83_FR_6084 83 FR 6055 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Certain of the Governing Documents of Its Intermediate Parent Companies

83 FR 6055 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Certain of the Governing Documents of Its Intermediate Parent Companies

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 29 (February 12, 2018)

Page Range6055-6057
FR Document2018-02721

Federal Register, Volume 83 Issue 29 (Monday, February 12, 2018) 
[Federal Register Volume 83, Number 29 (Monday, February 12, 2018)]
[Notices]
[Pages 6055-6057]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-02721]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82637; File No. SR-NYSEAMER-2018-03]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Amend Certain 
of the Governing Documents of Its Intermediate Parent Companies

February 6, 2018.
    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 January 29, 2018, NYSE American LLC (the ``Exchange'' or 
``NYSE American'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend certain of the governing documents 
of its intermediate parent companies Intercontinental Exchange 
Holdings, Inc. (``ICE Holdings''), NYSE Holdings LLC (``NYSE 
Holdings'') and NYSE Group, Inc. (``NYSE Group'') to make a technical 
change updating the registered office and registered agent in the state 
of Delaware. The proposed 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
    The Exchange proposes to amend certain of the governing documents 
of its intermediate parent companies ICE Holdings, NYSE Holdings, and 
NYSE Group to make a technical change updating the registered office 
and registered agent in the state of Delaware.\4\
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    \4\ Intercontinental Exchange Inc., the ultimate parent of the 
Exchange, owns 100% of the equity interest in ICE Holdings, which in 
turn owns 100% of the equity interest in NYSE Holdings. NYSE 
Holdings owns 100% of the equity interest of NYSE Group, which in 
turn directly owns 100% of the equity interest of the Exchange and 
its national securities exchange affiliates, New York Stock Exchange 
LLC (``NYSE''), NYSE Arca, Inc., and NYSE National, Inc. ICE is a 
publicly traded company listed on the NYSE.
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    ICE Holdings and NYSE Group are corporations and NYSE Holdings is a 
limited liability corporation, all organized under the laws of the 
State of Delaware. As such, they are required to have and maintain a 
registered office and registered agent in Delaware.\5\ The Exchange 
proposes to amend certain of their governing documents to change the 
registered office and registered agent.
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    \5\ See Del. Code tit 6, Sec.  18-104, and Del. Code tit 8, 
Sec. Sec.  131 and 132.
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    More specifically, the Exchange proposes to amend the following 
provisions in the listed documents (collectively, the ``Governing 
Documents''): \6\
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    \6\ Some of the Governing Documents were recently amended. See 
Securities Exchange Act Release No. 82082 (November 15, 2017), 82 FR 
55466 (November 21, 2017) (SR-NYSEAmer-2017-29).
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     Article II (Registered Office) of the Ninth Amended and 
Restated Certificate of Incorporation of ICE Holdings;
     Article II, Sections 2.4 (Registered Office) and 2.5 
(Registered Agent) of the Ninth Amended and Restated Limited Liability 
Company Agreement of NYSE Holdings;
     the Certificate of Formation of NYSE Holdings; \7\
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    \7\ The Certificate of Formation of NYSE Holdings is amended by 
filing a ``State of Delaware Certificate of Amendment Changing Only 
the Registered Office or Registered Agent of a Limited Liability 
Company,'' as set forth in Exhibit 5C of the proposed rule change.
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     Article II (Registered Office) of the Sixth Amended and 
Restated Certificate of Incorporation of NYSE Group; and
     Article I, Section 1.1 (Registered Office) of the Fourth 
Amended and Restated Bylaws of NYSE Group.
    The listed provisions identify The Corporation Trust Company as the

