[Federal Register Volume 84, Number 247 (Thursday, December 26, 2019)]
[Notices]
[Pages 71053-71057]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-27731]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87798; File No. SR-IEX-2019-14]


Self-Regulatory Organizations; Investors Exchange LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend IEX 
Rule 11.190(e) To Expand the Exchange's Existing Anti-Internalization 
Functionality and Make Conforming and Clarifying Changes to IEX Rule 
11.190(e) and Other IEX Rules

December 18, 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 (date), the Investors Exchange LLC (``IEX'' 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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[[Page 71054]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Pursuant to the provisions of Section 19(b)(1) under the Act,\4\ 
and Rule 19b-4 thereunder,\5\ IEX is filing with the Commission a 
proposed rule change to amend IEX Rule 11.190(e) to expand the 
Exchange's existing anti-internalization functionality and make 
conforming and clarifying changes to IEX Rule 11.190(e) and other IEX 
rules. The Exchange has designated this rule change as ``non-
controversial'' under Section 19(b)(3)(A) of the Act \6\ and provided 
the Commission with the notice required by Rule 19b-4(f)(6) 
thereunder.\7\
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    \4\ 15 U.S.C. 78s(b)(1).
    \5\ 17 CFR 240.19b-4.
    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4.
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    The text of the proposed rule change is available at the Exchange's 
website at www.iextrading.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 these statement may be examined at 
the places specified in Item IV below. The self-regulatory organization 
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 Exchange proposes to amend IEX Rule 11.190(e) to expand its 
existing anti-internalization functionality and make conforming and 
clarifying changes to IEX Rule 11.190(e) and other IEX rules.
    IEX currently offers optional anti-internalization functionality to 
Users \8\ that enables a User to prevent two of its orders from 
executing against each other. Users can set anti-internalization 
functionality to apply at the market participant identifier (``MPID'') 
or User level. In order to utilize anti-internalization functionality, 
a User adds a unique User-determined ``Anti-Internalization Group 
(``AGID'') modifier'' on a new order message. When a User designates an 
active order \9\ with an AGID modifier, the order is prevented from 
executing against a resting opposite order designated with the same 
AGID modifier and originating from the same MPID or Exchange User 
(referred to in IEX Rule 11.190(e) as a ``group type''). Instead of 
executing, the System \10\ cancels the older of the orders back to the 
User. Determination of ``older'' is based upon the time the order is 
received by the System, including by initial order entry, User revision 
(i.e., cancel/replace), or returning to the System from routing.
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    \8\ Pursuant to IEX Rule 1.160(qq), a User means any Member or 
Sponsored Participant who is authorized to obtain access to the 
System pursuant to IEX Rule 11.130. Member is defined in IEX Rule 
1.160(s), and Sponsored Participant is defined in IEX Rule 
1.160(ll).
    \9\ See IEX Rule 1.160(b).
    \10\ See IEX Rule 1.160(nn).
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    As provided in the supplementary material to IEX Rule 11.190(e), 
IEX's anti-internalization functionality does not relieve or otherwise 
modify the duty of best execution owed to orders received from public 
customers. As such, market participants using the AGID modifier need to 
take appropriate steps to ensure public customer orders that do not 
execute because they were subject to anti-internalization ultimately 
receive the same execution price (or better) than they would have 
originally obtained if execution of the order was not inhibited by 
