Federal Register / Vol. 87, No. 109 / Tuesday, June 7, 2022 / Notices 34737 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

5Capitalized terms not defined herein are defined 

in the Rules, available at https://dtcc.com/∼/media/ 

Files/Downloads/legal/rules/nscc_rules.pdf. 

6See Rule 5, Section 2, supra note 5, which 

requires that a Limited Member appoint a 

representative that is duly authorized in the name 

and on behalf of the Limited Member to sign all 

instruments, correct errors and to perform such 

other duties as may be required under the Rules and 

the Procedures and to transact all business requisite 

in connection with the operations of NSCC. 

7See Rule 2, supra note 5, which describes 

various NSCC membership types. 

8 Id. 

9See Addendum D of the Rules, supra note 5. 

10See Addendum D of the Rules, supra note 5. 

exchanges. As of April 8, 2022 there 

were 24 entities registered as national 

securities exchanges with the 

Commission. The Commission receives 

an average total of 2,331 responses per 

year, which corresponds to an estimated 

annual hour burden of approximately 

2,331 hours (2,331 responses × 1 hour 

per response). At an average hourly cost 

of $72, the aggregate related internal 

cost of compliance for Rule 19b–4(e) is 

approximately $167,832 per year (2,331 

burden hours multiplied by $72/hour). 

Compliance with Rule 19b–4(e) is 

mandatory. Information received in 

response to Rule 19b–4(e) shall not be 

kept confidential; the information 

collected is public information. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

by August 8, 2022. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: David Bottom, Acting Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: June 1, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–12158 Filed 6–6–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95021; File No. SR–NSCC– 

2022–007] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Revise the Voluntary 

Termination Provisions of the NSCC 

Rules for Limited Members 

June 1, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on May 27, 

2022, National Securities Clearing 

Corporation (‘‘NSCC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

by the clearing agency. NSCC filed the 

proposed rule change pursuant to 

Section 19(b)(3)(A) 3 of the Act and 

subparagraph (f)(6) 4 of Rule 19b–4 

thereunder. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change of NSCC 

consists of modifications to NSCC’s 

Rules & Procedures (the ‘‘Rules’’) 5 to 

revise the voluntary termination 

provisions of the Rules in order to 

provide that a Limited Member may be 

deemed to have voluntarily terminated 

its membership if NSCC is unable to 

contact the Limited Member’s 

authorized representatives, and the 

Limited Member has not used NSCC’s 

services for at least 6 months. The 

proposed changes are described in 

greater detail below. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency 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 these 

statements may be examined at the 

places specified in Item IV below. The 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

The proposed rule change consists of 

modifications to the voluntary 

termination provisions of the Rules in 

order to provide that a Limited Member 

may be deemed to have voluntarily 

terminated its membership if NSCC is 

unable to contact an authorized 

representative of the Limited Member, 

as designated by the participant 

pursuant to Rule 5,6 and there has been 

no activity in the account by the 

participant for at least 6 months. The 

proposed changes are described in 

greater detail below. 

(i) NSCC Membership Types/Limited 

Members 

NSCC has several types of 

membership with different access levels 

to services.7 Generally, such 

membership types can be categorized 

into ‘‘Members’’ which are full-service 

participants that have access to NSCC’s 

central counterparty services and 

‘‘Limited Members’’ whose access to 

services is limited to certain services by 

membership type specified by NSCC.8

The services available for Limited 

Members are ‘‘non-guaranteed’’ 

services—meaning that NSCC does not 

act as a central counterparty or 

guarantee payments for transactions 

conducted through these services.9 If a 

Limited Member using non-guaranteed 

services fails to pay for a transaction at 

settlement, NSCC does not guarantee the 

payment and may reverse in whole or in 

part any credit previously given to the 

contra side.10 As a result, NSCC bears 

less risk for payments relating to nonguaranteed services than it does for 

payments relating to its guaranteed 

services. 

(ii) NSCC Termination Provisions 

NSCC has several Rules relating to the 

termination of a Limited Member’s 

membership. Those Rules include 


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11See Rules 18 and 46, supra note 5. 