[[Page 6056]]

registered agent, and provide that the address of the registered office 
in Wilmington, Delaware is Corporation Trust Center, 1209 Orange 
Street. The Exchange proposes to amend such provisions to identify 
United Agent Group Inc. as the registered agent, and to provide that 
the address of the registered office is 3411 Silverside Road, Tatnall 
Building No. 104, Wilmington, County of New Castle, Delaware 19810.
    In addition, conforming changes would be made to the title [sic], 
recitals, dates and signature lines, as applicable, of the Governing 
Documents.
    The change is a non-substantive technical administrative change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(1) \9\ 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.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
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    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange. The 
Exchange believes that the proposed rule change 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 ensuring that the 
Governing Documents rules identify the registered agent and registered 
office in Delaware would contribute to the orderly operation of the 
Exchange by adding clarity and transparency to its rules. Similarly, 
the proposed conforming changes to the title [sic], recitals, date and 
signature line, as applicable, of the Governing Documents would 
contribute to the orderly operation of the Exchange by adding clarity 
and transparency to its rules.
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\10\ 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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    \10\ 15 U.S.C. 78f(b)(5).
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    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 by ensuring that market participants can more 
easily navigate, understand and comply with its rules. The Exchange 
believes that, by ensuring that such rules accurately identify the 
registered agent and registered office in Delaware, and by making 
conforming changes to the title [sic], recitals, date and signature 
line, as applicable, of the Governing Documents, the proposed rule 
change would reduce potential investor or market participant confusion.

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. The proposed rule 
change is not designed to address any competitive issue but rather is 
concerned solely with making a technical change updating the registered 
office and registered agent of each Intermediate Holding Company.

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 proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(3) \12\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(3).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may 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) \13\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \13\ 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-NYSEAMER-2018-03 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-NYSEAMER-2018-03. 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-NYSEAMER-2018-03, and

[[Page 6057]]

