[Federal Register Volume 84, Number 236 (Monday, December 9, 2019)]
[Notices]
[Pages 67304-67308]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-26404]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87650; File No. SR-NYSECHX-2019-24]


Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the 
Fee Schedule of NYSE Chicago, Inc.

December 3, 2019.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on November 29, 2019 the NYSE Chicago, Inc. (``NYSE 
Chicago'' or the ``Exchange'') filed with the Securities and Exchange 
Commission (the ``Commission'') the proposed rule change as described 
in Items I and II below, which Items have been prepared by the self-
regulatory organization. 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\ 15 U.S.C. 78a.
    \3\ 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 its Fee Schedule to (a) adopt the 
same billing dispute practice as the Exchange's affiliates and other 
exchanges, (b) adopt the same policy regarding the aggregation of 
affiliated Participants' activity as applied by the Exchange's 
affiliates and other exchanges, and (c) delete text referencing fees 
and services that became obsolete upon the Exchange's transition to the 
Pillar trading platform. proposed rule 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.

[[Page 67305]]

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 Exchange proposes to amend its Fee Schedule to (a) adopt the 
same billing dispute practice as the Exchange's affiliates and other 
exchanges, (b) adopt the same policy regarding the aggregation of 
affiliated Participants' \4\ activity as applied by the Exchange's 
affiliates and other exchanges, and (c) delete text referencing fees 
and services that became obsolete upon the Exchange's transition to the 
Pillar trading platform (``Pillar'').\5\
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    \4\ As defined in Article 1, Rule 1(s) of the Exchange's Rules, 
``Participants'' refers to persons who are permitted to trade on the 
Exchange. See Securities Exchange Act Release No. 87264 (October 9, 
2019), 84 FR 55345, 55346 n.25 (October 16, 2019) (SR-NYSECHX-2019-
08) (Approval Order).
    \5\ Pillar is an integrated trading technology platform designed 
to use a single specification for connecting to the equities and 
options markets operated by the Exchange's affiliates New York Stock 
Exchange LLC (``NYSE''), NYSE American LLC (``NYSE American''), NYSE 
Arca, Inc. (``NYSE Arca''), and NYSE National, Inc. (``NYSE 
National'' and, together, the ``Affiliate SROs''). See Securities 
and Exchange Act Release No. 87408 (October 28, 2019), 84 FR 58778 
(November 1, 2019) (SR-NYSECHX-2019-12).
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Proposed Billing Procedure
    The Exchange proposes to amend its Fee Schedule to adopt a billing 
procedure to prevent Participants from contesting their bills long 
after they have received an invoice. The proposed provision would be 
based on those in the fee schedules of the Affiliate SROs,\6\ and 
substantially the same as that in place at other equities and options 
exchanges.\7\
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    \6\ See New York Stock Exchange Price List 2019 (``NYSE Price 
List''), available at https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf (``All fee disputes concerning fees billed 
by the Exchange must be submitted to the Exchange in writing and 
must be accompanied by supporting documentation. All fee disputes 
must be submitted no later than sixty (60) days after receipt of a 
billing invoice.''); NYSE American Equities Price List (``NYSE 
American Equities Price List''), available at https://www.nyse.com/publicdocs/nyse/markets/nyse-american/NYSE_America_Equities_Price_List.pdf (same); NYSE American Options 
Fee Schedule (``NYSE American Options Fee Schedule''), available at 
https://www.nyse.com/publicdocs/nyse/markets/american-options/NYSE_American_Options_Fee_Schedule.pdf (same); NYSE Arca Equities 
Fees and Charges (``NYSE Arca Equities Fee Schedule''), available at 
https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf (same); NYSE Arca Options Fees and 
Charges (``NYSE Arca Options Fee Schedule''), available at https://www.nyse.com/publicdocs/nyse/markets/arca-options/NYSE_Arca_Options_Fee_Schedule.pdf (same); and NYSE National, Inc. 
Schedule of Fees and Rebates (``NYSE National Fee Schedule''), at 
https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_National_Schedule_of_Fees.pdf (same).
    \7\ See NASDAQ Equity Rules, Equity 7 (Pricing Schedule), 
Section 70(b) (all fee disputes must be submitted no later than 60 
days after receipt of billing invoice, in writing and accompanied by 
supporting documentation); NASDAQ Options Rules, Options 7 (Pricing 
Schedule), Section 7(a)-(b) (same); NASDAQ BX Equity Rules, Equity 7 
(Pricing Schedule), Section 111(b) (Collection of Exchange Fees and 
Other Claims and Billing Policy) (same); NASDAQ BX Options Rules, 
