80 FR 79124 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add to the Rules of the Exchange the Ninth Amended and Restated Operating Agreement of New York Stock Exchange LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 243 (December 18, 2015)

[Federal Register Volume 80, Number 243 (Friday, December 18, 2015)]
[Notices]
[Pages 79124-79125]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-31787]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76637: File No. SR-NYSEMKT-2015-102]


Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and 
Immediate Effectiveness of Proposed Rule Change To Add to the Rules of 
the Exchange the Ninth Amended and Restated Operating Agreement of New 
York Stock Exchange LLC

December 14, 2015.
    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 4, 2015, NYSE MKT LLC (the ``Exchange'' or 
``NYSE MKT'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Exchange has designated this proposal as a ``non-
controversial'' proposed rule change pursuant to Section 19(b)(3)(A) of 
the Act \4\ and Rule 19b-4(f)(6)(iii) thereunder,\5\ which renders it 
effective upon filing with the Commission. 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.
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to add to the rules of the Exchange the Ninth 
Amended and Restated Operating Agreement of New York Stock Exchange LLC 
(``NYSE LLC''). The text of the proposed rule change is available on 
the Exchange's Web site 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 add to the rules of the Exchange the Ninth 
Amended and Restated Operating Agreement of NYSE LLC (the ``Ninth NYSE 
Operating Agreement'').
    In September 2015, the Exchange filed the Eighth Amended and 
Restated Operating Agreement of NYSE LLC (the ``Eighth NYSE Operating 
Agreement'') as a ``rule of the exchange'' under Section 3(a)(27) of 
the Act because NYSE LLC has a wholly-owned subsidiary, NYSE Market 
(DE), Inc., which owns a majority interest in NYSE Amex Options LLC 
(``NYSE Amex Options''), a facility of the Exchange.\6\
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    \6\ See 15 U.S.C. 78c(a)(27); Securities Exchange Act Release 
Nos. 75984 (September 25, 2015), 80 FR 59213, 59214 (October 1, 
2015) (SR-NYSEMKT-2015-71).
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    On June 12, 2015, NYSE LLC filed to, among other things, amend the 
Eighth NYSE Operating Agreement to establish a Regulatory Oversight 
Committee as a committee of its board of directors and to terminate a 
delegation agreement between NYSE LLC, NYSE Market (DE), Inc., and NYSE 
Regulation, Inc. (the ``Delegation Agreement'').\7\ In its filing, NYSE 
LLC represented that the proposed rule changes would be operative 
simultaneously with the termination of the Delegation Agreement, no 
later than June 30, 2016, on a date determined by the board of 
directors of NYSE LLC.\8\ On September 28, 2015, NYSE LLC's rule filing 
amending the Eighth NYSE Operating Agreement to effectuate certain 
changes was approved.\9\
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    \7\ See Securities Exchange Act Release No. 75288 (June 24, 
2015), 80 FR 37316 (June 30, 2015) (SR-NYSE-2015-27) (``Notice'').
    \8\ Id.
    \9\ See Securities Exchange Act Release No. 75991 (September 28, 
2015), 80 FR 59837 (October 2, 2015) (SR-NYSE-2015-27) (``NYSE 
Approval Order'').
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    The Exchange is accordingly filing to remove the obsolete Eighth 
NYSE Operating Agreement as a ``rule of the exchange'' under Section 
3(a)(27) of the Act, and replace it with the Ninth NYSE Operating 
Agreement as a ``rule of the exchange'' under Section 3(a)(27) of the 
Act, once the Ninth NYSE Operating Agreement is operative.\10\ Under 
the NYSE Approval Order, the Ninth NYSE Operating Agreement will be 
operative simultaneously with the termination of the Delegation 
Agreement, no later than June 30, 2016, on a date determined by the 
board of directors of NYSE LLC. The Exchange proposes that the rule 
change be operative on that same date. The Eighth NYSE Operating 
Agreement would remain the operative document until that time.
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    \10\ 15 U.S.C. 78c(a)(27).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \11\ in general, and with Section 6(b)(1) 
\12\ in particular, in that it 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 exchange members and 
persons associated with its exchange members, with the provisions of 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(1).
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    The Exchange believes that the proposed rule change would 
contribute to the orderly operation of the Exchange and would enable 
the Exchange to be so organized as to have the capacity to carry out 
the purposes of the Act and comply and enforce compliance by its 
members and persons associated with its members, with the provisions of 
the Act because, by removing the obsolete Eighth NYSE LLC Operating 
Agreement and making the Ninth NYSE LLC Operating Agreement a rule of 
the Exchange when it becomes operative for NYSE LLC, the Exchange would 
be ensuring that its rules remain consistent with the NYSE LLC 
operating agreement in effect.
    The Exchange notes that, as with the Eighth NYSE LLC Operating 
Agreement, it would be required to file as a proposed rule change any 
changes to the Ninth NYSE LLC Operating Agreement with the 
Commission.\13\ In addition, the

[[Page 79125]]

Exchange believes that the proposed changes are consistent with and 
will facilitate an ownership structure of the Exchange's facility NYSE 
Amex Options LLC that will provide the Commission with appropriate 
oversight tools to ensure that the Commission will have the ability to 
enforce the Act with respect to NYSE Amex Options and its direct and 
indirect parent entities.
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    \13\ The Exchange notes that any amendment to the NYSE LLC 
Operating Agreement would also require that NYSE LLC file a proposed 
rule change with the Commission.
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    The Exchange also believes that this filing furthers the objectives 
of Section 6(b)(5) of the Act \14\ because the proposed rule change 
would be consistent with and facilitate a governance and regulatory 
structure that 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 regulating, 
clearing, settling, processing information with respect to, and 
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. 
The Exchange believes that removing the obsolete Eighth NYSE LLC 
Operating Agreement and making the Ninth NYSE LLC Operating Agreement a 
rule of the Exchange when it becomes operative for NYSE LLC will remove 
impediments to the operation of the Exchange by ensuring that its rules 
remain consistent with the NYSE LLC operating agreement in effect. The 
Exchange notes that, as with the Eighth NYSE LLC Operating Agreement, 
no amendment to the Ninth NYSE LLC Operating Agreement could be made 
without the Exchange filing a proposed rule change with the Commission. 
For the same reasons, the proposed rule change is also designed to 
protect investors as well as the public interest.
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    \14\ 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 would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change is 
not intended to address competitive issues but rather is concerned 
solely with ensuring that the Commission will have the ability to 
enforce the Act with respect to the NYSE Amex Options and its direct 
and indirect parent entities.

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 \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
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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    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6).
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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) \17\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \17\ 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-NYSEMKT-2015-102 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEMKT-2015-102. 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 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549-1090, on official business days between the hours 
of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available 
for inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. 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 Number SR-NYSEMKT-2015-102 and should be submitted on or before 
January 8, 2016.
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    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-31787 Filed 12-17-15; 8:45 am]
BILLING CODE 8011-01-P