82 FR 45647 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending NYSE Arca Rule 14.2 To Make Technical and Conforming Updates in Connection With the Recent Merger of NYSE Arca Equities, Inc. With and Into the Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 188 (September 29, 2017)

Page Range		45647-45650
FR Document		2017-20888
Federal Register, Volume 82 Issue 188 (Friday, September 29, 2017)
[Federal Register Volume 82, Number 188 (Friday, September 29, 2017)]
[Notices]
[Pages 45647-45650]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-20888]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81713; File No. SR-NYSEArca-2017-109]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending NYSE Arca 
Rule 14.2 To Make Technical and Conforming Updates in Connection With 
the Recent Merger of NYSE Arca Equities, Inc. With and Into the 
Exchange

September 25, 2017.
    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 September 12, 2017, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to amend NYSE Arca Rule 14.2 (Liability of 
Exchange) to make technical and conforming updates in connection with 
the recent merger of NYSE Arca Equities, Inc. (``NYSE Arca Equities'') 
with and into the Exchange.
    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 amend NYSE Arca Rule 14.2 to make 
technical and conforming updates in connection with the recent merger 
of its wholly-owned subsidiary NYSE Arca Equities, Inc. (``NYSE Arca 
Equities'') with and into the Exchange (the ``Merger'').
    On June 2, 2017, the Exchange filed rule changes with the 
Securities and Exchange Commission (``Commission'') in connection with 
the proposed Merger (the ``Original Filing'').\4\ On August 15, 2017, 
the Exchange filed a partial amendment to the Original Filing (the 
``Amendment''), which, among other things, amended the Original Filing 
to reflect changes to the proposed rule text that resulted from changes 
to the NYSE Arca and NYSE Arca Equities rules that became operative 
after June 2, 2017.\5\ On

[[Page 45648]]

August 17, 2017, the Commission approved the proposed rule changes, as 
amended, and the Merger occurred on that same date.\6\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 80929 (June 14, 
2017), 82 FR 28157 (June 20, 2017) (SR-NYSEArca-2017-40) 
(``Notice'').
    \5\ See Partial Amendment 2 to SR-NYSEArca-2017-40 (August 15, 
2017). The Amendment also was submitted to the Commission as a 
comment letter on the Original Filing. See letter from Martha 
Redding, Associate General Counsel, NYSE Group, to Brent J. Fields, 
Secretary, Commission (August 15, 2017), available at https://www.sec.gov/comments/sr-nysearca-2017-40/nysearca201740-2221802-160732.pdf.
    \6\ See Securities Exchange Act Release No. 81419 (August 17, 
2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-40) (Approval 
Order).
---------------------------------------------------------------------------

    Prior to the Merger, NYSE Arca had two rulebooks: The NYSE Arca 
rules for its options market and the NYSE Arca Equities rules for its 
equities market. At the Merger, the NYSE Arca Equities rules were 
integrated into the NYSE Arca rules, so that there is now one NYSE Arca 
rulebook.\7\ In that process, NYSE Arca Rule 14 (Liability of Directors 
and Exchange) was amended to incorporate NYSE Arca Equities Rule 13 
(Liability of Directors and Corporation).\8\
---------------------------------------------------------------------------

    \7\ See id. at 40044.
    \8\ See id. at 40048.
---------------------------------------------------------------------------

