourage ATP Holders to participate in 
liquid and active markets on the Exchange, including the Incentive, 
which works in conjunction with the Firm Monthly Fee Cap (``Fee Cap'').
    Section I.I. of the Fee Schedule sets forth a Fee Cap that limits, 
or caps, at $100,000 per month the fees incurred by Firms trading 
though a Floor Broker in open outcry (i.e., manual 
transactions).10 11 The Incentive allows

[[Page 43252]]

ATP Holders that increase their monthly Initiating Complex CUBE 
(``ICC'') volume by at least 0.20% of TCADV over their January 2019 ICC 
volume to aggregate the following transactions with their Firm Manual 
and Firm QCC transactions to achieve the Fee Cap:
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    \10\ See supra note 5, Fee Schedule, Section I. I. (Firm Monthly 
Fee Cap) (providing that an ATP Holder that achieves Tier 2, 3, 4 or 
5 of the American Customer Engagement ``ACE'' Program is entitled to 
a Fee Cap of $85,000, $75,000, $70,000 or $65,000, respectively). 
The Fee Cap excludes volumes associated with Strategy Executions 
described in Section I.J., (e.g., reversal and conversion, box 
spread, short stock interest spread, merger spread and jelly roll) 
and Firm Manual Facilitation trades (which are always free). Royalty 
Fees described in Section I. K. still apply to applicable 
transactions even once Fee Cap is reached. See id. Once a Firm has 
reached the Fee Cap, an incremental service fee of $0.01 per 
contract for Firm Manual transactions will apply, except for the 
execution of Qualified Contingent Cross (``QCC'') orders, which are 
not subject to the incremental service fee. See id.
    \11\ The Fee Cap may be lower than $100,000 for ATP Holders that 
achieve Tier 2 or higher of the ACE Program. See supra note 5, Fee 
Schedule, Section I.E. (describing ACE Program). ATP Holders that 
qualify for the Complex CUBE Cap Incentive will continue to be 
eligible for a reduced Monthly Fee Cap based on ACE Tier achieved. 
See supra note 5, Fee Schedule, Section I. I. (Firm Monthly Fee 
Cap).
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     Broker Dealer Manual transactions; and
     Broker Dealer QCC transactions.\12\
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    \12\ See supra note 5, Fee Schedule, Section I. I. (Firm Monthly 
Fee Cap).
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    ATP Holders that qualify for the Incentive and attain the Firm Fee 
Cap are not assessed transaction fees on Firm or Broker Dealer Manual 
volume, including QCC transactions. Further, an incremental service fee 
of $0.01 per contract applies to Broker Dealer Manual transactions \13\ 
and for Broker Dealer QCC Transactions in excess of 25,000 contracts 
ADV, an incremental service fee of $0.10 per contract applies.\14\
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    \13\ See id. (regarding incremental service fee applicable to 
Firm Manual transactions).
    \14\ See Fee Schedule, Section I. I. (Firm Monthly Fee Cap).
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    The Exchange proposes to reduce the ICC volume requirement to 
qualify for the Incentive.
Proposed Rule Change
    The Exchange proposes to reduce the monthly ICC volume that an ATP 
Holder needs to increase over its January 2019 ICC volume to qualify 
for the Incentive from 0.20% of TCADV to 0.15% of TCADV.
    For example, if an ATP Holder executed ICC volume of 6,000 
contracts during the month of January 2019 and the TCADV in a billing 
month is 6 million contracts, that ATP Holder would have to execute 
over 15,000 contracts of ICC volume in that billing month to qualify 
for the Incentive because 15,000 contracts equals (6,000 (the January 
2019 Base) + 9,000 (0.15% times the 6 million TCADV)). If an ATP Holder 
had more than 15,000 contracts of ICC volume in a billing month, it 
would be able to aggregate its Broker Dealer QCC transactions and 
Manual transactions (together with its Firm QCC transactions and Manual 
transactions) under the Fee Cap.
    If an ATP Holder did not send any ICC volume to the Exchange in 
January 2019, it could qualify for the Incentive in the billing month 
where the TCADV is 6 million contracts if it sends at least 9,000 
contracts of ICC volume in that billing month because 9,000 contracts 
equals an increase of 0.15% of TCADV over January 2019 ICC volume (0 
(the January 2019 Base) + 9,000 (0.15% times the 6 million TCADV)).
    As noted above, the Exchange operates in a competitive environment. 
This proposed change is designed to incent ATP Holders to increase 
their ICC volume to qualify for the Incentive, which may, in turn, 
encourage firms to qualify for the Fee Cap (which should increase 
Manual and QCC volume directed to the Exchange). The Exchange notes 
that all market participants stand to benefit from increased volume, 
which facilitates tighter spreads and enhances price discovery, and may 
lead to a corresponding increase in order flow from other market 
participants.
    The Exchange's fees are constrained by intermarket competition, as 
ATP Holders may direct their order flow to any of the 16 options 
exchanges, including those with complex price improve auctions similar 
to the Complex CUBE Auction. Thus, ATP Holders have a choice of where 
they direct their order flow. The proposed rule change is designed to 
incent ATP Holders to direct liquidity to the Exchange--in particular 
ICC volume, thereby promoting market depth, price discovery and 
improvement and enhancing order execution opportunities for market 
participants.
    The Exchange cannot predict with certainty whether any ATP Holders 
would avail themselves of this proposed fee change. At present, no ATP 
Holder qualifies for the Incentive. Assuming historical behavior can be 
predictive of future behavior, the Exchange believes that at present 
participation rates, at least three firms may be able to qualify for 
the Incentive with the reduced ICC volume requirement. The Exchange 
believes the proposed lower threshold would provide an incentive for 
ATP Holders to direct ICC volume to the Exchange to qualify for the 
Incentive (and thus more easily be able to achieve the Fee Cap).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\15\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\16\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Rule Change Is Reasonable
    The Exchange operates in a highly competitive market. The 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets. In Regulation NMS, the Commission 
highlighted the importance of market forces in determining prices and 
SRO revenues and, also, recognized that current regulation of the 
market system ``has been remarkably successful in promoting market 
competition in its broader forms that are most important to investors 
and listed companies.'' \17\
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    \17\ See Reg NMS Adopting Release, supra note 8, at 37499.
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    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\18\ Therefore, no exchange possesses significant pricing power 
in the execution of multiply-listed equity & ETF options order flow. 
More specifically, in the first quarter of 2019, the Exchange had less 
than 10% market share of executed volume of multiply-listed equity & 
ETF options trades.\19\
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    \18\ See supra note 8.
    \19\ Based on OCC data, see supra note 9, in 2019, the 
Exchange's market share in equity-based options declined from 9.82% 
for the month of January to 8.84% for the month of April.
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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 or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees. Stated otherwise, changes 
to exchange transaction fees can have a direct effect on the ability of 
an exchange to compete for order flow.
    The Exchange believes that the proposed modification (reduction) to 
the monthly ICC volume increase over an ATP Holder's January 2019 ICC 
monthly volume to qualify for the Incentive is designed to incent ATP 
Holders to increase their ICC volume. In addition, the proposal is 
based on the amount of business transacted on the Exchange and 
similarly-situated ATP Holders can opt to try to achieve the Incentive 
or not. The proposal is

