[Federal Register Volume 84, Number 243 (Wednesday, December 18, 2019)]
[Notices]
[Pages 69412-69415]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-27216]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87733; File No. SR-NYSECHX-2019-26]


Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change Amending Its 
Fee Schedule To Adopt Fees for Orders That Are Routed to Other Markets 
for Execution, and Delete Text That Became Obsolete Upon the Exchange's 
Transition to the Pillar Trading Platform

December 12, 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 December 11, 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, II, and III 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 the Fee Schedule of NYSE Chicago, 
Inc. (the ``Fee Schedule'') to adopt fees for orders that are routed to 
other markets for execution, and delete text that became obsolete upon 
the Exchange's transition to the Pillar trading platform. The Exchange 
proposes to implement the fee change effective December 11, 2019. The 
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.

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 adopt fees for orders that are routed to 
other markets for execution, and delete text that became obsolete upon 
the Exchange's transition to the Pillar trading platform. The Exchange 
proposes to implement the fee change effective December 11, 2019.\4\
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    \4\ The Exchange originally filed to amend the Fee Schedule on 
December 2, 2019 (SR-NYSECHX-2019-25). SR-NYSECHX-2019-25 was 
subsequently withdrawn and replaced by this filing.
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    On November 4, 2019, the Exchange transitioned to trading on 
Pillar.\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 and its affiliates, NYSE Arca, 
Inc. (``NYSE Arca''), NYSE American, LLC (``NYSE American''), NYSE 
National, Inc. (``NYSE National''), and New York Stock Exchange LLC 
(``NYSE'').
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    \5\ See Trader Update, available at https://www.nyse.com/publicdocs/nyse/notifications/trader-update/NYSEChicago_Migration_FINAL.pdf. See also Securities Exchange Act 
Release No. 87264 (October 9, 2019), 84 FR 55345 (October 16, 2019) 
(SR-NYSECHX-2019-08).
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Background
    The Exchange operates in a highly competitive environment. 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.'' \6\
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    \6\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
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    As the Commission itself recognized, the market for trading 
services in NMS stocks has become ``more fragmented and competitive.'' 
\7\ Indeed, equity trading is currently dispersed across 13 
exchanges,\8\ 31 alternative trading systems,\9\ and numerous broker-
dealer internalizers and wholesalers, all competing for order flow. 
Based on publicly-available information, no single equities exchange 
has more than 18% market share (whether including or excluding auction 
volume).\10\ Therefore, no exchange possesses significant pricing power 
in the execution of equity order flow. More specifically, in October 
2019, the Exchange had 0.43% market share of executed volume of non-
auction equity trading.\11\
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    \7\ See Securities Exchange Act Release No. 51808, 84 FR 5202, 
5253 (February 20, 2019) (File No. S7-05-18) (Transaction Fee Pilot 
for NMS Stocks Final Rule).
    \8\ See Cboe U.S Equities Market Volume Summary at https://markets.cboe.com/us/equities/market_share. See generally https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
    \9\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of 
alternative trading systems registered with the Commission is 
available at https://www.sec.gov/foia/docs/atslist.htm.
    \10\ See Cboe Global Markets U.S. Equities Market Volume 
Summary, available at http://markets.cboe.com/us/equities/market_share/.
    \11\ See id.
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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 
move order flow, or discontinue or reduce use of certain categories of 
products. While it is not possible to know a firm's reason for shifting 
order flow, the Exchange believes that one such reason is because of 
fee changes at any of the registered exchanges or non-exchange venues 
to which a firm routes order flow.
Proposed Rule Change
    In May 2015, the Chicago Stock Exchange, Inc. (``CHX''), the 
Exchange's predecessor, launched outbound routing functionality called 
CHX Routing

[[Page 69413]]

