[Federal Register Volume 81, Number 169 (Wednesday, August 31, 2016)]
[Notices]
[Pages 60034-60037]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-20885]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-78684; File No. SR-CHX-2016-15]
Self-Regulatory Organizations; Chicago Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Modify the Handling of Intermarket Sweep Orders
August 25, 2016.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(''Act''),\1\ and Rule 19b-4 \2\ thereunder, notice is hereby given
that on August 17, 2016, the Chicago Stock Exchange, Inc. (''CHX'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(''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
CHX proposes to amend the Rules of the Exchange (''CHX Rules'') to
modify the handling of Intermarket Sweep Orders (''ISOs'').
CHX has designated this proposed rule change as non-controversial
pursuant to Section 19(b)(3)(A) \3\ of the Act and Rule 19b-4(f)(6) \4\
thereunder and has provided the Commission with the notice required by
Rule 19b-4(f)(6)(iii).\5\
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\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6).
\5\ 17 CFR 240.19b-4(f)(6)(iii).
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The text of this proposed rule change is available on the
Exchange's Web site at (www.chx.com) and in 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 CHX included statements
concerning the purpose of and basis for the proposed rule changes and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The CHX 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 Changes
1. Purpose
The Exchange proposes various amendments to the CHX Rules to amend
the operation of the Exchange's ISO modifiers as follows:
Amend the operation of the ISO modifier to be similar
to the ISO modifiers offered by other national securities
exchanges.\6\ As amended, a limit order marked ISO (''ISO limit'')
would behave like a simple limit order \7\ (i.e., executable through
multiple price points not beyond its limit price with the unexecuted
balance to be immediately cancelled or ranked on the CHX book
depending on the attached Time-In-Force \8\ and display modifier
\9\), but without regard to the Protected Quotations \10\ of away
markets when it is being processed as a new incoming order.
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\6\ See e.g., NYSE ARCA Equities Rule 7.31(e)(2); see also e.g.,
Bats BYX Rule 11.9(d).
\7\ See CHX Article 1, Rule 2(a)(1).
\8\ See CHX Article 1, Rule 2(d).
\9\ See CHX Article 1, Rule 2(e).
\10\ See 17 CFR 242.600(b)(58).
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Require a limit order marked by any one of the
Exchange's three ISO modifiers (i.e., BBO ISO,\11\ Price-Penetrating
ISO,\12\ and ISO \13\) to be handled as if it were marked ISO, as
amended.\14\
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\11\ See CHX Article 1, Rule 2(b)(1)(A).
\12\ See CHX Article 1, Rule 2(b)(1)(E).
\13\ See CHX Article 1, Rule 2(b)(3)(B).
\14\ In order to facilitate the transition to the amended ISO,
the Exchange does not propose to eliminate the BBO ISO and Price-
Penetrating ISO modifiers at this time.
The Exchange also proposes to clarify the current handling of cross
orders \15\ marked ISO (``ISO cross'') and Participants' \16\
obligations with respect to ISOs.
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\15\ See CHX Article 1, Rule 2(a)(2).
\16\ A ``Participant'' is a ``member'' of the Exchange for
purposes of the Act. See CHX Article 1, Rule 1(s).
The Exchange believes that the proposed rule change will harmonize
the operation of the Exchange's ISO modifier with ISO modifiers offered
by other national securities exchanges, as well as clarify and simplify
the order types and modifiers offered by the Exchange, all of which
further the objectives of the Act, as described below.
Current CHX ISOs
The Exchange currently offers three different ISO modifiers: BBO
ISO, Price-Penetrating ISO, and ISO.\17\ While all three modifiers can
be used to mark an order as required by Rule 600(b)(30) of Regulation
NMS,\18\ each modifier is handled differently by the CHX Matching
System (''Matching System'').\19\
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\17\ BBO ISO and Price-Penetrating ISOs are limit order
modifiers, whereas ISO is a limit and cross order modifier. The
Exchange last modified the operation of BBO ISO and Price-
Penetrating ISO in 2014. See Securities Exchange Act Release No.