    On July 24, 2017, the Commission approved a proposed rule change to 
amend NYSE Arca Equities Rule 13.2 (Liability of Corporation).\9\ 
Because such rule change was approved after the Original Filing but 
prior to the Merger, it should have been included in the Amendment. 
However, due to an oversight, the Amendment did not incorporate the 
changes to NYSE Arca Equities Rule 13.2 into NYSE Arca Rule 14.2.\10\ 
Accordingly, the Exchange proposes to make technical and conforming 
changes to NYSE Arca Rule 14.2 in order to conform it to the text of 
previous NYSE Arca Equities Rule 13.2 approved by the Commission on 
July 24, 2017.\11\
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 81197 (July 24, 
2017), 82 FR 35244 (July 28, 2017) (SR-NYSEArca-2017-46) (Approval 
Order).
    \10\ The Amendment updated NYSE Arca Equities Rule 13.2 in 
Exhibit 5I to Original Filing to reflect the changes made in SR-
NYSEArca-2017-46. See Item 19 of the Amendment, supra note 5, at 13-
15. Exhibit 5I set forth the NYSE Arca Equities Rules, which were 
deleted in their entirety at the time of the Merger.
    \11\ The Exchange notes that during the period between the 
Merger and the date of the present filing, it did not receive a 
claim that exceeded the liability limits and thus the Exchange was 
not prevented from fully compensating an ETP Holder for losses 
suffered in connection with the use of the Exchange's facilities, 
including losses caused by the negligent act or omission of an 
Exchange employee.
---------------------------------------------------------------------------

    More specifically, the Exchange proposes to:
     Amend Rule 14.2(a) to provide that the limitation of 
liability set forth in that paragraph would apply to ``successors, 
representatives, or customers'' of Equities Trading Permit holders 
(``ETP Holders''), Options Trading Permit holders (``OTP Holders'') and 
Options Trading Permit firms (``OTP Firms'') of the Exchange, 
consistent with previous NYSE Arca Equities Rule 13.2(a);
     Amend Rule 14.2(b), which describes certain prerequisites 
for qualifying for compensation, to replace the words ``acknowledged 
receipt of'' with the word ``received,'' consistent with previous NYSE 
Arca Equities Rule 13.2(b);
     Amend Rule 14.2(b) and (c) to eliminate the daily caps on 
liability, consistent with previous NYSE Arca Equities Rule 13.2(b) and 
(c); and
     Amend Rule 14.2(c) and add a new Rule 14.2(d) to change 
the procedural requirements for submitting notification to the Exchange 
of any claims for compensation, consistent with previous NYSE Arca 
Equities Rule 13.2(c) and (d). As a technical change, the obsolete 
reference to the ``Corporation'' in NYSE Arca Equities Rule 13.2(d), 
which referred to NYSE Arca Equities, would be updated to refer to the 
``Exchange'' in new Rule 14.2(d).\12\
---------------------------------------------------------------------------

    \12\ See Notice, supra note 4, at 28161 (noting that in rule 
text based on NYSE Arca Equities rules, references to the 
Corporation would be replaced with references to the Exchange).
---------------------------------------------------------------------------

(b) Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\13\ in general, and with Section 
6(b)(1) \14\ 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 Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange believes that the proposed change to Rule 14.2 would 
enable the Exchange to continue to be so organized as to have the 
capacity to carry out the purposes of the Exchange Act and comply and 
enforce compliance with the provisions of the Exchange Act by its 
members and persons associated with its members, because, by 
incorporating the amendments to NYSE Arca Equities Rule 13.2 that the 
Commission approved on July 24, 2017, the proposed change would ensure 
that the changes made to Rule 14.2 to reflect the Merger were accurate 
and complete.
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\15\ 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.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system in general, to protect investors and the 
public interest, because, by incorporating the amendments to NYSE Arca 
Equities Rule 13.2 that the Commission approved on July 24, 2017, the 
proposed change would ensure that the changes made to Rule 14.2 to 
reflect the Merger were accurate and complete, thereby reducing 
potential investor or market participant confusion. The proposed change 
would clarify the scope of the limitation of liability, including the 
elimination of daily liability caps and applicable procedural 
requirements, for all ETP Holders, OTP Holders, and ETP Firms [sic], 
and ensure that all Exchange permit holders would be subject to the 
same rule.\16\
---------------------------------------------------------------------------

    \16\ The Commission notes that NYSE Arca Rule 14.2 applies to 
ETP Holders, OTP Holders, and OTP Firms.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\17\ in general, and with Section 
6(b)(1) \18\ 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 Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange believes that the proposed change to Rule 14.2 would 
enable the Exchange to continue to be so organized as to have the 
capacity to carry out the purposes of the Exchange Act and comply and 
enforce compliance with the provisions of the Exchange Act by its 
members and persons associated with its members, because, by 
incorporating the amendments to NYSE Arca Equities Rule 13.2 that the 
Commission approved on July 24, 2017, the proposed change would ensure 
that the changes made to Rule 14.2 to reflect the Merger were accurate 
and complete.
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the

