[Federal Register Volume 83, Number 247 (Thursday, December 27, 2018)]
[Notices]
[Pages 66808-66811]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-27986]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84852; File No. SR-CHX-2018-09]


Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Decommission the Exchange's Outbound Routing Service and the Sub-Second 
Non-Displayed Auction Process

December 19, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on December 12, 2018, the Chicago Stock Exchange, Inc. (``CHX'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``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 the rules of the Exchange 
(``Rules'') to decommission the Exchange's outbound routing service and 
the Sub-second Non-displayed Auction Process (``SNAP''). 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
2. Background
    The Exchange proposes to amend the Rules to decommission the 
Exchange's outbound routing service \4\ and SNAP.\5\ Since initial 
launch of the outbound routing service in May 2015 and SNAP in June 
2016, neither product has been frequently or actively utilized by 
Participants.\6\ Accordingly, to streamline the Exchange's product 
offerings and to reallocate Exchange resources to other initiatives and 
obligations, the Exchange proposes to decommission the outbound routing 
service and SNAP as of December 31, 2018 (``Operative Date'').
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    \4\ See generally CHX Article 19.
    \5\ See CHX Article 18, Rules 1 and 1A. The Exchange will submit 
a separate Rule 19b-4 filing to eliminate fees and credits 
associated with the outbound routing service and SNAP.
    \6\ See CHX Article 1, Rule 1(s). From January 1, 2018 through 
November 30, 2018, the Exchange routed away a total of 634 orders 
and executed 178,682 away shares pursuant to the outbound routing 
service. Moreover, a total of 60 SNAP auctions that resulted in 
order executions were initiated since June 2016, 16 of which 
occurred in 2018.
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    On the Operative Date, the Exchange's outbound routing broker-
dealer, CHXBD, LLC (``CHXBD''), will cease business operations and all 
inbound orders received by the Exchange will be handled Do Not 
Route.\7\ Specifically, to the extent an inbound order would trade-
through a protected quotation of an away market in violation of Rule 
611 of Regulation NMS \8\ or impermissibly lock or cross a protected 
quotation of an away market in violation of Rule 610(d) of Regulation 
NMS,\9\ the order will either be cancelled back to the order sender or 
price slid to a permissible price if it is marked CHX Only.\10\
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    \7\ See CHX Article 1, Rule 2(b)(3)(A).
    \8\ 17 CFR 242.611.
    \9\ 17 CFR 242.610(d).
    \10\ See CHX Article 1, Rule 2(b)(1)(C); see also amended CHX 
Article 20, Rules 5 and 6.
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    With respect to SNAP, pursuant to Article 20, Rule 4(b), the 
Exchange deactivated the Start SNAP,\11\ Cancel On SNAP,\12\ and SNAP 
Auction Only Order (``SNAP AOO'') \13\ order modifiers as of August 16, 
2018. As SNAP Cycles \14\ can only be initiated upon receipt of a valid 
Start SNAP order or pursuant to the Exchange's pro forma review of the 
SNAP AOO queue,\15\ the Exchange does not currently conduct any SNAP 
auctions. Therefore, elimination of the SNAP-related Rules will have no 
impact on the current operation of the Matching System.\16\
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    \11\ See CHX Article 1, Rule 2(h)(1).
    \12\ See CHX Article 1, Rule 2(h)(2).
    \13\ See CHX Article 1, Rule 2(h)(3).
    \14\ See CHX Article 1, Rule 1(b).
    \15\ See CHX Article 18, Rules 1A(a) and (b).
    \16\ The Matching System is a ``Trading Facility'' of the 
Exchange as defined under CHX Article 1, Rule 1(z).
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3. Proposed Rule Change
    To effect the decommissioning of the outbound routing service and 
SNAP, the Exchange proposes to amend the Rules as follows:
a. Amendments to Article 1
    Current Article 1, Rule 1(oo) defines the term ``Routable Order,'' 
which are the only orders that may be routed away pursuant to the 
outbound routing service. The Exchange proposes to amend Article 1, 
Rule 1(oo) to eliminate ``Routable Order'' as a defined term and to 
insert the term ``Reserved'' in its place.
    Current Article 1, Rule 1(rr) defines the term ``SNAP Price,'' 
which is the single price at which an order will be executed during a 
SNAP Cycle, and current Article 1, Rule 1(ss) defines ``SNAP Eligible 
Orders,'' which are specific orders that are eligible for participation 
in a SNAP Cycle. The Exchange proposes to amend these Rules to 
eliminate SNAP Price and SNAP Eligible Orders as defined terms and to 
insert the term ``Reserved'' in their place.
    Current Article 1, Rule 2(a) provides that the general order types 
described thereunder shall be accepted by the Matching System, subject 
to the requirements of Article 20, Rule 4. Because the decommissioning 
of the outbound routing service would result in all orders being non-
routable, the