[[Page 43253]]

designed to encourage ATP Holders to utilize (if they have not done so 
previously) or increase volume sent to the Complex CUBE Auction, which 
was adopted earlier this year. Further, ATP Holders that seek to or do 
achieve the Incentive likewise would be incented to increase their 
Broker Dealer volume in Manual and QCC transactions in an effort to 
meet the Fee Cap, which may, in turn, encourage more business to be 
brought to the Floor. To the extent that the proposed change attracts 
more Broker Dealer Manual and QCC transactions to the Exchange, this 
increased order flow would continue to make the Exchange a more 
competitive venue for, among other things, order execution, which, in 
turn, promotes just and equitable principles of trade and removes 
impediments to and perfects the mechanism of a free and open market and 
a national market system.
    Finally, to the extent the proposed change continues to attract 
greater volume and liquidity (to the Floor or otherwise), the Exchange 
believes the proposed change would improve the Exchange's overall 
competitiveness and strengthen its market quality for all market 
participants.
    The Exchange cannot predict with certainty whether any ATP Holders 
would avail themselves of this proposed fee change. At present, no ATP 
Holders qualifies for the Incentive. Assuming historical behavior can 
be predictive of future behavior, the Exchange believes that at present 
participation rates, at least three firms may be able to qualify for 
the Incentive with the reduced ICC volume requirement. The Exchange 
believes the proposed lower threshold would provide an incentive for 
ATP Holders to direct ICC volume to the Exchange to qualify for the 
Incentive (and thus more easily be able to achieve the Fee Cap).
    In the backdrop of the competitive environment in which the 
Exchange operates, the proposed rule change is a reasonable attempt by 
the Exchange to increase the depth of its market and improve its market 
share relative to its competitors.
The Proposed Rule Change Is an Equitable Allocation of Credits and Fees
    The Exchange believes the proposed rule change is an equitable 
allocation of its fees and credits. The proposal is based on the amount 
of business transacted on the Exchange and ATP Holders can opt to try 
to achieve the Incentive or not. Moreover, the proposal is designed to 
encourage ATP Holders to utilize (if they have not done so previously) 
or increase volume sent to the Complex CUBE Auction, which was adopted 
in 2018. Finally, ATP Holders that seek to or do achieve the Complex 
CUBE Incentive likewise would be incented to increase its Broker Dealer 
volume in Manual and QCC transaction in an effort to meet the Fee Cap, 
which may, in turn, encourage more business to be brought to the Floor. 
To the extent that the proposed change attracts more Broker Dealer 
Manual and QCC transactions to the Exchange, this increased order flow 
would continue to make the Exchange a more competitive venue for, among 
other things, order execution. Thus, the Exchange believes the proposed 
rule change would improve market quality for all market participants on 
the Exchange and, as a consequence, attract more order flow to the 
Exchange thereby improving market-wide quality and price discovery.
The Proposed Rule Change Is not Unfairly Discriminatory
    The Exchange believes it is not unfairly discriminatory to reduce 
the minimum ICC volume requirement associated with the Incentive as 
discussed herein because the proposed modification would be available 
to all similarly-situated market participants on an equal and non-
discriminatory basis.
    The proposal is based on the amount of business transacted on the 
Exchange and ATP Holders are not obligated to try to achieve the 
Incentive. Rather, the proposal is designed [sic] encourage ATP Holders 
to utilize (if they have not done so previously) or increase volume 
sent to the Complex CUBE Auction, which was adopted in 2018, as 
compared to an ATP Holder's own volume levels in January 2019. Finally, 
ATP Holders that seek to or do achieve the Incentive likewise would be 
incented to increase its Broker Dealer volume in Manual and QCC 
transaction in an effort to meet the Fee Cap, which may, in turn, 
encourage more business to be brought to the Floor. To the extent that 
the proposed change attracts more Broker Dealer Manual and QCC 
transactions to the Exchange, this increased order flow would continue 
to make the Exchange a more competitive venue for, among other things, 
order execution. Thus, the Exchange believes the proposed rule change 
would improve market quality for all market participants on the 
Exchange and, as a consequence, attract more order flow to the Exchange 
thereby improving market-wide quality and price discovery. The 