73572 (November 10, 2014), 79 FR 68736 (November 18, 2014) (SR-CHX-
2014-18).
\18\ See 17 CFR 242.600(b)(30).
\19\ The Matching System is an automated order execution system,
which is a part of the Exchange's ``Trading Facilities,'' as defined
under CHX Article 1, Rule 1(z).
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An incoming BBO ISO will execute against orders resting on the CHX
book at prices not to exceed the more restrictive of its limit price or
the contra-side displayed best bid or offer. Any unexecuted balance of
the BBO ISO will be immediately cancelled if -1- marked Immediate Or
Cancel (''IOC'') \20\ or -2- the incoming BBO ISO sell (buy) order
could execute against any resting order(s) priced below (above) the
displayed best bid (offer), regardless of the Time-In-Force. If the
unexecuted balance of the BBO ISO would not be cancelled as described
above, it will be ranked on the CHX Book and will be displayable at its
limit price. A limit order marked BBO ISO may not be marked Do Not
Display.\21\ The Matching System, in executing the ISO as soon as the
order is received by the Matching System, will not take any of the
actions described in Article 20, Rule 5 to prevent an improper trade-
through or any of the actions described in Article 20, Rule 6 to
prevent a locked or crossed market; provided, however, that in
executing any initially unexecuted balance of the ISO that is placed in
the Matching System, the requirements of Article 20, Rule 5 will be
followed. These orders shall be executed on the assumption that the
Participant routing the order to the Matching System has already
satisfied the quotations of other markets as required by Rule
600(b)(30) \22\ and shall be displayed
[[Page 60035]]
because the Participant routing the order to the Matching System has
already satisfied the quotations of other markets as required by
Article 20, Rule 6(c)(3). A limit order marked BBO ISO shall be deemed
to have been received Do Not Route,\23\ which cannot be overridden by
the order sender.
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\20\ See CHX Article 1, Rule 2(d)(4).
\21\ See CHX Article 1, Rule 2(c)(2).
\22\ 17 CFR 242.600(b)(30).
\23\ See CHX Article 1, Rule 2(b)(3)(A).
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A Price-Penetrating ISO will execute at or better than its limit
price as soon as the order is received by the Matching System, with any
unexecuted balance of the order to be immediately cancelled, as it is
always handled IOC. A Price-Penetrating ISO cannot be displayed or
otherwise post to the CHX book. Price-Penetrating ISOs will execute
against any eligible orders in the Matching System (including any
Reserve Size or undisplayed orders) through multiple price points. The
Matching System, in executing these orders, will not take any of the
actions described in Article 20, Rule 5 to prevent an improper trade-
through. A limit order marked Price-Penetrating ISO shall be deemed to
have been received IOC, which cannot be overridden by the order sender.
ISO is a limit and cross order modifier. A limit order marked ISO
that is not marked BBO ISO is deemed to have been received Price-
Penetrating ISO, which cannot be overridden by the order sender. Thus,
a limit order marked ISO will always be handled as a BBO ISO or Price-
Penetrating ISO. A cross order marked ISO is handled like a simple
cross order, except that the Exchange would not take any actions
described in Article 20, Rule 5 to prevent an improper trade-
through.\24\
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\24\ In eliminating the definition of ``ISO Cross'' in 2013, the
Exchange explained that ``ISO Cross is simply a cross order marked
ISO and not a distinct order modifier.'' See Exchange Act Release
No. 69538 (May 8, 2013), 78 FR 28671 (May 15, 2013) (SR-CHX-2013-
10).