[[Page 45649]]

Act,\19\ 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.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system in general, to protect investors and the 
public interest, because, by incorporating the amendments to NYSE Arca 
Equities Rule 13.2 that the Commission approved on July 24, 2017, the 
proposed change would ensure that the changes made to Rule 14.2 to 
reflect the Merger were accurate and complete, thereby reducing 
potential investor or market participant confusion. The proposed change 
would clarify the scope of the limitation of liability, including the 
elimination of daily liability caps and applicable procedural 
requirements, for all ETP Holders, OTP Holders, and ETP Firms [sic], 
and ensure that all Exchange permit holders would be subject to the 
same rule.\20\
---------------------------------------------------------------------------

    \20\ See supra note 16.
---------------------------------------------------------------------------

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. The proposed rule change is 
not intended to address competitive issues but rather is concerned 
solely with updating Rule 14.2 to reflect the previously approved 
amendments to NYSE Arca Equities Rule 13.2, ensuring that all Exchange 
permit holders would be subject to the same rules.

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 \21\ and Rule 19b-4(f)(6) thereunder.\22\ 
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) thereunder.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \22\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \23\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\24\ the Commission 
may designate a shorter time if such action is consistent with the 
protection 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 immediately upon filing. The Exchange notes that 
such waiver would allow the Exchange to implement without further delay 
the previously-approved amendments to NYSE Arca Equities Rule 13.2 and 
would ensure continuity in the Exchange's treatment of ETP Holders, as 
ETP Holders subject to NYSE Arca Rule 14.2 would be subject to the same 
limitations of liability as they were under NYSE Arca Equities Rule 
13.2 prior to the Merger, including the elimination of daily liability 
caps. In addition, the Exchange notes that the proposed rule change 
would clarify the scope of its limitation of liability rule, including 
the elimination of daily liability caps and applicable procedural 
requirements, for all ETP Holders, OTP Holders, and OTP Firms, and 
ensure that all Exchange permit holders would be subject to the same 
rule.
---------------------------------------------------------------------------

    \23\ 17 CFR 240.19b-4(f)(6).
    \24\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Waiver of the operative delay will help ensure consistent treatment of 
ETP Holders, OTP Holders, and OTP Firms under NYSE Arca Rule 14.2 and 
help avoid the potential for confusion as to the applicable limitations 
of liability with respect to that rule. Therefore, the Commission 
hereby waives the 30-day operative delay and designates the proposal 
operative upon filing with the Commission.\25\
---------------------------------------------------------------------------

    \25\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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) of the Act \26\ to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSEArca-2017-109 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-NYSEArca-2017-109. 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

[[Page 45650]]

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 Exchange. 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-NYSEArca-2017-109 and should 
be submitted on or before October 20, 2017.
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-20888 Filed 9-28-17; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices 45647