anti-internalization. Furthermore, Market Makers \11\ and other Users 
must not use the AGID modifier to evade the firm quotation obligation, 
as specified in IEX Rule 11.151(b). And the AGID modifier must be used 
in a manner consistent with just and equitable principles of trade.\12\
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    \11\ See IEX Rule 11.150.
    \12\ See IEX Rule 11.190(e) Supplementary Material .01-.03.
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Proposal
    In order to provide additional flexibility to Users, the Exchange 
proposes to expand the anti-internalization functionality it offers by 
adding four additional anti-internalization modifiers, to be referred 
to as Anti-Internalization Qualifier (``AIQ'') modifiers, each of which 
would implement anti-internalization in a different manner.\13\ In 
order to provide additional clarity, the Exchange also proposes to 
restructure the terminology to identify orders subject to anti-
internalization. As proposed, instead of using the term ``AGID'' or 
``AGID modifier'' to identify orders that will not trade with each 
other, the Exchange will introduce the term ``AIQ identifier'' to refer 
to the unique User-supplied identifier included on an order message 
designating the order as subject to anti-internalization. Orders that 
have the same AIQ identifier and originate from the same MPID or 
Exchange User, as specified by the User,\14\ will be part of the same 
``AIQ group.'' As with the existing AGID modifier, orders within the 
same AIQ group will be prevented from executing against each other.
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    \13\ The functionality currently offered by the AGID modifier 
will become one of the five AIQ modifiers.
    \14\ A Member may elect to enable anti-internalization 
functionality on an IEX Port Request Form, designating whether such 
functionality should be applied on an MPID or User basis.
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    In addition, a User can also specify the type of anti-
internalization functionality to be applied by including one of the 
following five AIQ modifiers on the order message, which specifies how 
two orders subject to anti-internalization would interact:
    1. Cancel Oldest (``CO''). An active order marked with the CO AIQ 
modifier will not execute against opposite side resting interest marked 
with any AIQ modifier within the same AIQ group. The older order will 
be canceled back to the originating User. In accordance with User 
instructions, the newer order will be cancelled back to the originating 
User or remain on or post to the Order Book.\15\ This option is the 
existing anti-internalization functionality currently offered by the 
Exchange, and the default AIQ modifier.
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    \15\ See IEX Rule 1.160(p).
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    2. Cancel Newest (``CN''). An active order marked with the CN AIQ 
modifier will not execute against opposite side resting interest marked 
with any AIQ modifier within the same AIQ group. The newer order will 
be cancelled back to the originating User. The older order will remain 
on the Order Book.
    3. Cancel Both (``CB''). An active order marked with the CB AIQ 
modifier will not execute against opposite side resting interest marked 
with any AIQ modifier within the same AIQ group. The entire size of 
both orders will be cancelled back to the originating User.
    4. Cancel Smallest (``CS''). An active order marked with the CS AIQ 
modifier will not execute against opposite side resting interest marked 
with any AIQ modifier within the same AIQ group. If both orders are 
equivalent in size, both orders will be cancelled back to the 
originating User. If the orders are not equivalent in size, the smaller 
of the two orders will be cancelled back to the originating User and 
the larger order will remain on or post to the Order Book.
    5. Decrement Larger--Original Order Quantity (``DLO''). An active 
order marked with the DLO AIQ modifier will