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Amended CHX ISOs
The Exchange now proposes to amend the definition of ``ISO'' under
Article 1, Rule 2(b)(3)(B) so that the amended ISOs behave like ISOs
offered by other national securities exchanges.\25\ Specifically, the
Exchange proposes to amend the definition of ISO to -1- require an ISO
limit to behave like a simple limit order (i.e., executable through
multiple price points not beyond its limit price with the unexecuted
balance to be immediately cancelled or posted to the CHX book depending
on the attached Time-In-Force), but without regard to the Protected
Quotations of away markets when it is being processed as a new incoming
order; \26\ -2- provide that the default Time-In-Force for an ISO limit
is IOC, unless it is marked with another available Time-In-Force \27\
(i.e., Day \28\ or GTD); \29\ -3- clarify the current applicability of
the ISO modifier to cross orders; -4- clarify that it is the
Participant's responsibility in complying with the requirements of
Regulation NMS when submitting an ISO to the Exchange; and -5- delete
obviated language. The mechanical result of these proposed amendments
is that an amended ISO limit will behave like the current Price-
Penetrating ISO, except that the amended ISO limit may have a Time-In-
Force other than IOC, which would permit the unexecuted balance of the
amended ISO limit to be ranked on the CHX book and displayable at its
limit price. To this end, amended Article 1, Rule 2(b)(3)(B) provides
as follows:
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\25\ See supra note 6.
\26\ The Exchanges notes that the current BBO ISO may be ranked
on the CHX book if it is -1- not marked IOC and -2- does not execute
against any contra-side orders within the Matching System at prices
inferior to the then-current best displayed contra-side order on the
CHX book. See current CHX Article 1, Rule 2(b)(1)(A). As proposed,
an ISO will be permitted to be ranked on the CHX book even if a
portion of the ISO executes against contra-side orders within the
Matching System at prices inferior to the then-current best
displayed contra-side order on the CHX book.
\27\ The Exchange notes that the Fill Or Kill modifier, as
defined under CHX Article 1, Rule 2(d)(2), has been unavailable
since December 4, 2013. Any order marked FOK will be rejected upon
receipt. See CHX Market Regulation Department Information Memorandum
No. MR-13-12 (December 3, 2013).
\28\ See CHX Article 1, Rule 2(d)(1).
\29\ See CHX Article 1, Rule 2(d)(3).
''Intermarket Sweep'' or ``ISO'': a limit or cross order
modifier that marks an order as required by SEC Rule 600(b)(30).\30\
The Exchange relies on the marking of an order as an ISO when
handling such an order, and thus, it is the entering Participant's
responsibility, not the Exchange's responsibility, to comply with
the requirements of Regulation NMS and Article 20, Rule 6(c)(3) \31\
relating to ISOs. Any new incoming order marked ISO will not be
rejected or cancelled if it would lock, cross, or trade-through a
Protected Quotation of an away market. ISOs shall be deemed to have
been received ``Do Not Route,'' as defined under paragraph
(b)(3)(A), which cannot be overridden by the order sender.
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\30\ See 17 CFR 242.600(b)(30).
\31\ CHX Article 20, Rule 6(c)(3) excepts a Participants [sic]
from the locked and crossed markets prohibition described under CHX
Article 20, Rule 6(b) if ``The Exchange Participant displaying the
locking or crossing quotation simultaneously routed an intermarket
sweep order to execute against the full displayed size of any locked
or crossed protected quotation.''
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(i) ISO limit. A new incoming limit order marked ISO (''ISO
limit'') may be executed at one or multiple price levels in the
Matching System without regard to Protected Quotations at away
markets consistent with Regulation NMS. All ISO limits shall be
deemed to have been received IOC, unless an ISO limit is marked with
another Time-In-Force.
(ii) ISO cross. A cross order marked ISO (''ISO cross'') may
execute at its crossing price as soon as it is received by the
Matching System without regard to Protected Quotations at away
markets consistent with Regulation NMS. An ISO cross that could not
be immediately executed within the Matching System upon receipt
shall be immediately cancelled.\32\
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\32\ Cross orders are always handled IOC. See CHX Article 1,
Rule 2(a)(2).
The Exchange also proposes to amend Article 1, Rule 2(b)(1)(A) and
Article 1, Rule 2(b)(1)(E) to delete the current definition of BBO ISO
and Price-Penetrating ISO, respectively, and replace each definition
with language that provides that the modifier is a limit order modifier
that shall be handled as an ISO, as defined under amended paragraph
(b)(3)(B).\33\ Moreover, so as to contemplate the proposed default IOC
handling of ISO limits, the Exchange proposes to amend the definition
of ``Limit order'' under Article 1, Rule 2(a)(1) to provide that all
limit orders, except those marked Price-Penetrating ISO, BBO ISO, and
ISO, shall be deemed to have been received Day, if an order duration
modifier is not specified.