Service.\12\ Due to infrequent use of this functionality by 
Participants, CHX decommissioned the functionality in December 
2018.\13\ When the Exchange transitioned to trading to Pillar, the 
Exchange again began to provide outbound routing service to 
Participants but without charging a fee for such service. As a result, 
the Exchange currently does not charge a fee for orders that are routed 
to another market for execution. The Exchange now proposes to adopt 
fees for routing. Specifically, the Exchange proposes to add a new 
column under Section E.1 titled ``Routing Fees'' which would provide 
the fees applicable to all orders that are routed. For executions in 
securities with a price at or above $1.00 that route to and execute on 
an Away Market,\14\ the Exchange proposes to charge a fee of $0.0030 
per share.
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    \12\ See Securities Exchange Act Release No. 73150 (September 
10, 2014), 79 FR 57603 (September 25, 2014) (SR-CHX-2014-15).
    \13\ See Securities Exchange Act Release No. 84852 (December 19, 
2018), 83 FR 66808 (December 27, 2018) (SR-CHX-2018-09). See also 
Securities Exchange Act Release No. 85248 (March 5, 2019), 84 FR 
8773 (March 11, 2019) (SR-NYSECHX-2019-01) (Amending the Fee 
Schedule to Eliminate Fees Related to the CHX Routing Service).
    \14\ The term ``Away Market'' is defined in Rule 1.1(b) to mean 
any exchange, alternative trading system (``ATS'') or other broker-
dealer (1) with which the Exchange maintains an electronic linkage 
and (2) that provides instantaneous responses to orders routed from 
the Exchange.
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    For securities priced below $1.00 that route to and execute on an 
Away Market, the Exchange proposes to charge a fee of 0.30% of the 
total dollar value of the transaction.
    Additionally, the Exchange proposes non-substantive, clarifying 
amendments to the Fee Schedule. First, the Exchange proposes to delete 
the term ``Matching System'' throughout the Fee Schedule and replace it 
with the term ``Exchange.'' When the Exchange transitioned to trading 
to Pillar, the term ``Matching System'' became obsolete. Second, the 
Exchange proposes to delete the words ``in either of the Exchange's 
data centers'' in Section D.1 of the Fee Schedule. With the Exchange's 
move to the Mahwah data center, the Exchange now only has one data 
center. The Exchange believes that these proposed changes would promote 
clarity and transparency of the Fee Schedule, without making any 
substantive changes.
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
    As discussed above, the Exchange operates in a highly fragmented 
and competitive market. 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.'' \17\
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    \17\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
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    As the Commission itself recognized, the market for trading 
services in NMS stocks has become ``more fragmented and competitive.'' 
\18\ Indeed, equity trading is currently dispersed across 13 
exchanges,\19\ 31 alternative trading systems,\20\ and numerous broker-
dealer internalizers and wholesalers, all competing for order flow. 
Based on publicly-available information, no single exchange has more 
than 18% market share (whether including or excluding auction 
volume).\21\ Therefore, no exchange possesses significant pricing power 
in the execution of equity order flow. More specifically, as noted 
earlier, the Exchange averaged less than 1% market share of executed 
volume of equity trades (excluding auction volume) \22\ for October 
2019.
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    \18\ See Securities Exchange Act Release No. 51808, 84 FR 5202, 
5253 (February 20, 2019) (File No. S7-05-18) (Final Rule).
    \19\ See Cboe Global Markets, U.S Equities Market Volume 
Summary, available at https://markets.cboe.com/us/equities/market_share.
    \20\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of 
alternative trading systems registered with the Commission is 
available at https://www.sec.gov/foia/docs/atslist.htm.
    \21\ See Cboe Global Markets U.S. Equities Market Volume 
Summary, available at http://markets.cboe.com/us/equities/market_share/.
    \22\ See note 10, supra.
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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 to reduce use of certain categories of 
products, in response to fee changes. With respect to non-marketable 
orders which provide liquidity on an Exchange, Participants can choose 
from any one of the 13 currently operating registered exchanges to 
route such order flow. Accordingly, competitive forces reasonably 
constrain exchange transaction fees that relate to orders that would 
provide displayed liquidity on an exchange. Stated otherwise, changes 
to exchange transaction fees can have a direct effect on the ability of 
an exchange to compete for order flow.
    In particular, the Exchange believes that the proposed rule change 
is reasonable because it seeks to recoup costs incurred by the Exchange 
when routing orders to Away Markets. In determining its proposed 
routing fees, the Exchange took into account transaction fees assessed 
by the Away Markets to which the Exchange routes orders. Additionally, 
the proposed routing fees are similar to fees currently charged by the 
Exchange's affiliates, NYSE, NYSE Arca, NYSE National and NYSE 
American, and are also comparable to the fees in place at other 
exchanges, such as Cboe BZX Exchange, Inc. (``Cboe BZX'').\23\ The 
Exchange believes that because the proposed fees are same as, or 
comparable to, fees charged on other exchanges, Participants may choose 
to continue to send routable orders to the Exchange, thereby directing 
order flow to be entered on the Exchange.
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    \23\ See Cboe BZX U.S. Equities Exchange Fee Schedule, at 
https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/.
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    As noted above, the Exchange's proposal to charge a fee of $0.0030 
per share for orders in securities priced at or above $1.00 that are 
routed to an Away Market is consistent with fees charged by the 
Exchange's affiliate NYSE,\24\ NYSE Arca,\25\ NYSE