[[Page 71055]]

not execute against opposite side resting interest marked with any AIQ 
modifier within the same AIQ group. If both orders are equivalent in 
size, both orders will be cancelled back to the originating User. If 
the orders are not equivalent in size, the size of the larger order 
will be decremented by the size of the smaller order, and the smaller 
order will be cancelled back to the User. However, if the order with 
the newer timestamp is marked with the DLO AIQ modifier and the older 
order is not, and if the newer order is smaller than the older order, 
then both orders will be canceled back to the originating User. In 
addition, routable orders designated with the DLO AIQ modifier will be 
rejected.\16\
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    \16\ Due to technical complexities, the System is not currently 
able to apply the DLO AIQ modifier to routable orders.
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    If a User includes an AIQ group identifier, but not an AIQ modifier 
on an order, the Exchange will apply the default Cancel Oldest AIQ 
modifier to the order. If the AIQ modifiers on two orders within the 
same AIQ group that would otherwise execute against each other are not 
the same (including application of the default Cancel Oldest AIQ 
modifier), the AIQ modifier on the order with the newer timestamp will 
control the interaction between the two orders. Determination of 
``newer'' and ``older'' would be based upon each order's timestamp, as 
specified in IEX Rule 11.220(a)(1)(C).\17\
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    \17\ Existing rule text in IEX Rule 11.190(e) provides that 
``older'' is based upon the time the order is received by the 
System, including by initial order entry, User revision (i.e., 
cancel/replace), or returning to the System from routing. The 
Exchange proposes to describe the concept of ``older'' as well as 
``newer'' with reference to an order's timestamp in order to provide 
more clarity. No substantive change is proposed.
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    The proposed rule change is designed to provide additional 
flexibility to Users in how they implement self-trade prevention 
provided by the Exchange, and thereby better manage their order flow 
and prevent undesirable executions or the potential for ``wash sales'' 
that may occur as a result of the speed of trading in today's 
marketplace. Based on informal discussions with Members, the Exchange 
believes that the proposed additional types of anti-internalization 
functionality will be useful to Members in implementing their own 
compliance controls. And the additional AIQ functionality may assist 
Users in complying with certain rules and regulations of the Employee 
Retirement Income Security Act (``ERISA'') that preclude and/or limit 
managing broker-dealers of such accounts from trading as principal with 
orders generated for those accounts.
    The Exchange notes that, as with the current anti-internalization 
functionality offered by IEX, use of the proposed new AIQ modifiers 
will not alleviate, or otherwise exempt, Users from their best 
execution obligations. As such, market participants using the AIQ 
modifiers will continue to be obligated to take appropriate steps to 
ensure that customer orders that do not execute because they were 
subject to anti-internalization ultimately receive the same price, or a 
better price, than they would have received had execution of the orders 
not been inhibited by anti-internalization.\18\ Further, as with 
current rule provisions, Market Makers and other Users may not use AIQ 
functionality to evade the firm quote obligation, as specified in IEX 
Rule 11.151(b), and the AIQ functionality must be used in a manner 
consistent with just and equitable principles of trade.\19\ For these 
reasons, the Exchange believes the proposed new AIQ modifiers offer 
Users enhanced order processing functionality that may prevent 
potentially undesirable executions without negatively impacting broker-
dealer best execution obligations.
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    \18\ See Supplementary Material .01 to IEX Rule 11.190(e).
    \19\ See Supplementary Material .02 and .03 to IEX Rule 
11.190(e).
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    IEX also proposes to make several conforming and clarifying changes 
to IEX Rule 11.190(e) and other IEX rules, as described below:
     Change the rule title of IEX Rule 11.190(e) from ``Anti-
Internalization Group Identifier (``AGID'') Modifier'' to ``Anti-
Internalization (``AIQ'') Functionality'' to reflect the expanded new 
functionality.
     Add a new subparagraph (2) of IEX Rule 11.190(e) to set 
forth the five AIQ modifiers to be offered by IEX, as described above, 
and renumber existing subparagraphs (2)-(5) as (3)-(6).
     Replace references to the ``group type'' with the term AIQ 
group in IEX Rule 11.190(e).
     Revise the text of subparagraph (5) of IEX Rule 11.190(e) 
(previously subparagraph (4)) regarding compatibility of Book Recheck 
and treatment of an active order that has been invited to Recheck 
against the Order Book to reflect the new AIQ modifiers. Previously, 
the subparagraph stated that if the active order that has been invited 
to Recheck against the Order Book is older than a resting order subject 
to anti-internalization, the active order will be cancelled in 
accordance with the existing anti-internalization functionality that 
cancels the older order. As proposed, the subparagraph clarifies that 
the active order will be treated as older or newer based upon its 
timestamp. As set forth in the new IEX Rule 11.190(e), the AIQ modifier 
on the newer of the two orders will control the interaction between the 
two orders subject to anti-internalization.
     Replace the references to the ``AGID modifier'' with 
references to the ``AIQ functionality'' in Supplementary Materials 
.01-.03 to IEX Rule 11.190(e).
     Replace all references to ``AGID modifiers'' with ``AIQ 
modifiers'' in IEX Rules 11.231(b)(1), 11.350(c)(2)(C), 
11.350(d)(2)(C), 11.350(e)(2)(D), 11.350(f)(2)(F), and 
11.350(f)(3)(B)(iii).
     Revise the rule text in Rule 11.151(b) (``Market Maker 
Obligations'') that refers to quotations that are ``designated with an 
AGID modifier which is the same as that of an active opposite side 
order and originating from the same group type'' to quotations that are 
``part of the same AIQ group'' and replace ``AGID modifiers'' with 
``AIQ functionality'' in the last sentence.
    Replace the text in Rule 11.220(7) (``Priority of Orders--Anti-
Internalization'') that refers to orders ``entered under the same AGID 
modifier'' with ``that are part of the same AIQ group''. In addition, 
IEX proposes to add language referencing IEX Rule 11.190(e) to specify 
that orders subject to anti-internalization that are part of the same 
AIQ group will not execute against each other as set forth in IEX Rule 
11.190(e).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\20\ in general, and furthers the 
objectives of Section 6(b)(5),\21\ in particular, in that it is 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, and 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. Specifically, the Exchange 
believes that the proposed rule change is consistent with the 
protection of investors and the public interest because the addition of 
four new AIQ modifiers will provide Exchange Users with additional 
flexibility with respect to how they implement self-trade protections 
provided by IEX. Users that prefer the