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\33\ See supra note 14.
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Interaction With Certain Order Modifiers
The Exchange notes that the amended ISO would be compatible with
all display modifiers (i.e., Always Quote,\34\ Do Not Display,\35\ and
Reserve Size \36\). A new incoming ISO limit marked Day and Do Not
Display would be permitted to trade-through and/or lock or cross
Protected Quotations of away markets and the unexecuted balance would
be ranked on the CHX book at its limit price. Similarly, a new incoming
ISO limit marked Day and Reserve Size would be permitted to trade-
through and/or lock or cross Protected Quotations of away markets and
the unexecuted balance would be ranked on the CHX book at its limit
price with the displayable portion displayed at its limit price. Also,
an ISO limit marked Day and Always Quote would be permitted to trade-
through and/or lock or cross Protected Quotations of away markets and
the unexecuted balance would be ranked on the CHX book if it could be
displayed at its limit price or cancelled if it could not be displayed
at its limit price.
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\34\ See CHX Article 1, Rule 2(c)(1).
\35\ See CHX Article 1, Rule 2(c)(2).
\36\ See CHX Article 1, Rule 2(c)(3).
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Moreover, if the Exchange were to receive an ISO limit marked CHX
[[Page 60036]]
Only,\37\ the Exchange will ignore the CHX Only modifier and handle the
ISO limit as if it were not marked CHX Only, which is consistent with
current practice.\38\ This is because the ISO and CHX Only modifiers
are incompatible in that ISO instructs the Exchange to ignore the
Protected Quotations of away markets when initially processing the
order, whereas CHX Only requires the Exchange to price slide the order
upon initial receipt to prevent locked and crossed markets.
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\37\ See CHX Article 1, Rule 2(b)(1)(C).
\38\ See Securities Exchange Act Release No. 69075 (March 8,
2013), 78 FR 16311 (March 14, 2013) (SR-CHX-2013-07).
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Examples
The following Examples are illustrative of the amended ISO
modifier, but do not exhaustively depict every possible scenario
regarding ISOs. Moreover, the Examples do not necessarily depict the
actual technical processes of prioritizing messages and executing
orders.
Example 1. Assume that proposed rule change is operative and the
following:
The NBBO for security XYZ is 10.00 x 10.01.
The displayed CHX BBO for XYZ is 9.99 x 10.01.
There is only one buy order for XYZ priced at 9.99
resting on the CHX book (''CHX Buy Order'') and there are no
undisplayed orders for XYZ resting on the CHX book.
There is only one away market with a Protected Bid for
XYZ at 10.00 (``Away Protected Bid'').
All Protected Quotations in XYZ are for 100 shares.
Assume then that the Exchange receives an ISO limit marked Day
to sell 200 shares of XYZ at 9.99 (''Incoming Sell ISO Limit'').
Under this Example 1, the Exchange would execute 100 shares of
Incoming Sell ISO Limit against the CHX Buy Order at 9.99, without
taking any actions to prevent a trade-through of Away Protected Bid.
The Exchange would then rank and display the unexecuted 100 shares
of Incoming Sell ISO Limit at 9.99, without taking any actions to
prevent a crossed market.
Example 2. Assume the same as Example 1, except that Incoming
Sell ISO Limit is not marked with a Time-In-Force. Under Example 2,
the unexecuted balance of Incoming Sell ISO Limit would be
cancelled, as the default handling for ISO limits is IOC.
Example 3. Assume the same as Example 1, except that Incoming
Sell ISO Limit is marked Price-Penetrating ISO or BBO ISO and is
also marked Day. Under Example 3, Incoming Sell ISO Limit would be
handled as if it were marked ISO and would behave identically as
described under Example 1.
Example 4. Assume the same as Example 1, except that Incoming
Sell ISO Limit is marked Price-Penetrating ISO or BBO ISO and is not
marked by a Time-In-Force. Under this Example 4, the Exchange would
cancel the unexecuted balance of Incoming Sell ISO Limit, as an ISO
that does not have a Time-In-Force identified would be handled IOC.