[[Page 66809]]

Exchange proposes to amend Rule 2(a) to provide that all orders 
received by the Matching System would be deemed to have been received 
``Do Not Route,'' as defined under Article 1, Rule 2(b)(3)(A), which 
cannot be overridden by the order sender. Because all orders received 
by the Exchange would be handled ``Do Not Route,'' the Exchange 
proposes to delete repetitive text under Article 1, Rules 2(b)(1)(C), 
2(b)(1)(D), 2(b)(3)(B), 2(d)(2), and 2(d)(4).
    Current Article 1, Rule 2(h) defines the three order modifiers 
specific to SNAP: Start SNAP, under paragraph (h)(1); Cancel On SNAP, 
under paragraph (h)(2); and SNAP AOO, under paragraph (h)(3). The 
Exchange proposes to eliminate Start SNAP, Cancel On SNAP, and SNAP AOO 
as defined terms and delete Rule 2(h) in its entirety. Elimination of 
these order modifiers would have no impact on trading during the Open 
Trading State,\17\ as they are only valid in the context of SNAP 
Cycles.
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    \17\ See CHX Article 1, Rule 1(qq) defining ``Open Trading 
State.''
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b. Amendments to Article 18
    Current Article 18 (Auctions) includes Rule 1, which describes the 
SNAP Cycle, and Rule 1A, which describes how a SNAP Cycle is initiated 
and the process by which a SNAP Cycle is initiated by the Exchange. In 
light of the proposed decommissioning of SNAP, the Exchange proposes to 
delete Rules 1 and 1A in their entirety. Because the Exchange does not 
currently offer any other auction products, the Exchange proposes to 
replace the term ``Auctions'' in the heading to Article 18 with the 
term ``Reserved.''
c. Amendments to Article 19
    Current Article 19 (Operation of the CHX Routing Services) 
describes the CHX Routing Services, which includes both outbound and 
inbound order routing. Specifically, Rule 1 (CHX Routing Services) 
provides a summary of the outbound routing function, as well as 
limitation of liability and firm order provisions. Rule 2 (Routing 
Broker) describes the functions and obligations of CHXBD as outbound 
router under paragraph (a) and Archipelago Securities LLC (``Arca 
Securities'') as inbound router to the Exchange from NYSE Arca, Inc. 
(``NYSE Arca''), NYSE American, LLC (``NYSE American''), New York Stock 
Exchange, LLC (``NYSE''), and NYSE National, Inc. (``NYSE National,'' 
and with the Exchange, NYSE Arca, NYSE American, NYSE, and NYSE 
National, the ``NYSE Group Exchanges'') under paragraph (b). Rule 3 
(Routing Events) describes the circumstances under which Routable 
Orders are routed away from the Exchange.
    Given that the Exchange is proposing to decommission outbound 
routing only and thereby maintain the inbound routing function, the 
Exchange proposes to delete Rules 1(a), 1(c), and 3, and all language 
under Rule 2(a) (replacing the deleted text with the term 
``Reserved''), but to maintain Rules 1(b) (as amended Rule 1) and 2(b). 
Specifically, current Rule 2(b) describes the inbound routing function 
and current Rule 1(b) (amended Rule 1) provides that use of the CHX 
Routing Services (i.e., the inbound routing function) is optional and 
subject to the Exchange's limitation of liability under Article 3, Rule 
19.
    With respect to the proposed deletion of current Article 19, Rule 
2(a)(7) related to the CHXBD Error Account, the Exchange notes that 
since the outbound routing service will be decommissioned, the Exchange 
will not be at risk of having to liquidate unpaired trade positions, as 
such positions would only result from issues related to routed orders. 
However, even if unpaired trade positions were to result from 
executions within the Matching System, the Exchange would be permitted 
to nullify such transactions pursuant to Article 20, Rules 10(f) and 