12Section 5 of Rule 2B, supra note 5. Note that 

although Settling Bank Only Members are listed as 

Limited Members (See Rule 2, Section 2(ii), supra 

note 5), Section 5 of Rule 2B does not apply to 

Settling Bank Only Members. See also Rule 2, 

Section 2, supra note 5 which states that when the 

Rules refer to ‘‘Members and Limited Members’’, 

the reference includes all member types; when 

reference is made to ‘‘participants’’ in the Rules (as 

in the Voluntary Termination Provisions), the 

reference generally means all participants other 

than Settling Bank Only Members, unless the 

context makes clear it refers to one or more specific 

member types. Section 5 of Rule 2B refers to all 

Limited Members except for Settling Bank Only 

Members. Section 5 of Rule 2B, supra note 5. 

13The Rules also contain voluntary termination 

provisions related to a loss allocation withdrawal in 

Section 6 of Rule 4 that would not be affected by 

this proposed rule change. See Section 6 of Rule 4, 

supra note 5. 

14See Section 2.B of Rule 2B, supra note 5. 

15See Section 4 of Rule 2B, supra note 5, which 

provides that certain members will be monitored 

and reviewed on an ongoing and periodic basis. 

16For instance, Section 2.A of Rule 2B, supra 

note 5, requires that a Limited Member provide a 

Cybersecurity Confirmation to NSCC every two 

years. If a Limited Member has gone out of business 

and/or liquidated, it would eventually fail to 

provide its Cybersecurity Confirmation. 

17See Section 2.A of Rule 2B, supra note 5. 

18See Rules 37, 45 and 46, which set forth certain 

steps to be taken by the Limited Member and NSCC 

in a cease to act including notification and hearing 

requirements. Rules 37, 45 and 46, supra note 5. 

provisions that allow NSCC to terminate 

the membership of a Limited Member 

involuntarily (i.e., ‘‘cease to act’’) if the 

Limited Member violates the Rules or in 

certain other circumstances listed in the 

Rules (‘‘Involuntary Termination 

Provisions’’) 11 and provisions that 

provide that Limited Members can 

voluntarily terminate their membership 

with NSCC. Section 5 of Rule 2B12

contains provisions relating to the 

voluntary termination of a Limited 

Member’s membership (collectively, the 

‘‘Voluntary Termination Provisions’’).13

The Voluntary Termination Provisions 

generally state that a Limited Member 

may terminate its membership by 

providing NSCC a voluntary termination 

notice, and such termination will not be 

effective until NSCC has accepted the 

termination notice. The Voluntary 

Termination Provisions provide that 

NSCC’s acceptance shall be evidenced 

by a notice to NSCC’s participants 

announcing the Limited Member’s 

termination and the effective date of the 

termination. 

(iii) Abandoned/Dormant Accounts 

Neither the Involuntary Termination 

Provisions nor the Voluntary 

Termination Provisions explicitly 

provide for a situation where a Limited 

Member does not provide a voluntary 

termination notice, stops using its 

account, and NSCC is unable to 

establish communications with the 

Limited Member. This could occur for 

instance if the Limited Member has 

gone out of business, merged into 

another entity and/or liquidated without 

notifying NSCC. Although Limited 

Members are required to notify NSCC of 

any material organizational changes and 

if they no longer meet continuing 

membership standards,14 NSCC may not 

know if a Limited Member has 

undergone such a change until NSCC 

has been notified, NSCC discovers the 

circumstances due to its ongoing 

monitoring of its Limited Members,15 or 

the Limited Member fails to deliver 

financial statements or other reports 

required to be delivered to NSCC 

periodically.16

It is likely in such a situation, that the 

Limited Member would eventually 

violate a Rule, such as failing to provide 

a Cybersecurity Confirmation 17 or 

another ongoing membership 

requirement, and NSCC would 

eventually become aware that the 

Limited Member has effectively 

abandoned the account. For instance, as 

a result of following up with Limited 

Members on the Cybersecurity 

Confirmation requirement, NSCC has 

recently discovered that there are 

currently Limited Members that have 

not used NSCC’s services for over 6 

months. In addition, NSCC has been 

unable to contact the designated 

authorized representatives of such 

Limited Members. 