ISG or is a market with which the traded on the Exchange on an initial and I. Self-Regulatory Organization’s
Exchange does not have a CSSA. continuing basis. Statement of the Terms of Substance of
(9) Each Fund will enter into swap For the foregoing reasons, the the Proposed Rule Change
agreements and other OTC transactions Commission finds that the proposed The Exchange proposes to amend
only with large, established and well rule change, as modified by Amendment NYSE Arca Rule 14.2 (Liability of
capitalized financial institutions that Nos. 2 and 3 thereto, is consistent with Exchange) to make technical and
meet certain credit quality standards conforming updates in connection with
Section 6(b)(5) of the Act 33 and the
and monitoring policies. Each Fund will the recent merger of NYSE Arca
rules and regulations thereunder
use various techniques to minimize Equities, Inc. (‘‘NYSE Arca Equities’’)
applicable to a national securities
credit risk including early termination with and into the Exchange.
or reset and payment, using different exchange.
The proposed rule change is available
counterparties and limiting the net IV. Conclusion on the Exchange’s Web site at
amount due from any individual www.nyse.com, at the principal office of
counterparty. It is therefore ordered, pursuant to the Exchange, and at the Commission’s
(10) A minimum of 100,000 Shares of Section 19(b)(2) of the Exchange Act,34 Public Reference Room.
each Fund will be outstanding at the that the proposed rule change (SR–
commencement of trading on the NYSEArca–2017–05), as modified by II. Self-Regulatory Organization’s
Exchange. Amendment Nos. 2 and 3 thereto, be, Statement of the Purpose of, and
and it hereby is, approved. Statutory Basis for, the Proposed Rule
The Exchange represents that all
Change
statements and representations made in For the Commission, by the Division of
this filing regarding (a) the description Trading and Markets, pursuant to delegated In its filing with the Commission, the
of the portfolios of the Funds or authority.35 self-regulatory organization included
Benchmark, (b) limitations on portfolio statements concerning the purpose of,
Eduardo A. Aleman,
holdings or the Benchmark, or (c) the and basis for, the proposed rule change
Assistant Secretary. and discussed any comments it received
applicability of Exchange listing rules
[FR Doc. 2017–20896 Filed 9–28–17; 8:45 am] on the proposed rule change. The text
specified in this rule filing shall
constitute continued listing BILLING CODE 8011–01–P of those statements may be examined at
requirements for listing the Shares on the places specified in Item IV below.
the Exchange. The issuer has The Exchange has prepared summaries,
represented to the Exchange that it will SECURITIES AND EXCHANGE set forth in sections A, B, and C below,
advise the Exchange of any failure by COMMISSION of the most significant parts of such
the Funds to comply with the continued statements.
listing requirements, and, pursuant to [Release No. 34–81713; File No. SR– A. Self-Regulatory Organization’s
its obligations under Section 19(g)(1) of NYSEArca–2017–109] Statement of the Purpose of, and the
the Act, the Exchange will monitor for Statutory Basis for, the Proposed Rule
compliance with the continued listing Self-Regulatory Organizations; NYSE Change
requirements.32 If a Fund is not in Arca, Inc.; Notice of Filing and
compliance with the applicable listing Immediate Effectiveness of Proposed 1. Purpose
requirements, the Exchange will Rule Change Amending NYSE Arca The Exchange proposes to amend
commence delisting procedures under Rule 14.2 To Make Technical and NYSE Arca Rule 14.2 to make technical
NYSE Arca Equities Rule 5.5(m). Conforming Updates in Connection and conforming updates in connection
This approval order is based on all of With the Recent Merger of NYSE Arca with the recent merger of its wholly-
the Exchange’s representations and Equities, Inc. With and Into the owned subsidiary NYSE Arca Equities,
description of the Funds, including Exchange Inc. (‘‘NYSE Arca Equities’’) with and
those set forth above and in Amendment into the Exchange (the ‘‘Merger’’).
No. 2 to the proposed rule change. The September 25, 2017. On June 2, 2017, the Exchange filed
Commission notes that the Shares must Pursuant to Section 19(b)(1) 1 of the rule changes with the Securities and
comply with the requirements of NYSE Securities Exchange Act of 1934 (the Exchange Commission (‘‘Commission’’)
Arca Equities Rule 8.200 and ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 in connection with the proposed Merger
Commentary .02 thereto to be listed and notice is hereby given that, on (the ‘‘Original Filing’’).4 On August 15,
September 12, 2017, NYSE Arca, Inc. 2017, the Exchange filed a partial
32 The Commission notes that certain other
(the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed amendment to the Original Filing (the
proposals for the listing and trading of Managed ‘‘Amendment’’), which, among other
Fund Shares include a representation that the
with the Securities and Exchange
exchange will ‘‘surveil’’ for compliance with the Commission (‘‘SEC’’ or ‘‘Commission’’) things, amended the Original Filing to
continued listing requirements. See, e.g., Securities the proposed rule change as described reflect changes to the proposed rule text
Exchange Act Release No. 77499 (April 1, 2016), 81 in Items I and II below, which Items that resulted from changes to the NYSE
FR 20428 (April 7, 2016) (Notice of Filing of Arca and NYSE Arca Equities rules that
Amendment No. 2, and Order Granting Accelerated have been prepared by the self-
Approval of a Proposed Rule Change, as Modified regulatory organization. The became operative after June 2, 2017.5 On
by Amendment No. 2, to List and Trade Shares of Commission is publishing this notice to
asabaliauskas on DSKBBXCHB2PROD with NOTICES