(g), and would rely on the limitation on liability provisions under 
Article 3, Rule 19. Therefore, the CHXBD Error Account will not be 
required to address unpaired trade positions.
    The Exchange notes that current Rules 3(c) and 3(d) refer to 
Article 20, Rules 8(b)(7), 8(f), and 12(b), all of which the Exchange 
proposes to delete, as described below.
d. Amendments to Article 20
    Current Article 20, Rule 5 (Prevention of Trade-Throughs) describes 
the handling of inbound orders whose immediate execution would be 
improper under Rule 611 of Regulation NMS \18\ for Routable Orders 
under Rule 5(a)(1) and non-Routable Orders under Rule 5(a)(2). The 
Exchange proposes to delete language under current Rule 5(a)(1) and 
insert the term ``Reserved.'' Also, since all inbound orders received 
by the Matching System would be deemed received as Do Not Route, 
pursuant to amended Article 1, Rule 2(a), the Exchange proposes to 
amend current Rule 5(a)(2) to delete as repetitive the phrase ``and the 
order cannot be routed away.'' Therefore, amended Rule 5(a)(2) would 
provide that if execution of all or part of an inbound order would 
cause an improper trade-through, the order shall be automatically 
cancelled; provided, however, that such an order marked CHX Only may be 
subject to the CHX Only Price Sliding Processes, detailed under Article 
1, Rule 2(b)(1)(C) and not automatically cancelled.
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    \18\ 17 CFR 242.611.
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    Current Article 20, Rule 6 (Locked and Crossed Markets) describes 
the handling of inbound orders whose immediate display would be 
improper under Rule 610(d) of Regulation NMS \19\ for Routable Orders 
under Rule 6(d)(1) and non-Routable Orders under Rule 6(d)(2). The 
Exchange proposes to delete language under current Rule 6(d)(1) and 
insert the term ``Reserved.'' Also, since all inbound orders received 
by the Matching System will be deemed received as Do Not Route, 
pursuant to amended Article 1, Rule 2(a), the Exchange proposes to 
amend current Rule 6(d)(2) to delete as repetitive the phrase ``and the 
order cannot be routed away.'' Therefore, amended Rule 6(d)(2) provides 
that if the display of an order would impermissibly lock or cross a 
protected quotation of an external market, that order shall be 
automatically cancelled; provided, however, that such an order marked 
CHX Only may be subject to the CHX Only Price Sliding Processes, 
detailed under Article 1, Rule 2(b)(1)(C) and not automatically 
cancelled.
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    \19\ 17 CFR 242.610(d).
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    Current Article 20, Rule 8(a) generally provides that Participants 
may route orders to the Matching System through any communications line 
approved by the Exchange but may only route orders away from the 
Matching System by utilizing the CHX Routing Services, pursuant to 
Article 19. The Exchange proposes to amend Rule 8(a) to delete language 
related to routing orders away from the Matching System.
    Current Article 20, Rule 8(b)(7) describes how the unexecuted 
remainder of routed orders returned to the Matching System are ranked 
on the CHX book. In light of the proposed decommissioning of the 
outbound routing service, the Matching System will not receive any 
unexecuted remainders of orders routed away from the Matching System, 
and therefore, the Exchange proposes to delete Rule 8(b)(7) in its 
entirety.
    Current Article 20, Rule 8(d)(3) describes how Odd Lot \20\ orders 
and unexecuted Odd Lot remainders of routed orders are handled by the 
Matching System. The Exchange proposes to amend Rule 8(d)(3) to 
eliminate language relating to routing