Options 7 (Pricing Schedule), Section 7(a)-(b) (BX Options Fee 
Disputes) (same); NASDAQ PHLX Equity Rules, Equity 7 (Pricing 
Schedule), Section 1(a) (same); NASDAQ PHLX Options Rules, Options 7 
(Pricing Schedule), Section 1(a) (same); NASDAQ ISE Options Rules, 
Options 7 (Pricing Schedule), Section 1(b) (same); NASDAQ GEMX 
Options Rules, Options 7 (Pricing Schedule), Section 1(b) (same); 
NASDAQ MRX Options Rules, Options 7 (Pricing Schedule), Section 1(b) 
(same); MIAX Options Fee Schedule, available at https://www.miaxoptions.com/sites/default/files/fee_schedule-files/MIAX_Options_Fee_Schedule_10222019.pdf (same); MIAX Pearl Fee 
Schedule, available at https://www.miaxoptions.com/sites/default/files/fee_schedule-files/MIAX_PEARL__Fee__Schedule_10222019.pdf 
(same); and MIAX Emerald Fee Schedule, available at https://www.miaxoptions.com/sites/default/files/fee_schedule-files/MIAX_Emerald_Fee_Schedule_10222019.pdf (same).
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    Under the proposed billing procedure, all disputes concerning fees 
billed by the Exchange would have to be submitted to the Exchange in 
writing and accompanied by supporting documentation. Further, all fee 
disputes would have be submitted no later than sixty (60) days after 
receipt of a billing invoice. After sixty days, all fees assessed by 
the Exchange would be considered final. The Exchange believes that this 
requirement, which is the same as that in place at the Exchange's 
equities and options market affiliates,\8\ will streamline the billing 
dispute process.
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    \8\ See note 6, supra.
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    The Exchange believes it is reasonable for Participants to become 
aware of any potential billing errors within sixty calendar days of 
receiving an invoice. Requiring that Participants dispute an invoice 
within this time period will encourage Participants to review their 
invoices promptly and allow disputed charges to be addressed while the 
information and data underlying those charges (e.g., applicable fees 
and order information) are still easily and readily available. This 
practice would avoid issues that may arise when Participants do not 
dispute an invoice in a timely manner and conserve Exchange resources 
that would be expended to resolve untimely billing disputes.\9\
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    \9\ The same rationale has been advanced by other exchanges that 
have adopted the Exchange's proposed billing procedure. See, e.g., 
Securities and Exchange Act Release Nos. 79061 (October 6, 2016), 81 
FR 70721 (October 13, 2016) (SR-ISE-2016-23); 74895 (May 7, 2015), 
80 FR 27352 (May 13, 2015) (SR-NASDAQ-2015-50); and 73452 (October 
28, 2014), 79 FR 65279 (November 3, 2014) (SR-BX-2014-54).
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    In order for Participants to be fully aware of this rule regarding 
fee disputes, the Exchange proposes to include the proposed Fee 
Schedule language in each customer invoice.
    To effect this change, the Exchange proposes to amend Section P of 
the Fee Schedule, which is currently designated as ``Reserved,'' to 
title it ``Billing Disputes'' and add text describing the billing 
procedure. The Exchange also proposes a non-substantive change to add a 
heading of ``Q. Minor Rule Violation Plan'' before the next section of 
the Fee Schedule.
Aggregation of Affiliate Activity
    The Fee Schedule currently provides that activity of affiliated 
Participants may be aggregated for specified purposes.\10\ The Exchange 
proposes to amend its Fee Schedule to replace the current method of 
aggregation of affiliated Participant activity with the method used by 
the Affiliated SROs to aggregate activity of affiliated 
Participants.\11\ Other exchanges also include similar provisions in 
their rules.\12\
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    \10\ See Section O of the Fee Schedule.
    \11\ See, e.g., NYSE Price List available at https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf; NYSE 
American Equities Price List, available at https://www.nyse.com/publicdocs/nyse/markets/nyse-american/NYSE_America_Equities_Price_List.pdf; NYSE Arca Equities Price List, 
available at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf; and NYSE National Fee Schedule, 
available at https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_National_Schedule_of_Fees.pdf.
    \12\ See, e.g., NASDAQ Equity Rules, Equity 7, Section 127; 
NASDAQ Options Rules, Options 7, Section 127; NASDAQ BX Equity 
Rules, Equity 7, Section 127; NASDAQ BX Options Rules, Options 7; 
NASDAQ PHLX Equity Rules, Equity 7, Section 3; NASDAQ PHLX Options 
Rules, Options 7, Section 1.
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    The proposed rule change would provide that for purposes of 
applying any provision of the Exchange's Fee Schedule where the charge 
assessed, or credit provided, by the Exchange