[[Page 71056]]

current anti-internalization functionality offered by the Exchange can 
continue to use it without any modification (i.e., if the User does not 
specify the AIQ modifier for two orders subject to anti-
internalization, the Exchange will cancel the older of the two orders, 
as is currently done for orders using the AGID modifier). And Users 
that prefer to implement anti-internalization in a different manner 
would be provided with the proposed new functionality that may better 
support their trading strategies.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
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    As noted in the Purpose section, IEX believes that providing Users 
with more flexibility and control over the interactions of their orders 
will better prevent undesirable executions or the potential for ``wash 
sales'' that may occur as a result of the speed of trading in today's 
marketplace. And the additional AIQ functionality may better assist 
Users in complying with certain ERISA rules and regulations that 
preclude and/or limit managing broker-dealers of such accounts from 
trading as principal with orders generated for those accounts.
    Further, the Exchange believes that providing enhanced AIQ 
functionality may streamline certain regulatory functions by reducing 
false positive results that may occur on wash trading surveillance 
reports when two orders in the same AIQ group are executed, 
notwithstanding that the transaction may not constitute a wash 
trade.\22\
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    \22\ For example, the Exchange believes that transactions that 
originate from unrelated algorithms or from separate and distinct 
trading strategies within the same firm would generally be 
considered bona fide self-trades.
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    The Exchange also believes that it is consistent with the Act to 
provide that the Cancel Oldest AIQ modifier is the default modifier if 
a User does not include an AIQ modifier on an order subject to anti-
internalization because such functionality is less complex than the 
other AIQ modifiers since it simply cancels the older order. The Cancel 
Oldest AIQ modifier is also identical to the current functionality, and 
therefore the Exchange believes that a User that fails to include a 
specific modifier would most likely expect the cancel oldest 
functionality to apply.
    Additionally, the Exchange believes that it is consistent with the 
Act for the AIQ modifier on the newer order to control the interaction 
between two orders subject to anti-internalization that would otherwise 
execute, since the newer order would likely represent the User's more 
current trading objective.
    Further, the Exchange believes that the proposed conforming and 
clarifying rule changes, as discussed in the Purpose section, are 
consistent with the protection of investors and the public interest 
because they will simply conform terminology and provide clarity and 
consistency on how the Exchange's anti-internalization functionality 
works.
    Finally, the Exchange notes that the proposed additional anti-
internalization functionality is substantially similar to the anti-
internalization interactions offered by other national securities 
exchanges.\23\ Consequently, the Exchange does not believe that the 
proposed rule change raises any new or novel issues not already 
considered by the Commission.
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    \23\ See, e.g., Cboe BZX Exchange, Inc. (``Cboe BZX'') Equities 
Rule 11.9(f); Cboe BYX Exchange, Inc. (``Cboe BYX'') Equities Rule 
11.9(f); CBOE EDGA, Inc. (``EDGA'') Rule 11.10(d); CBOE EDGX, Inc. 
(``EDGX'') Rule 21.1(g).
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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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. To the contrary, IEX 
believes that offering additional anti-internalization functionality 
may enhance its ability to compete with other exchanges that offer such 
additional functionality. Further, the proposed rule change is designed 
to enhance the anti-internalization functionality offered to Users by 
providing additional flexibility over the manner in which their orders 
subject to anti-internalization controls interact, while assisting 
Users with compliance with the securities laws that prohibit wash 
trading as well as ERISA requirements. The Exchange also notes that the 
proposed new functionality, like the current anti-internalization 
functionality, is completely optional and Users can determine on an 
order-by-order, MPID, or User basis whether to apply anti-
internalization protections to orders submitted to the Exchange.
    The Exchange does not believe that 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 described 
above, competing exchanges have similar anti-internalization 
functionality. Moreover, there is no barrier to other national 
securities exchanges adopting similar anti-internalization protections.
    The Exchange also does not believe that 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. All Users 
will continue to be eligible to use the Exchange's anti-internalization 
functionality. While not every User engages in a business that might 
involve risks of self-matching against its own orders, for the Users 
that do face that risk, the proposed additional anti-internalization 
functionality will help the User with its own compliance with the 
securities laws and ERISA. Further, implementation of anti-
internalization functionality impacts only a User's orders, and not the 
orders of other Members.
    Finally, the proposed conforming and clarifying rule changes, as 
discussed in the Purpose section, are not designed to address any 
competitive issue, but rather to conform terminology and provide 
clarity and consistency on the operation of the Exchange's anti-
internalization functionality.