[[Page 69414]]

National \26\ and NYSE American,\27\ and the fee charged on other 
exchanges.\28\
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    \24\ See New York Stock Exchange Price List, Routing Fee, at 
https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf. NYSE charges a routing fee of $0.0035 per 
share, except that for member organizations that have adding ADV in 
Tapes A, B, and C combined that is at least 0.20% of Tapes A, B and 
C CADV combined, the routing fee is $0.0030 per share.
    \25\ See NYSE Arca Equities Fees and Charges, Tiers 1, 2 and 3, 
at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf.
    \26\ See NYSE National Schedule of Fees and Rebates, Section II, 
Routing Fees, at https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_National_Schedule_of_Fees.pdf.
    \27\ See NYSE American Equities Price List, Section III, Fees 
for Routing for all ETP Holders, at https://www.nyse.com/publicdocs/nyse/markets/nyse-american/NYSE_America_Equities_Price_List.pdf.
    \28\ See supra, note 23. Additionally, the NASDAQ Stock Market 
LLC (``NASDAQ'') charges a rate of $0.0030 per share to remove 
liquidity for shares executed at or above $1.00. See NASDAQ Fee 
Schedule at http://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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    Further, the proposal to charge a fee of 0.30% of total dollar 
value for transactions in securities with a price under $1.00 that are 
routed to an Away Market is reasonable because it is consistent with 
fees charged by the Exchange's affiliates, NYSE, NYSE Arca, NYSE 
National and NYSE American and other exchanges.\29\
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    \29\ See supra, notes 23-27. Additionally, NASDAQ charges a fee 
of 0.30% (i.e. 30 basis points) of total dollar volume to remove 
liquidity for shares executed below $1.00. See NASDAQ Fee Schedule 
at http://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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    With respect to the proposed deletion of obsolete text, 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 terms that are no longer applicable, thereby improving 
the clarity of the Exchange's rules and enabling market participants to 
more easily navigate the 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.
The Proposed Rule Change Is an Equitable Allocation of Fees
    The Exchange believes that the proposed rule change constitutes an 
equitable allocation of reasonable fees because the proposed fee is 
designed to reflect the costs incurred by the Exchange for orders 
submitted by Participants that remove liquidity from away markets and 
would apply equally to all Participants that choose to use the Exchange 
to route liquidity removing orders to an Away Market. Furthermore, the 
Exchange notes that routing through the Exchange is voluntary, and, 
because the Exchange operates in a highly competitive environment as 
discussed below, Participants that do not favor the proposed pricing 
can readily direct order flow directly to an Away Market or through 
competing venues or providers of routing services.
    The proposed change may impact the submission of orders to a 
national securities exchange, and to the extent that Participants 
continue to submit liquidity removing orders to the Exchange, the 
proposed rule change would not have a negative impact to Participants 
trading on the Exchange because the proposed fee would be in line with 
the routing fee charged by other exchanges. However, without having a 
view of Participant's activity on other markets and off-exchange 
venues, the Exchange has no way of knowing whether this proposed rule 
change would result in a change in trading behavior by Participants.
    With respect to the proposed deletion of obsolete text, the 
Exchange believes that the proposed change would protect investors and 
the public interest because it would permit the Exchange to streamline 
the Fee Schedule by removing references to obsolete terms from the Fee 
Schedule and make the Fee Schedule easier to read, understand and 
administer.
The Proposed Rule Change Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly 
discriminatory. In the prevailing competitive environment, Participants 
are free to disfavor the Exchange's pricing if they believe that 
alternatives offer them better value.
    The proposal to adopt routing fees for orders that are routed to an 