[[Page 67306]]

depends on the volume of a Participant's activity (i.e., where a volume 
threshold or volume percentage is required to obtain the pricing), a 
Participant may request that the Exchange aggregate its eligible 
activity with the eligible activity of its affiliates. The Exchange 
further proposes that a Participant requesting aggregation of eligible 
affiliate activity would be required to (1) certify to the Exchange 
which affiliate(s) it seeks to aggregate prior to receiving approval 
for aggregation, and (2) inform the Exchange immediately of any event 
that causes an entity to cease being an affiliate(s). The Exchange 
would review available information regarding the entities and reserves 
the right to request additional information to verify the affiliate 
status of an entity. The Exchange would approve a request, unless it 
determines that the certificate is not accurate.
    The Exchange also proposes to establish a standard practice for 
determining an affiliation as of the month's beginning or close in time 
to when the affiliation occurs, provided the Participant submits a 
timely request. Specifically, if two or more Participants become 
affiliated on or prior to the sixteenth day of a month, and submit the 
required request for aggregation on or prior to the twenty-second day 
of the month, an approval of the request would be deemed to be 
effective as of the first day of that month. If two or more 
Participants become affiliated after the sixteenth day of a month, or 
submit a request for aggregation after the twenty second day of the 
month, an approval of the request would be deemed to be effective as of 
the first day of the next calendar month. The Exchange believes that 
this requirement, which is based on the requirements of the Affiliate 
SROs without any substantive differences, would be a fair and objective 
way to apply the aggregation rule to fees and streamline the billing 
process.
    The Exchange further proposes to provide that for purposes of 
applying any provision of the Fee Schedule where the charge assessed, 
or credit provided, by the Exchange depends upon the volume of a 
Participant's activity, references to an entity would be deemed to 
include the entity and its affiliates that have been approved for 
aggregation. Consistent with the requirements of the Affiliate 
SROs,\13\ the Exchange proposes to provide that Participants may not 
aggregate volume wherever the Fee Schedule may specify that aggregation 
is not permitted.
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    \13\ See note 11, supra.
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    Finally, the Exchange proposes to simplify its definition of 
``affiliate'' for purposes of the Fee Schedule. Currently, the term 
``affiliate'' is defined in the Fee Schedule as any wholly owned 
subsidiary, parent, or sister of the Participant that is also a 
Participant, with the terms ``wholly owned subsidiary,'' ``parent,'' 
and ``sister'' also individually defined. The proposed change would 
define ``affiliate'' as any Participant under 75% common ownership or 
control of that Participant. This proposed definition is consistent 
with rules adopted by the Affiliate SROs and other exchanges.\14\
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    \14\ See notes 11-12, supra.
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    To effect this change, the Exchange proposes to delete the text 
currently set forth in Section O of the Fee Schedule, replace it with 
the above-described rule, and amend the title of that section to 
``Aggregate Billing of Affiliated Participants.''
Removal of Obsolete Fees
    Because the Exchange does not offer the Connect service in Pillar, 
in connection with the transition to Pillar, the Exchange deleted 
Article 4, Rule 2 relating to the Connect service in its entirety.\15\ 
The Exchange proposes to similarly delete reference to the Connect 
service in the Fee Schedule by deleting the text set forth in Section 
``L'' of the Fee Schedule and designating that section as ``Reserved.''
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    \15\ See 84 FR 55345, supra note 4, at 55346 n.19.
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    The Exchange also proposes to delete certain text in the Fee 
Schedule referencing fees for services that have become obsolete 
because of the Exchange's move to the Mahwah data center. Specifically, 
the Exchange proposes to delete Section D.2 of the Fee Schedule, which 
sets forth Cross Connection Charges for physical connections that are 
no longer used by Participants now that the Exchange has moved to the 
Mahwah data center. The Exchange also proposes to delete Section G of 
the Fee Schedule, which sets forth fees for co-location services that 
were provided prior to the migration to Pillar, and not for co-location 
services provided in the Mahwah data center.\16\ The Exchange proposes 
to designate Section G of the Fee Schedule as ``Reserved.''
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    \16\ See Securities Exchange Act Release No. 49728 (May 19, 
2004), 69 FR 29988 (May 26, 2004) (SR-CHX-2004-15). The Exchange 
sets forth fees for the co-location services it currently offers 
under the heading of ``Co-Location Fees'' on page 13 of the Fee 
Schedule.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\17\ in general, and furthers the 
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\18\ 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 among customers, issuers, brokers, or dealers, and because 
it is designed to promote just and equitable principles of trade, to 
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.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(4)-(5).
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    With respect to the proposed billing procedure, the Exchange 
believes that the requirement to submit all billing disputes in 
writing, and with supporting documentation, within sixty days from 
receipt of the invoice, is reasonable because the Exchange provides 
Participants with ample tools to monitor and account for various 
charges incurred in a given month. The proposed provision also promotes 
the protection of investors and the public interest by providing a 
clear and concise mechanism in Exchange Rules for Participants to 
dispute fees and for the Exchange to review such disputes in a timely 
manner. In addition, the proposed 60-day limitation is fair, equitable, 
and not unfairly discriminatory because it will apply equally to all 
Participants and be implemented prospectively on all Participants, only 
applying to invoices issued after the proposed rule change becomes 
operative. Moreover, the proposed billing dispute language, which will 
lower the Exchange's administrative burden, is based on billing dispute 
language of the Affiliate SROs without any substantive differences, and 
is substantially similar to billing dispute language of other 
exchanges.\19\
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    \19\ See notes 6-7, supra.
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    With respect to the proposed billing aggregation, the Exchange 
believes that this policy implements a reasonable and clear process for 
the Exchange to group together affiliated Participants for purposes of 
assessing charges or credits that are based on volume. The provision is 
equitable because all Participants seeking to aggregate their activity 
are subject to the same parameters, in accordance with a standard that 
recognizes an affiliation as of the month's beginning or close in time 
to when the affiliation occurs, provided the Participant submits a 
timely request.