resulting increased volume and liquidity would provide more trading 
opportunities and tighter spreads to all market participants and thus 
would promote just and equitable principles of trade, remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act, the Exchange does 
not believe that the proposed rule change would impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. Instead, as discussed above, the Exchange believes 
that the proposed changes would encourage the submission of additional 
liquidity to a public exchange, thereby promoting market depth, price 
discovery and transparency and enhancing order execution opportunities 
for all market participants. As a result, the Exchange believes that 
the proposed change furthers the Commission's goal in adopting 
Regulation NMS of fostering integrated 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 Reg NMS Adopting Release, supra note 8, at 37499.
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    Intramarket Competition. The proposed change is designed to attract 
additional order flow (particularly Complex CUBE) to the Exchange. The 
Exchange believes that the proposed reduced ICC volume threshold would 
incentivize market participants to direct their ICC volume to the 
Exchange. Greater liquidity benefits all market participants on the 
Exchange and increased Complex CUBE auction would increase 
opportunities for price improvement on Complex Orders. The proposed 
reduced ICC volume threshold would be available to all similarly-
situated market participants, and, as such, the proposed change would 
not impose a disparate burden on competition among market participants 
on the Exchange.
    Intermarket Competition. The Exchange operates in a highly 
competitive market in which market participants can readily favor one 
of the 16 competing option exchanges if they deem fee levels at a 
particular venue to be excessive. In such an environment, the Exchange 
must continually adjust its

[[Page 43254]]

fees to remain competitive with other exchanges and to attract order 
flow to the Exchange. Based on publicly-available information, and 
excluding index-based options, no single exchange has more than 16% of 
the market share of executed volume of multiply-listed equity and ETF 
options trades.\21\ Therefore, no exchange possesses significant 
pricing power in the execution of multiply-listed equity & ETF options 
order flow. More specifically, in the first quarter of 2019, the 
Exchange had less than 10% market share of executed volume of multiply-
listed equity & ETF options trades.\22\
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    \21\ The OCC publishes options and futures volume in a variety 
of formats, including daily and monthly volume by exchange, 
available here: https://www.theocc.com/market-data/volume/default.jsp.
    \22\ Based on OCC data, see id., the Exchange's market share in 
equity-based options declined from 9.82% for the month of January to 
8.84% for the month of April.
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    The Exchange believes that the proposed rule change reflects this 
competitive environment because it modifies the Exchange's fees in a 
manner designed to encourage ATP Holders to direct trading interest 
(particularly ICC volume) to the Exchange, to provide liquidity and to 
attract order flow. To the extent that this purpose is achieved, all 
the Exchange's market participants should benefit from the improved 
market quality and increased opportunities for price improvement.
    The Exchange believes that the proposed change could promote 
competition between the Exchange and other execution venues, including 
those that currently offer similar price improvement auctions for 
complex orders and comparable (manual) transaction pricing, by 
encouraging additional orders to be sent to the Exchange for execution. 
The Exchange also believes that the proposed change is designed to 
provide the public and investors with a Fee Schedule that is clear and 
consistent, thereby reducing burdens on the marketplace and 
facilitating investor protection.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \23\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \24\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such 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 under 
Section 19(b)(2)(B) \25\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \25\ 15 U.S.C. 78s(b)(2)(B).
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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 No. SR-NYSEAMER-2019-33 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 No. SR-NYSEAMER-2019-33. 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 No. SR-NYSEAMER-2019-33, and should be submitted 
on or before September 10, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17853 Filed 8-19-19; 8:45 am]
 BILLING CODE 8011-01-P