should be submitted on or before March 5, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
Eduardo A. Aleman,
Assistant Secretary.
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    \14\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2018-02721 Filed 2-9-18; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices 6055 Week of February 19, 2018—Tentative SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s There are no meetings scheduled for COMMISSION Statement of the Purpose of, and the the week of February 19, 2018. Statutory Basis for, the Proposed Rule [Release No. 34–82637; File No. SR– Change Week of February 26, 2018—Tentative NYSEAMER–2018–03] 1. Purpose There are no meetings scheduled for the week of February 26, 2018. Self-Regulatory Organizations; NYSE The Exchange proposes to amend American LLC; Notice of Filing and certain of the governing documents of Week of March 5, 2018—Tentative Immediate Effectiveness of Proposed its intermediate parent companies ICE Thursday, March 8, 2018 Change To Amend Certain of the Holdings, NYSE Holdings, and NYSE Governing Documents of Its Group to make a technical change 10:00 a.m. Meeting with the Advisory Intermediate Parent Companies updating the registered office and Committee on the Medical Uses of registered agent in the state of Isotopes (Public Meeting); (Contact: February 6, 2018. Delaware.4 Sophie Holiday: 301–415–7865) ICE Holdings and NYSE Group are Pursuant to Section 19(b)(1) 1 of the This meeting will be webcast live at corporations and NYSE Holdings is a Securities Exchange Act of 1934 (the the Web address—http://www.nrc.gov/. limited liability corporation, all ‘‘Act’’),2 and Rule 19b–4 thereunder,3 Week of March 12, 2018—Tentative notice is hereby given that, on January organized under the laws of the State of 29, 2018, NYSE American LLC (the Delaware. As such, they are required to There are no meetings scheduled for ‘‘Exchange’’ or ‘‘NYSE American’’) filed have and maintain a registered office the week of March 12, 2018. with the Securities and Exchange and registered agent in Delaware.5 The Week of March 19, 2018—Tentative Commission (the ‘‘Commission’’) the Exchange proposes to amend certain of There are no meetings scheduled for proposed rule change as described in their governing documents to change the week of March 19, 2018. Items I, II, and III below, which Items the registered office and registered have been prepared by the self- agent. * * * * * The schedule for Commission regulatory organization. The More specifically, the Exchange meetings is subject to change on short Commission is publishing this notice to proposes to amend the following notice. For more information or to verify solicit comments on the proposed rule provisions in the listed documents the status of meetings, contact Denise change from interested persons. (collectively, the ‘‘Governing McGovern at 301–415–0681 or via email Documents’’): 6 I. Self-Regulatory Organization’s • Article II (Registered Office) of the at Denise.McGovern@nrc.gov. Statement of the Terms of Substance of Ninth Amended and Restated Certificate * * * * * the Proposed Rule Change of Incorporation of ICE Holdings; The NRC Commission Meeting • Article II, Sections 2.4 (Registered Schedule can be found on the internet The Exchange proposes to amend certain of the governing documents of Office) and 2.5 (Registered Agent) of the at: http://www.nrc.gov/public-involve/ Ninth Amended and Restated Limited public-meetings/schedule.html. its intermediate parent companies Intercontinental Exchange Holdings, Liability Company Agreement of NYSE * * * * * Holdings; Inc. (‘‘ICE Holdings’’), NYSE Holdings The NRC provides reasonable • the Certificate of Formation of accommodation to individuals with LLC (‘‘NYSE Holdings’’) and NYSE NYSE Holdings; 7 Group, Inc. (‘‘NYSE Group’’) to make a disabilities where appropriate. If you • Article II (Registered Office) of the need a reasonable accommodation to technical change updating the registered Sixth Amended and Restated Certificate participate in these public meetings, or office and registered agent in the state of Incorporation of NYSE Group; and need this meeting notice or the of Delaware. The proposed change is • Article I, Section 1.1 (Registered transcript or other information from the available on the Exchange’s website at Office) of the Fourth Amended and public meetings in another format (e.g., www.nyse.com, at the principal office of Restated Bylaws of NYSE Group. braille, large print), please notify the Exchange, and at the Commission’s The listed provisions identify The Kimberly Meyer-Chambers, NRC Public Reference Room. Corporation Trust Company as the Disability Program Manager, at 301– II. Self-Regulatory Organization’s 287–0739, by videophone at 240–428– Statement of the Purpose of, and 4 Intercontinental Exchange Inc., the ultimate 3217, or by email at Kimberly.Meyer- Statutory Basis for, the Proposed Rule parent of the Exchange, owns 100% of the equity Chambers@nrc.gov. Determinations on interest in ICE Holdings, which in turn owns 100% Change of the equity interest in NYSE Holdings. NYSE requests for reasonable accommodation Holdings owns 100% of the equity interest of NYSE will be made on a case-by-case basis. In its filing with the Commission, the Group, which in turn directly owns 100% of the * * * * * self-regulatory organization included equity interest of the Exchange and its national statements concerning the purpose of, securities exchange affiliates, New York Stock Members of the public may request to Exchange LLC (‘‘NYSE’’), NYSE Arca, Inc., and receive this information electronically. and basis for, the proposed rule change NYSE National, Inc. ICE is a publicly traded If you would like to be added to the and discussed any comments it received company listed on the NYSE. distribution, please contact the Nuclear on the proposed rule change. The text 5 See Del. Code tit 6, § 18–104, and Del. Code tit Regulatory Commission, Office of the of those statements may be examined at 8, §§ 131 and 132. 6 Some of the Governing Documents were Secretary, Washington, DC 20555 (301– the places specified in Item IV below. recently amended. See Securities Exchange Act 415–1969), or email Patricia.Jimenez@ The Exchange has prepared summaries, daltland on DSKBBV9HB2PROD with NOTICES Release No. 82082 (November 15, 2017), 82 FR nrc.gov. set forth in sections A, B, and C below, 55466 (November 21, 2017) (SR–NYSEAmer–2017– of the most significant parts of such 29). Dated: February 8, 2018. statements. 7 The Certificate of Formation of NYSE Holdings Glenn Ellmers, is amended by filing a ‘‘State of Delaware Certificate Policy Coordinator, Office of the Secretary. of Amendment Changing Only the Registered Office 1 15 U.S.C. 78s(b)(1). or Registered Agent of a Limited Liability [FR Doc. 2018–02934 Filed 2–8–18; 4:15 pm] 2 15 U.S.C. 78a. Company,’’ as set forth in Exhibit 5C of the BILLING CODE 7590–01–P 3 17 CFR 240.19b–4. proposed rule change. VerDate Sep<11>2014 19:23 Feb 09, 2018 Jkt 244001 PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1