NSCC could formally cease to act for 

such a Limited Member pursuant to the 

Involuntary Termination Provisions. If 

NSCC is unable to reach the Limited 

Member, or if NSCC knows that the 

Limited Member is unreachable 

because, for instance, it has gone out of 

business, NSCC does not believe that 

going through the steps of a cease to act, 

such as formally notifying the Limited 

Member with the grounds under 

consideration and its right to request a 

hearing, would be necessary or 

appropriate when NSCC has been 

unable to contact the Limited Member.18

In addition, NSCC uses resources to 

maintain accounts, such as monitoring 

for compliance of the Rules, conducting 

risk assessments of Limited Members 

and updating account documentation. If 

a Limited Member has ceased using an 

account, and NSCC cannot contact the 

Limited Member, NSCC would like to 

avoid continuing to use resources to 

maintain the account. 

NSCC is proposing to expand the 

Voluntary Termination Provisions to 

provide that a Limited Member would 

be deemed to have voluntarily 

terminated its membership if NSCC is 

unable to contact an authorized 

representative of the Limited Member, 

as designated by the Limited Member 

pursuant to Rule 5, and there has been 

no activity in the account by the 

Limited Member for at least 6 months. 

NSCC believes that in such situations, 

the Limited Member is effectively 

abandoning the account, which is 

equivalent to affirmatively taking action 

to close the account. 

(iv) Proposed Rule Changes 

NSCC is proposing to amend each of 

the Voluntary Termination Provisions to 

provide that a Limited Member may be 

deemed to have voluntarily terminated 

its membership if NSCC is unable to 

contact an authorized representative of 

the Limited Member, as designated by 

the Limited Member pursuant to Rule 5, 

and there has been no activity in the 

account by the Limited Member for at 

least 6 months. In addition, NSCC is 

proposing to add that any such deemed 

voluntary termination shall be effective 

when NSCC determines that the criteria 

for a deemed voluntary termination 

have been met (i.e., NSCC is unable to 

contact the Limited Member and the 

Limited Member hasn’t used its account 

for at least 6 months) and that NSCC’s 

determination shall be evidenced by a 

notice to NSCC’s participants 

announcing the Limited Member’s 

termination and the effective date of 

termination. 

(v) Implementation Timeframe 

NSCC would implement the proposed 

changes no earlier than thirty (30) days 

after the date of filing, or such shorter 

time as the Commission may designate. 

As proposed, a legend would be added 

to Rule 2B stating there are changes that 

were effective upon filing but have not 

yet been implemented. The legend 

would also state that NSCC would 

implement the proposed changes no 

earlier than thirty (30) days after the 

date of filing, or such shorter time as the 

Commission may designate. The legend 

would state that the legend would 

automatically be removed upon the 

implementation of the proposed 

changes. NSCC would announce the 

implementation date of the proposed 

changes by Important Notice posted to 

its website. 

2. Statutory Basis 

NSCC believes that the proposal is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a registered 

clearing agency. In particular, NSCC 

believes that the proposed rule changes 

are consistent with Section 17A(b)(3)(F) 


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19 15 U.S.C. 78q–1(b)(3)(F). 

20 17 CFR 240.17Ad–22(e)(18), (e)(23)(i). 

21 Id. 

22 Id. 

23 Id. 

24 17 CFR 240.17Ad–22(e)(18). 

25 Id. 

26 17 CFR 240.17Ad–22(e)(23)(i). 27 Id. 

of the Act 19 and Rules 17Ad–22(e)(18) 

and (e)(23)(i),20 each as promulgated 

under the Act, for the reasons described 

below. 

Section 17A(b)(3)(F) of the Act 

requires, in part, that the Rules be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions, to assure the 

safeguarding of securities and funds 

which are in the custody or control of 

NSCC or for which it is responsible and 

to remove impediments to and perfect 

the mechanism of a national system for 

the prompt and accurate clearance and 

settlement of securities transactions.21

The proposed revisions to the Voluntary 

Termination Provisions are consistent 

with Section 17A(b)(3)(F) of the Act 

because they would provide a clear and 

consistent standard relating to how 

NSCC would treat a Limited Member 

that is no longer using the account and 

that NSCC is unable to contact. 