Away Market for execution and to delete obsolete text from the Fee 
Schedule neither targets nor will it have a disparate impact on any 
particular category of market participant. The proposal does not permit 
unfair discrimination because the proposed fees would be applied to all 
Participants, who would all be charged the same fee on an equal basis. 
Accordingly, no Participant already operating on the Exchange would be 
disadvantaged by this allocation of fees.
    Finally, the submission of orders to the Exchange is optional for 
Participants in that they could choose whether to submit orders to the 
Exchange and, if they do, the extent of its activity in this regard. 
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,\30\ 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. Instead, the Exchange believes that the proposed 
rule change could promote competition between the Exchange and 
competing venues or providers of routing services. 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.'' \31\
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    \30\ 15 U.S.C. 78f(b)(8).
    \31\ See Securities Exchange Act Release No. 51808, 70 FR 37495, 
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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Intramarket Competition
    The Exchange does not believe the proposed rule change will impose 
any burden on intramarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. As noted above, 
the Exchange would uniformly assess the proposed routing fee on all 
Participants who choose to route orders through the Exchange to an Away 
Market. The Exchange does not believe that the proposed rule change 
will impair the ability of Participants to compete in the financial 
markets. There are 13 exchanges, 31 alternative trading systems, and 
numerous broker-dealer internalizers and wholesalers, all competing for 
order flow from which Participants may choose to send their quotes and 
trades. The Exchange also does not believe the proposed rule change 
would impact intramarket competition as the proposed rule change would 
apply to all Participants equally that transact on the Exchange, and 
therefore the proposed change would not impose a disparate burden on 
competition among market participants on the Exchange.
Intermarket Competition
    The Exchange does not believe the proposed rule change will impose 
any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. As noted above, 
the Exchange operates in a highly competitive market in which market 
participants can readily choose to send their orders to other exchange 
and off-exchange venues if they deem fee and rebate levels at those 
other venues to be more favorable. As noted

[[Page 69415]]

earlier, the Exchange's market share of intraday trading (i.e., 
excluding auctions) was 0.43% in October 2019. In such an environment, 
the Exchange must carefully consider any increases to its fees, 
balancing its desire to remain competitive with other exchanges and 
with alternative trading systems that have been exempted from 
compliance with the statutory standards applicable to exchanges, while 
also considering its need to cover the costs associated with providing 
a well-regulated market. In particular, the proposed rule change is a 
response to this competitive environment where the Exchange is adopting 
a fee for functionality that is widely available among its competitors. 
Because competitors are free to modify their own fees and credits in 
response, and because market participants may readily adjust their 
order routing practices, the Exchange does not believe the proposed 
change can impose any burden on intermarket competition.

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) \32\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \33\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \32\ 15 U.S.C. 78s(b)(3)(A).
    \33\ 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) \34\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \34\ 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-2019-26 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-2019-26. 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-NYSECHX-2019-26 and should be submitted 
on or before January 8, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\35\
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    \35\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-27216 Filed 12-17-19; 8:45 am]
 BILLING CODE 8011-01-P