4 See Securities Exchange Act Release No. 80929
the SPDR DoubleLine Short Duration Total Return
Tactical ETF of the SSgA Active Trust), available
solicit comments on the proposed rule (June 14, 2017), 82 FR 28157 (June 20, 2017) (SR–
at: http://www.sec.gov/rules/sro/bats/2016/34- change from interested persons. NYSEArca–2017–40) (‘‘Notice’’).
77499.pdf. In the context of this representation, it 5 See Partial Amendment 2 to SR–NYSEArca–

is the Commission’s view that ‘‘monitor’’ and 33 15 U.S.C. 78f(b)(5). 2017–40 (August 15, 2017). The Amendment also
‘‘surveil’’ both mean ongoing oversight of the 34 15 was submitted to the Commission as a comment
U.S.C. 78s(b)(2).
Fund’s compliance with the continued listing 35 17 CFR 200.30–3(a)(12).
letter on the Original Filing. See letter from Martha
requirements. Therefore, the Commission does not Redding, Associate General Counsel, NYSE Group,
1 15 U.S.C. 78s(b)(1).
view ‘‘monitor’’ as a more or less stringent to Brent J. Fields, Secretary, Commission (August
2 15 U.S.C. 78a.
obligation than ‘‘surveil’’ with respect to the 15, 2017), available at https://www.sec.gov/
continued listing requirements. 3 17 CFR 240.19b–4. Continued

VerDate Sep<11>2014 18:50 Sep 28, 2017 Jkt 241001 PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 E:\FR\FM\29SEN1.SGM 29SEN1
45648 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices

August 17, 2017, the Commission • Amend Rule 14.2(b), which in facilitating transactions in securities,
approved the proposed rule changes, as describes certain prerequisites for to remove impediments to and perfect
amended, and the Merger occurred on qualifying for compensation, to replace the mechanism of a free and open
that same date.6 the words ‘‘acknowledged receipt of’’ market and a national market system
Prior to the Merger, NYSE Arca had with the word ‘‘received,’’ consistent and, in general, to protect investors and
two rulebooks: The NYSE Arca rules for with previous NYSE Arca Equities Rule the public interest.
its options market and the NYSE Arca 13.2(b); The Exchange believes that the
Equities rules for its equities market. At • Amend Rule 14.2(b) and (c) to proposed rule change would remove
the Merger, the NYSE Arca Equities eliminate the daily caps on liability, impediments to and perfect the
rules were integrated into the NYSE consistent with previous NYSE Arca mechanism of a free and open market
Arca rules, so that there is now one Equities Rule 13.2(b) and (c); and and a national market system in general,
NYSE Arca rulebook.7 In that process, • Amend Rule 14.2(c) and add a new to protect investors and the public
NYSE Arca Rule 14 (Liability of Rule 14.2(d) to change the procedural interest, because, by incorporating the
Directors and Exchange) was amended requirements for submitting notification amendments to NYSE Arca Equities
to incorporate NYSE Arca Equities Rule to the Exchange of any claims for Rule 13.2 that the Commission
13 (Liability of Directors and compensation, consistent with previous approved on July 24, 2017, the proposed
Corporation).8 NYSE Arca Equities Rule 13.2(c) and change would ensure that the changes
On July 24, 2017, the Commission (d). As a technical change, the obsolete made to Rule 14.2 to reflect the Merger
approved a proposed rule change to reference to the ‘‘Corporation’’ in NYSE were accurate and complete, thereby
amend NYSE Arca Equities Rule 13.2 Arca Equities Rule 13.2(d), which reducing potential investor or market
(Liability of Corporation).9 Because such referred to NYSE Arca Equities, would participant confusion. The proposed
rule change was approved after the be updated to refer to the ‘‘Exchange’’ in change would clarify the scope of the
Original Filing but prior to the Merger, new Rule 14.2(d).12 limitation of liability, including the
it should have been included in the elimination of daily liability caps and
(b) Statutory Basis
Amendment. However, due to an applicable procedural requirements, for
oversight, the Amendment did not The Exchange believes that the
proposed rule change is consistent with all ETP Holders, OTP Holders, and ETP
incorporate the changes to NYSE Arca Firms [sic], and ensure that all Exchange
Equities Rule 13.2 into NYSE Arca Rule Section 6(b) of the Exchange Act,13 in
general, and with Section 6(b)(1) 14 in permit holders would be subject to the
14.2.10 Accordingly, the Exchange same rule.16
proposes to make technical and particular, in that it enables the
conforming changes to NYSE Arca Rule Exchange to be so organized as to have 2. Statutory Basis
14.2 in order to conform it to the text the capacity to be able to carry out the
The Exchange believes that the
of previous NYSE Arca Equities Rule purposes of the Exchange Act and to
proposed rule change is consistent with
13.2 approved by the Commission on comply, and to enforce compliance by
its exchange members and persons Section 6(b) of the Exchange Act,17 in
July 24, 2017.11 general, and with Section 6(b)(1) 18 in
More specifically, the Exchange associated with its exchange members,
with the provisions of the Exchange Act, particular, in that it enables the
proposes to: Exchange to be so organized as to have
• Amend Rule 14.2(a) to provide that the rules and regulations thereunder,
and the rules of the Exchange. the capacity to be able to carry out the
the limitation of liability set forth in that
The Exchange believes that the purposes of the Exchange Act and to
paragraph would apply to ‘‘successors,
proposed change to Rule 14.2 would comply, and to enforce compliance by
representatives, or customers’’ of
enable the Exchange to continue to be its exchange members and persons
Equities Trading Permit holders (‘‘ETP
so organized as to have the capacity to associated with its exchange members,
Holders’’), Options Trading Permit
carry out the purposes of the Exchange with the provisions of the Exchange Act,
holders (‘‘OTP Holders’’) and Options
Act and comply and enforce compliance the rules and regulations thereunder,
Trading Permit firms (‘‘OTP Firms’’) of
with the provisions of the Exchange Act and the rules of the Exchange.
the Exchange, consistent with previous
by its members and persons associated The Exchange believes that the
NYSE Arca Equities Rule 13.2(a);
with its members, because, by proposed change to Rule 14.2 would
incorporating the amendments to NYSE enable the Exchange to continue to be
comments/sr-nysearca-2017-40/nysearca201740-
2221802-160732.pdf. Arca Equities Rule 13.2 that the so organized as to have the capacity to
6 See Securities Exchange Act Release No. 81419
Commission approved on July 24, 2017, carry out the purposes of the Exchange
(August 17, 2017), 82 FR 40044 (August 23, 2017) the proposed change would ensure that Act and comply and enforce compliance
(SR–NYSEArca–2017–40) (Approval Order). with the provisions of the Exchange Act
7 See id. at 40044. the changes made to Rule 14.2 to reflect
8 See id. at 40048. the Merger were accurate and complete. by its members and persons associated
9 See Securities Exchange Act Release No. 81197 For similar reasons, the Exchange also with its members, because, by
(July 24, 2017), 82 FR 35244 (July 28, 2017) (SR– believes that the proposed rule change incorporating the amendments to NYSE
NYSEArca–2017–46) (Approval Order). is consistent with Section 6(b)(5) of the Arca Equities Rule 13.2 that the
10 The Amendment updated NYSE Arca Equities
Act,15 in that it is designed to prevent Commission approved on July 24, 2017,
Rule 13.2 in Exhibit 5I to Original Filing to reflect the proposed change would ensure that
the changes made in SR–NYSEArca–2017–46. See fraudulent and manipulative acts and
Item 19 of the Amendment, supra note 5, at 13–15. practices, to promote just and equitable the changes made to Rule 14.2 to reflect
principles of trade, to foster cooperation the Merger were accurate and complete.
asabaliauskas on DSKBBXCHB2PROD with NOTICES