[[Page 67307]]

In addition, the Exchange believes that the proposed change would 
reduce disparity of treatment between Participants with regard to the 
pricing of different services and reduce any potential for confusion on 
how activity can be aggregated. For example, the proposed rule change 
avoids disparate treatment of Participants that have divided their 
various business activities between separate corporate entities as 
compared to Participants that operate those business activities within 
a single corporate entity. The Exchange also believes that the proposed 
rule change is designed to remove impediments to and perfect the 
mechanism of a free and open market by harmonizing the process by which 
Participants can seek to aggregate volume with the practices of the 
Affiliate SROs and other exchanges.\20\
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    \20\ See notes 11-12, supra.
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    With respect to the proposed deletion of obsolete fees, the 
Exchange believes that the proposed change would remove impediments to 
and perfect the mechanisms of a free and open market by eliminating 
references to services that are no longer offered, thereby improving 
the clarity of the Exchange's rules and enabling market participants to 
more easily navigate the Exchange's fee schedule. The Exchange also 
believes that the proposed change would protect investors and the 
public interest because the deletion of obsolete text would make the 
Fee Schedule more accessible and transparent and facilitate market 
participants' understanding of the fees charged for services currently 
offered by the Exchange.

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

    In accordance with Section 6(b)(8) of the Act,\21\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act.
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    \21\ 15 U.S.C. 78f(b)(8).
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    With respect to the billing procedure and billing aggregation 
policy, the proposed rule change would establish a clear process that 
would apply equally to all Participants and is based on the rules of 
the Affiliate SROs without any substantive differences, and is 
substantially similar to rules of other exchanges. The Exchange does 
not believe such proposed changes would impair the ability of 
Participants or competing order execution venues to maintain their 
competitive standing in the financial markets. Moreover, because the 
proposed changes would apply equally to all Participants, the proposal 
does not impose any burden on competition.
    With respect to the proposed deletion of text referencing outdated 
functionalities and services, the changes would not have any impact on 
competition, because they are solely designed to eliminate obsolete 
text to accurately reflect the services that the Exchange currently 
offers.

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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \22\ and Rule 19b-4(f)(6) thereunder.\23\ 
Because the 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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\24\
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    \22\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \23\ 17 CFR 240.19b-4(f)(6).
    \24\ 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 under Rule 19b-4(f)(6) \25\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\26\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Exchange asserts that 
waiver of the operative delay would be consistent with the protection 
of investors and the public interest because it would allow the 
Exchange to immediately implement a defined process for billing 
disputes and the revised rules for how activity of affiliates can be 
aggregated, and more quickly remove obsolete text from its Fee 
Schedule. Further, the Exchange states that waiver of the operative 
delay will allow the Exchange to implement these changes beginning 
December 2, 2019, which is the first business day in December. The 
Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest, 
and hereby waives the 30-day operative delay and designates the 
proposed rule change operative upon filing.\27\
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    \25\ 17 CFR 240.19b-4(f)(6).
    \26\ 17 CFR 240.19b-4(f)(6)(iii).
    \27\ 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 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) \28\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \28\ 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 Number SR-NYSECHX-2019-24 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-NYSECHX-2019-24. 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/

[[Page 67308]]

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-NYSECHX-2019-24 and should 
be submitted on or before December 30, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-26404 Filed 12-6-19; 8:45 am]
BILLING CODE 8011-01-P