Operative Date
The proposed rule change shall be operative pursuant to notice to
Participants on a date after the expiration of the 30-day preoperative
waiting period.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act in general,\39\ and furthers the
objectives of Section 6(b)(5) in particular,\40\ in that it is designed
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, to remove impediments and perfect the
mechanisms of a free and open market, and, in general, to protect
investors and the public interest; and is not designed to permit unfair
discrimination between customers, issuers, brokers, or dealers.
Specifically, the Exchange submits that harmonizing the operation of
the ISO modifier with the ISO modifiers offered by other national
securities exchanges, such as NYSE Arca and Bats BYX, would provide
market participants with consistent and predictable handling of ISOs,
which would facilitate their compliance with Regulation NMS regarding
the use of ISOs, thereby removing impediments and perfecting the
mechanisms of a free and open market.
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\39\ 15 U.S.C. 78f(b).
\40\ 15 U.S.C. 78f(b)(5).
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Moreover, the Exchange believes that requiring the Exchange's
various ISO modifiers to operate in the same manner and clarifying the
handling of ISO crosses simplifies the CHX Rules, which furthers the
objectives of Section 6(b)(1) \41\ in that it further enables the
Exchange to be so organized as to have the capacity to be able to carry
out the purposes of the Act and to comply, and to enforce compliance by
its Participants and persons associated with its Participants, with the
provisions of the Act, the rules and regulations thereunder, and the
rules of the Exchange.
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\41\ 15 U.S.C. 78f(b)(1).
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B. Self-Regulatory Organization's Statement of 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, the
Exchange believes that the proposed rule change will reduce the
regulatory burden placed on market participants engaged in trading
activities across different markets by harmonizing the operation of the
Exchange's ISO modifier with those of other national securities
exchanges. The Exchange believes that such harmonization across the
various markets will reduce burdens on competition by removing
impediments to participation in the national market system.
C. Self-Regulatory Organization's Statement on Comments Regarding the
Proposed Rule Changes Received From Members, Participants or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Changes and Timing for
Commission Action
The Exchange believes that the proposal qualifies for immediate
effectiveness upon filing as non-controversial under Section
19(b)(3)(A) of the Act \42\ and paragraph (f)(6) of Rule 19b-4
thereunder.\43\
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\42\ 15 U.S.C. 78s(b)(3)(A).
\43\ 17 CFR 240.19b-4.
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The Exchange asserts that the proposed rule change: (1) Will not
significantly affect the protection of investors or the public
interest, (2) will not impose any significant burden on competition,
and (3) and will not become operative for 30 days from the date on
which it was filed, or such shorter time as the Commission may
designate. In addition, the Exchange provided the Commission with
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, or such shorter time as
designated by the Commission.\44\ The Exchange believes that the
proposed rule change raises no novel issues, as the amended ISO
modifier will operate similarly to the ISO modifiers of other national
securities exchanges, such as NYSE Arca and Bats BYX.\45\ As such, the
Exchange has designated this rule filing as non-controversial under
Section 19(b)(3)(A) of the Act \46\ and paragraph (f)(6) of Rule 19b-4
thereunder.\47\
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\44\ 17 CFR 240.19b-4(f)(6)(iii).
\45\ See supra note 6.
\46\ 15 U.S.C. 78s(b)(3)(A).
\47\ 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
[[Page 60037]]
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) of the Act \48\ to determine whether the proposed
rule should be approved or disapproved.
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\48\ 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 proposal 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-CHX-2016-15 on the subject line.
Paper Comments
Send paper comments in triplicate to Robert W. Errett,
Deputy Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File No. SR-CHX-2016-15. 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 Web site (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 changes 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 Web site 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 CHX. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly.
All submissions should refer to File No. SR-CHX-2016-15 and should
be submitted on or before September 21, 2016.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\49\
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\49\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-20885 Filed 8-30-16; 8:45 am]
BILLING CODE 8011-01-P