Providing a clear and consistent 

standard would allow Limited Members 

to better understand NSCC’s and the 

Limited Members’ rights and obligations 

with respect to their membership. NSCC 

believes that when Limited Members 

better understand their rights and 

obligations regarding NSCC’s clearance 

and settlement services, they can better 

act in accordance with the Rules. NSCC 

believes that better enabling Limited 

Members to comply with the Rules 

would promote the prompt and accurate 

clearance and settlement of securities 

transactions by NSCC consistent with 

Section 17A(b)(3)(F) of the Act.22

In addition, NSCC believes that 

treating such a Limited Member as 

having voluntarily terminated would 

make the membership maintenance 

process more efficient by allowing 

NSCC to avoid wasting resources on 

maintaining accounts that are no longer 

used and avoid having to cease to act in 

cases where attempting to provide 

notice to the Limited Member is 

pointless and unnecessary. Allowing 

NSCC to deem such a Limited Member 

as having voluntarily terminated would 

increase efficiency of the account 

maintenance process and would free up 

resources at NSCC which would leave 

more resources to ensure the prompt 

and accurate clearance and settlement of 

securities transactions. As such, NSCC 

believes the proposed rule changes are 

consistent with Section 17A(b)(3)(F) of 

the Act.23

Rule 17Ad–22(e)(18) under the Act 

requires that NSCC establish, 

implement, maintain and enforce 

written policies and procedures 

reasonably designed to establish 

objective, risk based, and publicly 

disclosed criteria for participation, 

which permit fair and open access by 

direct and, where relevant, indirect 

participants and other financial market 

utilities, require participants to have 

sufficient financial resources and robust 

operational capacity to meet obligations 

arising from participation in the clearing 

agency, and monitor compliance with 

such participation requirements on an 

ongoing basis.24 NSCC believes that the 

proposed rule changes have been 

designed to meet the applicable 

provisions of Rule 17Ad–22(e)(18) 

because the proposed changes would 

provide publicly disclosed criteria 

relating to how NSCC would treat a 

Limited Member that is no longer using 

the account and that NSCC is unable to 

contact as having voluntarily terminated 

its participation. The proposed rule 

change would not adversely affect fair 

and open access because the deemed 

voluntary termination provisions would 

only be applied to those Limited 

Members that have not been using the 

service and that NSCC has been unable 

to contact. Moreover, the deemed 

voluntary termination provisions would 

constitute publicly disclosed 

requirements for maintaining 

participation at NSCC. Therefore, NSCC 

believes that its proposal to provide for 

a deemed voluntary termination is 

consistent with Rule 17Ad–22(e)(18) 

under the Act.25

Rule 17Ad–22(e)(23)(i) under the Act 

requires that NSCC establish, 

implement, maintain and enforce 

written policies and procedures 

reasonably designed to publicly disclose 

all relevant rules and material 

procedures, including key aspects of its 

default rules and procedures.26 NSCC 

believes that the proposed rule changes 

have been designed to meet the 

applicable provisions of Rule 17Ad– 

22(e)(23)(i) because the proposed 

changes would provide publicly 

disclosed criteria relating to how NSCC 

would remove a Limited Member that is 

no longer using the account and that 

NSCC is unable to contact as if such 

Limited Member had voluntarily 

terminated its participation. Therefore, 

NSCC believes that its proposal to 

provide for a deemed voluntary 

termination is consistent with Rule 

17Ad–22(e)(23)(i) under the Act.27

(B) Clearing Agency’s Statement on 

Burden on Competition 

NSCC does not believe that the 

proposed changes relating to the 

Voluntary Termination Provisions 

would have any impact on competition. 

These changes would provide a clear 

and consistent standard for how NSCC 

could treat all Limited Members that are 

no longer using an account and that 

NSCC is unable to contact. The 

proposed changes would not be adding 

any obligations on Limited Members 

that are using NSCC’s services. As such, 

NSCC believes the proposed rule 

changes would not have any impact on 

competition. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

NSCC has not received or solicited 

any written comments relating to this 

proposal. If any written comments are 

received by NSCC, they will be publicly 

filed as an Exhibit 2 to this filing, as 

required by Form 19b–4 and the General 

Instructions thereto. 