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

    An IEX employee exchanged informal email messages responding to a 
Member that had inquired as to whether IEX would be expanding the types 
of AIQ functionality available. The email messages discussed the 
additional AIQ functionality that is the subject of this proposed rule 
change. The Member provided feedback that was supportive of the 
proposed rule change.

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

    The Exchange has designated this rule filing as non-controversial 
under Section 19(b)(3)(A) \24\ of the Act and Rule 19b-4(f)(6) \25\ 
thereunder. 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 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 and Rule 19b-
4(f)(6) thereunder.
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    \24\ 15 U.S.C. 78s(b)(3)(A).
    \25\ 17 CFR 240.19b-4(f)(6).
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    The Exchange believes that the proposed rule change meets the 
criteria of subparagraph (f)(6) of Rule 19b-4 \26\ because, as 
discussed above, the additional functionality is based on similar rules 
of other exchange.\27\ Thus, IEX does not believe that the proposed 
changes raise any new or novel material

[[Page 71057]]

issues that have not already been considered by the Commission in 
connection with existing anti-internalization functionality offered by 
IEX and other national securities exchanges. Accordingly, the Exchange 
has designated this rule filing as non-controversial under Section 
19(b)(3)(A) of the Act \28\ and paragraph (f)(6) of Rule 19b-4 
thereunder.\29\
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    \26\ 17 CFR 240.19b-4(f)(6).
    \27\ See supra note 23.
    \28\ 15 U.S.C. 78s(b)(3)(A).
    \29\ 17 CFR 240.19b-4.
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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 under 
Section 19(b)(2)(B) \30\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \30\ 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-IEX-2019-14 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-IEX-2019-14. 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-IEX-2019-14 and should be submitted on 
or before January 16, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-27731 Filed 12-23-19; 8:45 am]
 BILLING CODE 8011-01-P