[[Page 66810]]

away orders. Accordingly, amended Rule 8(d)(3) provides that an Odd Lot 
order or unexecuted Odd Lot remainders shall be posted to, remain in, 
or be cancelled from the Matching System according to the attached 
order modifiers.
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    \20\ See CHX Article 1, Rule 2(f)(2).
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    Current Article 20, Rule 8(d)(4) (Rule 201 of Regulation SHO \21\) 
describes how orders subject to the short sale price test restriction 
will be handled during the Open Trading State and transition to the 
Open Trading State from a SNAP Cycle, under subparagraph (A), and 
during a SNAP Cycle, under subparagraph (B). The Exchange proposes to 
delete reference to the stage five Transition to the Open Trading State 
under subparagraph (A) and to delete subparagraph (B) in its entirety 
as it describes the handling of orders subject to the short sale price 
test restriction during a SNAP Cycle. Moreover, the Exchange proposes 
to amend subparagraph (A)(iv) to omit reference to the routing away of 
Sell Short orders. Accordingly, amended subparagraph (A)(iv) will 
provide that a Sell Short order, other than a CHX Only order, will be 
cancelled back to the order sender if, based on Rule 201 of Regulation 
SHO,\22\ such order is not executable or cannot be posted to the 
Matching System.
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    \21\ 17 CFR 242.201.
    \22\ 17 CFR 242.201.
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    Current Article 20, Rule 8(e) describes the execution of certain 
orders, order types, and auctions. The Exchange proposes to amend Rule 
8(e) to delete reference to ``auctions'' in the header and to delete 
the language under current Rule 8(e)(2) related to the execution of 
orders during a SNAP Cycle, inserting the term ``Reserved'' in its 
place.
    Current Article 20, Rule 8(f) describes how orders cancellation 
messages submitted by Participants are handled and Rule 8(f)(2), in 
particular, describes how cancel messages received by the Exchange for 
routed orders are handled. The Exchange proposes to delete Rule 8(f)(2) 
in its entirety.
    Current Article 20, Rule 12 (Order Cancellation/Release by the 
Exchange) describes the circumstances under which the Exchange may 
cancel or release orders. Specifically, Rule 12(a) permits the Exchange 
or CHXBD to cancel orders it deems necessary to maintain fair and 
orderly markets if a technical or systems issue occurs at the Exchange, 
CHXBD, a non-affiliated third-party broker, or another trading center 
to which an order was routed. Rule 12(a) also requires the Exchange or 
CHXBD to provide notice of the cancellation to affected Participants as 
soon as practicable. In addition, Rule 12(b) permits the Exchange to 
release orders being held on the Exchange awaiting another trading 
center execution as it deems necessary to maintain fair and orderly 
markets if a technical or systems issue occurs at the Exchange, CHXBD, 
a non-affiliated third-party broker, or another Trading Center to which 
an order has been routed. Given that the proposed decommissioning of 
the outbound routing service will not require the Exchange to cancel or 
release orders that have been routed away from the Exchange, the 
Exchange proposes to amend the header to Rule 12 to read ``Order 
Cancellation by the Exchange,'' amend Rule 12(a) to limit its scope to 
technical or systems issues that occur at the Exchange only, and to 
delete Rule 12(b) in its entirety.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b)(5) of the Exchange Act,\23\ 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, 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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    \23\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes that the proposal to amend the 
Rules to decommission the Exchange's outbound routing service and SNAP 
will permit the Exchange to reallocate resources currently used to 
maintain the infrequently utilized \24\ outbound routing service and 
SNAP to the development of other business initiatives and to further 
support the Exchange's regulatory obligations. In addition, the 
Exchange notes that the decommissioning of the outbound routing service 
will result in all inbound orders received by the Exchange being 
handled Do Not Route and therefore subject to the Exchange's current 
order processing procedures and rules for non-routable orders, which 
will ensure that the Matching System continues to be reasonably 
designed to comply with the requirements of Rule 201 of Regulation SHO 
\25\ and Rules 610(d) \26\ and 611 \27\ of Regulation NMS. Also, the 
Exchange is not required by rule or regulation to provide outbound 
routing services and Participants will continue to be able to route 
orders to away markets either directly or through another routing 
service. Therefore, the Exchange believes that the proposed rule change 
will remove impediments to and perfect the mechanism of a free and open 
market and a national market system in furtherance of Section 6(b)(5) 
of the Exchange Act.\28\
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    \24\ See supra note 6.
    \25\ 17 CFR 242.201.
    \26\ 17 CFR 242.610(d).
    \27\ 17 CFR 242.611.
    \28\ 15 U.S.C. 78f(b)(5).
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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 Exchange Act. Specifically, the 
proposed rule change will result in the decommissioning of certain 
Exchange products that have not been frequently or actively utilized by 
Participants. Therefore, the Exchange submits that the proposal does 
not raise any competitive issues.

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 \29\ and Rule 19b-4(f)(6) thereunder.\30\ 
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.
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    \29\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \30\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) \31\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\32\ the Commission 
may designate a shorter time if such action is consistent with the 
protection

[[Page 66811]]

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 on December 31, 2018 to coincide with the termination 
of its clearing agreement with a third-party routing broker-dealer at 
the completion of calendar year 2018. According to CHX, waiver of the 
operative delay would provide cost savings that would permit the 
Exchange to allocate those resources to developing new business 
initiatives or further supporting its regulatory obligations. The 
Exchange also notes that the neither outbound router nor SNAP are 
utilized frequently.\33\ The Commission believes that a partial waiver 
of the 30-day operative delay is consistent with the protection of 
investors and the public interest and hereby designates the proposal 
operative on December 31, 2018.\34\
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    \31\ 17 CFR 240.19b-4(f)(6).
    \32\ 17 CFR 240.19b-4(f)(6)(iii).
    \33\ See supra note 6.
    \34\ For purposes only of waiving the 30-day operative delay, 
the Commission has also 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) \35\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \35\ 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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#c1b3b4ada4eca2aeacaca4afb5b281b2a4a2efa6aeb7"><span class="__cf_email__" data-cfemail="b6c4c3dad39bd5d9dbdbd3d8c2c5f6c5d3d598d1d9c0">[email protected]</span></a>. Please include 
File Number SR-CHX-2018-09 on the subject line.

Paper Comments

    <bullet> 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-CHX-2018-09. 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-CHX-2018-09 and should be submitted on 
or before January 17, 2019.\36\

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.
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    \36\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2018-27986 Filed 12-26-18; 8:45 am]
 BILLING CODE 8011-01-P


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