Persons submitting comments are 

cautioned that, according to Section IV 

(Solicitation of Comments) of the 

Exhibit 1A in the General Instructions to 

Form 19b–4, the Commission does not 

edit personal identifying information 

from comment submissions. 

Commenters should submit only 

information that they wish to make 

available publicly, including their 

name, email address, and any other 

identifying information. 

All prospective commenters should 

follow the Commission’s instructions on 

how to submit comments, available at 

https://www.sec.gov/regulatory-actions/ 

how-to-submit-comments. General 

questions regarding the rule filing 

process or logistical questions regarding 

this filing should be directed to the 

Main Office of the Commission’s 

Division of Trading and Markets at 

tradingandmarkets@sec.gov or 202– 

551–5777. 

NSCC reserves the right not to 

respond to any comments received. 

III. Date of Effectiveness of the 

Proposed Rule Change, and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: 

(i) significantly affect the protection of 

investors or the public interest; 


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28 15 U.S.C 78s(b)(3)(A). 

29 17 CFR 240.19b–4(f)(6). 

30 17 CFR 200.30–3(a)(12). 

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)(iii). 

5 17 CFR 240.19b–4(f)(6). 

6See SR–NYSECHX–2022–10. 

7 In 2013, the Commission approved the New 

York Stock Exchange LLC’s (‘‘NYSE’’) adoption of 

FINRA’s disciplinary rules. See Securities Exchange 

Act Release No. 69045 (March 5, 2013), 78 FR 

15394 (March 11, 2013) (SR–NYSE–2013–02). In 

2016, NYSE American LLC (‘‘NYSE American’’) 

adopted its Rule 8000 and Rule 9000 Series based 

on the NYSE and FINRA Rule 8000 and Rule 9000 

Series. See Securities Exchange Act Release Nos. 

77241 (February 26, 2016), 81 FR 11311 (March 3, 

(ii) impose any significant burden on 

competition; and 

(iii) become operative for 30 days 

from the date on which it was filed, or 

such shorter time as the Commission 

may designate, it has become effective 

pursuant to Section 19(b)(3)(A) 28 of the 

Act and paragraph (f) of Rule 19b–4(f)(6) 

thereunder.29

At any time within 60 days of the 

filing of the 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. 

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 rule-comments@

sec.gov. Please include File Number SR– 

NSCC–2022–007 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–NSCC–2022–007. 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 NSCC and on DTCC’s website 

(https://dtcc.com/legal/sec-rulefilings.aspx). 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–NSCC– 

2022–007 and should be submitted on 

or before June 28, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–12171 Filed 6–6–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95015; File No. SR– 

NYSECHX–2022–09] 

Self-Regulatory Organizations; NYSE 

Chicago, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Adopt a New Rule 

11.2210 

June 1, 2022. 

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 May 20, 

2022, the NYSE Chicago, Inc. (‘‘NYSE 

Chicago’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Exchange filed the proposed rule change 

as a ‘‘non-controversial’’ proposed rule 

change pursuant to Section 

19(b)(3)(A)(iii) of the Act 4 and Rule 

19b–4(f)(6) thereunder.5 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes, in 

connection with a companion filing to 

adopt investigation, disciplinary, 

sanction, and other procedural rules 

modeled on the rules of its affiliates, to 

adopt a new Rule 11.2210 governing 

communications with the public that 

would incorporate FINRA Rule 2210 by 

reference and rename and amend 

Article 8, Rule 13 governing advertising, 

promotion and telemarketing. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In connection with a companion filing 

to adopt investigation, disciplinary, 

sanction, and other procedural rules 

modeled on the rules of its affiliates,6

the Exchange proposes to adopt a new 

Rule 11.2210 (Communications with the 

Public) governing communications with 

the public that would incorporate 

FINRA Rule 2210 by reference and 

rename and amend Article 8, Rule 13 

governing advertising, promotion and 

telemarketing. 

Background 

Beginning in 2013, each of the 

Exchange’s affiliates have adopted rules 

relating to investigation, discipline, 

sanction, and other procedural rules 

based on the rules of the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’).7 To facilitate rule 


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