Exhibit 5I set forth the NYSE Arca Equities Rules,
which were deleted in their entirety at the time of and coordination with persons engaged For similar reasons, the Exchange also
the Merger. believes that the proposed rule change
11 The Exchange notes that during the period
12 See Notice, supra note 4, at 28161 (noting that is consistent with Section 6(b)(5) of the
between the Merger and the date of the present
filing, it did not receive a claim that exceeded the in rule text based on NYSE Arca Equities rules,
liability limits and thus the Exchange was not references to the Corporation would be replaced 16 The Commission notes that NYSE Arca Rule

prevented from fully compensating an ETP Holder with references to the Exchange). 14.2 applies to ETP Holders, OTP Holders, and OTP
13 15 U.S.C. 78f(b). Firms.
for losses suffered in connection with the use of the
14 15 U.S.C. 78f(b)(1). 17 15 U.S.C. 78f(b).
Exchange’s facilities, including losses caused by the
negligent act or omission of an Exchange employee. 15 15 U.S.C. 78f(b)(5). 18 15 U.S.C. 78f(b)(1).

VerDate Sep<11>2014 18:50 Sep 28, 2017 Jkt 241001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\29SEN1.SGM 29SEN1
Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices 45649

Act,19 in that it is designed to prevent 19b–4(f)(6) thereunder.22 Because the respect to that rule. Therefore, the
fraudulent and manipulative acts and proposed rule change does not: (i) Commission hereby waives the 30-day
practices, to promote just and equitable Significantly affect the protection of operative delay and designates the
principles of trade, to foster cooperation investors or the public interest; (ii) proposal operative upon filing with the
and coordination with persons engaged impose any significant burden on Commission.25
in facilitating transactions in securities, competition; and (iii) become operative At any time within 60 days of the
to remove impediments to and perfect prior to 30 days from the date on which filing of such proposed rule change, the
the mechanism of a free and open it was filed, or such shorter time as the Commission summarily may
market and a national market system Commission may designate, if temporarily suspend such rule change if
and, in general, to protect investors and consistent with the protection of it appears to the Commission that such
the public interest. investors and the public interest, the action is necessary or appropriate in the
The Exchange believes that the proposed rule change has become public interest, for the protection of
proposed rule change would remove effective pursuant to Section 19(b)(3)(A) investors, or otherwise in furtherance of
impediments to and perfect the of the Act and Rule 19b–4(f)(6) the purposes of the Act. If the
mechanism of a free and open market thereunder. Commission takes such action, the
and a national market system in general, A proposed rule change filed under Commission shall institute proceedings
to protect investors and the public Rule 19b–4(f)(6) 23 normally does not under Section 19(b)(2)(B) of the Act 26 to
interest, because, by incorporating the become operative prior to 30 days after determine whether the proposed rule
amendments to NYSE Arca Equities the date of the filing. However, pursuant change should be approved or
Rule 13.2 that the Commission to Rule 19b–4(f)(6)(iii),24 the disapproved.
approved on July 24, 2017, the proposed Commission may designate a shorter IV. Solicitation of Comments
change would ensure that the changes time if such action is consistent with the
made to Rule 14.2 to reflect the Merger protection of investors and the public Interested persons are invited to
were accurate and complete, thereby interest. The Exchange has asked the submit written data, views, and
reducing potential investor or market Commission to waive the 30-day arguments concerning the foregoing,
participant confusion. The proposed operative delay so that the proposal may including whether the proposed rule
change would clarify the scope of the become operative immediately upon change is consistent with the Act.
limitation of liability, including the filing. The Exchange notes that such Comments may be submitted by any of
elimination of daily liability caps and waiver would allow the Exchange to the following methods:
applicable procedural requirements, for implement without further delay the Electronic Comments
all ETP Holders, OTP Holders, and ETP previously-approved amendments to • Use the Commission’s Internet
Firms [sic], and ensure that all Exchange NYSE Arca Equities Rule 13.2 and comment form (http://www.sec.gov/
permit holders would be subject to the would ensure continuity in the rules/sro.shtml); or
same rule.20 Exchange’s treatment of ETP Holders, as • Send an email to rule-comments@
ETP Holders subject to NYSE Arca Rule sec.gov. Please include File Number SR–
B. Self-Regulatory Organization’s
14.2 would be subject to the same NYSEArca–2017–109 on the subject
Statement on Burden on Competition
limitations of liability as they were line.
The Exchange does not believe that under NYSE Arca Equities Rule 13.2
the proposed rule change will impose prior to the Merger, including the Paper Comments
any burden on competition that is not elimination of daily liability caps. In • Send paper comments in triplicate
necessary or appropriate in furtherance addition, the Exchange notes that the to Secretary, Securities and Exchange
of the purposes of the Act. The proposed rule change would clarify the Commission, 100 F Street NE.,
proposed rule change is not intended to scope of its limitation of liability rule, Washington, DC 20549–1090.
address competitive issues but rather is including the elimination of daily All submissions should refer to File
concerned solely with updating Rule liability caps and applicable procedural Number SR–NYSEArca–2017–109. This
14.2 to reflect the previously approved requirements, for all ETP Holders, OTP file number should be included on the
amendments to NYSE Arca Equities Holders, and OTP Firms, and ensure subject line if email is used. To help the
Rule 13.2, ensuring that all Exchange that all Exchange permit holders would Commission process and review your
permit holders would be subject to the be subject to the same rule. comments more efficiently, please use
same rules. The Commission believes that only one method. The Commission will
C. Self-Regulatory Organization’s waiving the 30-day operative delay is post all comments on the Commission’s
Statement on Comments on the consistent with the protection of Internet Web site (http://www.sec.gov/
Proposed Rule Change Received From investors and the public interest. Waiver rules/sro.shtml). Copies of the
Members, Participants, or Others of the operative delay will help ensure submission, all subsequent
consistent treatment of ETP Holders, amendments, all written statements
No written comments were solicited OTP Holders, and OTP Firms under with respect to the proposed rule
or received with respect to the proposed NYSE Arca Rule 14.2 and help avoid the change that are filed with the
rule change. potential for confusion as to the Commission, and all written
III. Date of Effectiveness of the applicable limitations of liability with communications relating to the
Proposed Rule Change and Timing for proposed rule change between the
asabaliauskas on DSKBBXCHB2PROD with NOTICES

22 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
Commission Action Commission and any person, other than
4(f)(6)(iii) requires a self-regulatory organization to
those that may be withheld from the
The Exchange has filed the proposed give the Commission written notice of its intent to
file the proposed rule change at least five business public in accordance with the
rule change pursuant to Section
days prior to the date of filing of the proposed rule
19(b)(3)(A)(iii) of the Act 21 and Rule change, or such shorter time as designated by the 25 For purposes only of waiving the 30-day
Commission. The Exchange has satisfied this operative delay, the Commission has considered the
19 15 U.S.C. 78f(b)(5). requirement. proposed rule’s impact on efficiency, competition,
20 See supra note 16. 23 17 CFR 240.19b–4(f)(6). and capital formation. See 15 U.S.C. 78c(f).
21 15 U.S.C. 78s(b)(3)(A)(iii). 24 17 CFR 240.19b–4(f)(6)(iii). 26 15 U.S.C. 78s(b)(2)(B).

VerDate Sep<11>2014 18:50 Sep 28, 2017 Jkt 241001 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 E:\FR\FM\29SEN1.SGM 29SEN1
Document Created: 2017-09-29 03:27:17
Document Modified: 2017-09-29 03:27:17
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		82 FR 45647