6056 Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices registered agent, and provide that the and coordination with persons engaged institute proceedings under Section address of the registered office in in facilitating transactions in securities, 19(b)(2)(B) 13 of the Act to determine Wilmington, Delaware is Corporation to remove impediments to and perfect whether the proposed rule change Trust Center, 1209 Orange Street. The the mechanism of a free and open should be approved or disapproved. Exchange proposes to amend such market and a national market system IV. Solicitation of Comments provisions to identify United Agent and, in general, to protect investors and Group Inc. as the registered agent, and the public interest. Interested persons are invited to to provide that the address of the The Exchange believes that the submit written data, views, and registered office is 3411 Silverside Road, proposed rule change would remove arguments concerning the foregoing, Tatnall Building No. 104, Wilmington, impediments to and perfect the including whether the proposed rule County of New Castle, Delaware 19810. mechanism of a free and open market change is consistent with the Act. In addition, conforming changes and a national market system by Comments may be submitted by any of would be made to the title [sic], recitals, ensuring that market participants can the following methods: dates and signature lines, as applicable, more easily navigate, understand and Electronic Comments of the Governing Documents. comply with its rules. The Exchange The change is a non-substantive believes that, by ensuring that such • Use the Commission’s internet technical administrative change. rules accurately identify the registered comment form (http://www.sec.gov/ agent and registered office in Delaware, rules/sro.shtml); or 2. Statutory Basis • Send an email to rule-comments@ and by making conforming changes to The Exchange believes that the sec.gov. Please include File Number SR– the title [sic], recitals, date and signature proposed rule change is consistent with NYSEAMER–2018–03 on the subject line, as applicable, of the Governing Section 6(b) of the Exchange Act 8 in line. Documents, the proposed rule change general, and with Section 6(b)(1) 9 in would reduce potential investor or Paper Comments particular, in that it enables the market participant confusion. Exchange to be so organized as to have • Send paper comments in triplicate the capacity to be able to carry out the B. Self-Regulatory Organization’s to Secretary, Securities and Exchange purposes of the Exchange Act and to Statement on Burden on Competition Commission, 100 F Street NE, Washington, DC 20549–1090. comply, and to enforce compliance by The Exchange does not believe that its exchange members and persons All submissions should refer to File the proposed rule change will impose associated with its exchange members, Number SR–NYSEAMER–2018–03. This any burden on competition that is not with the provisions of the Exchange Act, file number should be included on the necessary or appropriate in furtherance the rules and regulations thereunder, subject line if email is used. To help the of the purposes of the Exchange Act. and the rules of the Exchange. Commission process and review your The proposed rule change is not The proposed rule change is a non- comments more efficiently, please use designed to address any competitive substantive administrative change that only one method. The Commission will issue but rather is concerned solely with does not impact the governance or post all comments on the Commission’s making a technical change updating the ownership of the Exchange. The internet website (http://www.sec.gov/ registered office and registered agent of Exchange believes that the proposed rules/sro.shtml). Copies of the each Intermediate Holding Company. rule change would enable the Exchange submission, all subsequent to continue to be so organized as to have C. Self-Regulatory Organization’s amendments, all written statements the capacity to carry out the purposes of Statement on Comments on the with respect to the proposed rule the Exchange Act and comply and Proposed Rule Change Received From change that are filed with the enforce compliance with the provisions Members, Participants, or Others Commission, and all written of the Exchange Act by its members and No written comments were solicited communications relating to the persons associated with its members, or received with respect to the proposed proposed rule change between the because ensuring that the Governing rule change. Commission and any person, other than Documents rules identify the registered those that may be withheld from the agent and registered office in Delaware III. Date of Effectiveness of the public in accordance with the would contribute to the orderly Proposed Rule Change and Timing for provisions of 5 U.S.C. 552, will be operation of the Exchange by adding Commission Action available for website viewing and clarity and transparency to its rules. The proposed rule change has become printing in the Commission’s Public Similarly, the proposed conforming effective pursuant to Section 19(b)(3)(A) Reference Room, 100 F Street NE, changes to the title [sic], recitals, date of the Act 11 and Rule 19b–4(f)(3) 12 Washington, DC 20549, on official and signature line, as applicable, of the thereunder in that the proposed rule business days between the hours of Governing Documents would contribute change is concerned solely with the 10:00 a.m. and 3:00 p.m. Copies of the to the orderly operation of the Exchange administration of the Exchange. filing also will be available for by adding clarity and transparency to its At any time within 60 days of the inspection and copying at the principal rules. filing of the proposed rule change, the office of the Exchange. All comments For similar reasons, the Exchange also Commission summarily may suspend received will be posted without change. believes that the proposed rule change such rule change if it appears to the Persons submitting comments are is consistent with Section 6(b)(5) of the Commission that such action is cautioned that we do not redact or edit Act,10 in that it is designed to prevent necessary or appropriate in the public personal identifying information from daltland on DSKBBV9HB2PROD with NOTICES fraudulent and manipulative acts and interest, for the protection of investors, comment submissions. You should practices, to promote just and equitable or otherwise in furtherance of the submit only information that you wish principles of trade, to foster cooperation purposes of the Act. If the Commission to make available publicly. All takes such action, the Commission shall submissions should refer to File 8 15 U.S.C. 78f(b). Number SR–NYSEAMER–2018–03, and 9 15 U.S.C. 78f(b)(1). 11 15 U.S.C. 78s(b)(3)(A). 10 15 U.S.C. 78f(b)(5). 12 17 CFR 240.19b–4(f)(3). 13 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 19:23 Feb 09, 2018 Jkt 244001 PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1

Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices 6057 should be submitted on or before March respect to each repurchase, each fund respondents, including through the use 5, 2018. spends 2.5 hours to comply with the of automated collection techniques or For the Commission, by the Division of rule’s written confirmation, asset other forms of information technology. Trading and Markets, pursuant to delegated coverage disclosure and six month Consideration will be given to authority.14 notice requirements. Thus, Commission comments and suggestions submitted in Eduardo A. Aleman, staff estimates the total annual writing within 60 days of this Assistant Secretary. respondent reporting burden is 910 publication. [FR Doc. 2018–02721 Filed 2–9–18; 8:45 am] hours.2 Commission staff further Please direct your written comments estimates that the cost of the hourly to Pamela Dyson, Director/Chief BILLING CODE 8011–01–P burden per repurchase is $305 (one half Information Officer, Securities and hour of a compliance attorney’s time at Exchange Commission, C/O Remi SECURITIES AND EXCHANGE $345 per hour,3 and two hours of Pavlik-Simon, 100 F Street NE, COMMISSION clerical time at $66 per hour 4). The total Washington, DC 20549; or send an email annual cost for all funds is estimated to to: PRA_Mailbox@sec.gov. Proposed Collection; Comment be $111,020.5 Dated: February 7, 2018. Request In addition, the fund must file with Eduardo A. Aleman, the Commission a copy of any written Upon Written Request, Copies Available Assistant Secretary. solicitation to purchase securities given From: Securities and Exchange by or on behalf of the fund to 10 or more [FR Doc. 2018–02795 Filed 2–9–18; 8:45 am] Commission, Office of FOIA Services, persons. The copy must be filed as an BILLING CODE 8011–01–P 100 F Street NE, Washington, DC exhibit to Form N–CSR (17 CFR 20549–2736. 249.331and 274.128).6 The burden SECURITIES AND EXCHANGE Extension: associated with filing Form N–CSR is Rule 23c–1, SEC File No. 270–253, OMB COMMISSION addressed in the submission related to Control No. 3235–0260. that form. [Release No. 34–82635; File No. SR– Notice is hereby given that, pursuant The estimate of average burden hours NYSENAT–2018–03] to the Paperwork Reduction Act of 1995 is made solely for the purposes of the (44 U.S.C. 350l–3520), the Securities Paperwork Reduction Act, and is not Self-Regulatory Organizations; NYSE and Exchange Commission (the derived from a comprehensive or even National, Inc.; Notice of Filing and ‘‘Commission’’) is soliciting comments a representative survey or study of the Immediate Effectiveness of Proposed on the collection of information costs of Commission rules and forms. Change To Amend Certain of the summarized below. The Commission Written comments are invited on: (a) Governing Documents of Its plans to submit this existing collection Whether the collection of information is Intermediate Parent Companies of information to the Office of necessary for the proper performance of February 6, 2018. Management and Budget for extension the functions of the Commission, Pursuant to Section 19(b)(1) 1 of the and approval. including whether the information has Securities Exchange Act of 1934 (the Rule 23c–1(a) under the Investment practical utility; (b) the accuracy of the ‘‘Act’’),2 and Rule 19b–4 thereunder,3 Company Act (17 CFR 270.23c–1(a)) Commission’s estimate of the burden of notice is hereby given that, on January permits a closed-end fund to repurchase the collection of information; (c) ways to 29, 2018, NYSE National, Inc. (the its securities for cash if, in addition to enhance the quality, utility, and clarity ‘‘Exchange’’ or ‘‘NYSE National’’) filed the other requirements set forth in the of the information collected; and (d) with the Securities and Exchange rule, the following conditions are met: ways to minimize the burden of the Commission (the ‘‘Commission’’) the (i) Payment of the purchase price is collection of information on proposed rule change as described in accompanied or preceded by a written Items I, II, and III below, which Items confirmation of the purchase (‘‘written announced repurchases under Item 9, but only a have been prepared by the self- confirmation’’); (ii) the asset coverage subset thereof (91 funds). We also estimate that each of the 91 funds undertook an average of 4 regulatory organization. The per unit of the security to be purchased repurchases annually (91 funds × 4 repurchases = Commission is publishing this notice to is disclosed to the seller or his agent 364 repurchases annually). solicit comments on the proposed rule (‘‘asset coverage disclosure’’); and (iii) if 2 This estimate is based on the following change from interested persons. the security is a stock, the fund has, calculation: 364 repurchases × 2.5 hours per within the preceding six months, repurchase = 910 hours. I. Self-Regulatory Organization’s informed stockholders of its intention to 3 The $345/hour figure for a compliance attorney Statement of the Terms of Substance of is from SIFMA’s Management & Professional the Proposed Rule Change purchase stock (‘‘six month notice’’). Earnings in the Securities Industry 2013, modified Commission staff estimates that 91 by Commission staff to account for an 1800-hour The Exchange proposes to amend closed-end funds undertake a total of work-year and multiplied by 5.35 to account for certain of the governing documents of bonuses, firm size, employee benefits and overhead 364 repurchases annually under rule (includes a CPI inflation adjustment from the 2013 its intermediate parent companies 23c–1.1 Staff estimates further that, with estimate). Intercontinental Exchange Holdings, 4 The $66/hour figure for a compliance clerk is Inc. (‘‘ICE Holdings’’), NYSE Holdings 14 17 CFR 200.30–3(a)(12). from SIFMA’s Office Salaries in the Securities LLC (‘‘NYSE Holdings’’) and NYSE 1 The number of closed-end funds that undertake Industry 2013, modified by Commission staff to Group, Inc. (‘‘NYSE Group’’) to make a repurchases annually under rule 23c–1 is based on account for an 1800-hour work-year and multiplied by 2.93 to account for bonuses, firm size, employee technical change updating the registered information provided in response to Item 9 of Form office and registered agent in the state daltland on DSKBBV9HB2PROD with NOTICES N–CSR from January 1, 2017 through December 31, benefits and overhead (includes a CPI inflation 2017. Although 136 closed-end funds made adjustment from the 2013 estimate). of Delaware. The proposed change is 5 This estimate is based on the following disclosures regarding ‘‘publicly announced’’ available on the Exchange’s website at repurchase plans in response to Item 9, not all calculation: 364 repurchases × $305 per repurchase = $111,020. www.nyse.com, at the principal office of repurchases are made pursuant to rule 23c–1. We estimate that approximately 30% of such closed- 6 In addition, Item 9 of Form N–CSR requires 1 15 U.S.C. 78s(b)(1). end funds have not made repurchases pursuant to closed-end funds to disclose information similar to 2 15 U.S.C. 78a. rule 23c–1. Therefore, our estimate does not include the information that was required in Form N–23C– all 136 funds that made disclosures of publicly 1, which was discontinued in 2004. 3 17 CFR 240.19b–4. VerDate Sep<11>2014 19:23 Feb 09, 2018 Jkt 244001 PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1


Document Created: 2018-11-01 08:42:08
Document Modified: 2018-11-01 08:42:08
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 6055 
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