570 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

13 15 U.S.C. 78q–1(b)(3)(I). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

exchange to not be subject to the 

delayed novation time set forth in 

Article XII, Section 7 of OCC’s By-Laws. 

The proposed rule change therefore 

ensures that OCC’s rules explain the 

time at which OCC would novate Block 

Trades and thereby promotes the 

prompt and accurate clearance and 

settlement of securities transactions. In 

addition, as a result of OCC novating 

certain Block Trades at commencement 

time, the proposed rule change removes 

impediments to and perfects the 

mechanisms of a national system for the 

prompt and accurate clearance and 

settlement of securities transactions 

because the time at which OCC novates 

trades submitted by exchanges for 

clearance and settlement will be more 

uniform across different product types. 

The proposed rule change is not 

inconsistent with the existing rules of 

OCC, including any other rules 

proposed to be amended. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

OCC does not believe that the 

proposed rule change would impose any 

burden on competition.13 The proposed 

rule change will provide that Block 

Trades executed at reasonable prices 

will not be subject to delayed novation 

by OCC. The proposed rule change 

would not unfairly inhibit access to 

OCC’s services or disadvantage or favor 

any particular user in relationship to 

another user because the proposed rule 

change would be applied uniformly to 

all Block Trade transactions, regardless 

of the identity of the clearing member 

for whose account the trade was 

reported and the exchange through 

which the trade is reported to OCC. 

Moreover, the proposed interpretation 

to Article XII, Section 7 will apply 

uniformly to all futures exchanges that 

submit trades to OCC for clearance and 

settlement. 

For the foregoing reasons, OCC 

believes that the proposed rule change 

is in the public interest, would be 

consistent with the requirements of the 

Act applicable to clearing agencies, and 

would not impose a burden on 

competition. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

Written comments on the proposed 

rule change were not and are not 

intended to be solicited with respect to 

the proposed rule change and none have 

been received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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– 

OCC–2014–23 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–OCC–2014–23. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 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 OCC and on OCC’s Web site at 

http://www.theocc.com/components/

docs/legal/rules_and_bylaws/sr_occ_14_

23.pdf. 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–OCC–2014–23 and should 

be submitted on or before January 27, 

2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30897 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73962; File No. SR–NYSE– 

2014–67] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending the 

Bylaws of the Exchange’s Ultimate 

Parent Company, Intercontinental 

Exchange, Inc., To Designate Its Chief 

Strategic Officer, Chief Technology 

Officer and General Counsel as 

‘‘Senior Officers’’ of ICE 

December 30, 2014. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on December 

22, 2014, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The 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 the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend the 

Bylaws (the ‘‘ICE Bylaws’’) of the 

Exchange’s ultimate parent company, 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

to designate its Chief Strategic Officer, 

Chief Technology Officer and General 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 571 

3 ICE owns 100% of the equity interest in ICE 

Holdings, Inc. (‘‘ICE Holdings’’), which in turn 

owns 100% of the equity interest in NYSE 

Holdings, LLC (‘‘NYSE Holdings’’). NYSE Holdings 

owns 100% of the equity interest of NYSE Group, 

Inc., which in turn directly or indirectly owns 

100% of the equity interest of three registered 

national securities exchanges and self-regulatory 

organizations—the Exchange, NYSE Arca, Inc. 

(‘‘NYSE Arca’’) and NYSE MKT LLC (‘‘NYSE 

MKT’’). 

4The Exchange’s affiliates NYSE Arca and NYSE 

MKT have also submitted the same proposed rule 

filing in connection with the ICE Bylaw 

amendment. 

5 15 U.S.C. 78p. 

6A copy of the proposed amendment to the ICE 

Bylaws is attached as Exhibit 5A. An extract from 

the resolutions adopted by the ICE board of 

directors on February 28, 2014 authorizing the 

proposed amendment is attached as Exhibit 5B. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). 

11 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, along with a brief 

description and the text of 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 

Commission has waived the five-day prefiling 

requirement in this case. 

12 17 CFR 240.19b–4(f)(6). 

Counsel as ‘‘Senior Officers’’ of ICE. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange seeks approval for its 

ultimate parent entity ICE 3 to amend 

the ICE Bylaws to designate its Chief 

Strategic Officer, Chief Technology 

Officer and General Counsel (each, a 

‘‘Designated Officer’’ and together, the 

‘‘Designated Officers’’) as ‘‘Senior 

Officers’’ of ICE. Each Designated 

Officer was a Senior Officer under the 

ICE Bylaws prior to the acquisition by 

ICE of NYSE Euronext in 2013 because 

each also was a Senior Vice President. 

Under the ICE Bylaws, all Senior Vice 

Presidents are Senior Officers. As Senior 

Officers, the Designated Officers were 

entitled under Article X, Section 10.6 of 

the ICE Bylaws to indemnification by 

ICE against certain actions, suits and 

proceedings. 

Upon consummation of the 

acquisition of NYSE Euronext, the three 

titles were streamlined and the term 

‘‘Senior Vice President’’ was eliminated. 

Specifically, the officer whose former 

title was ‘‘Senior Vice President, Chief 

Strategic Officer’’ is now ‘‘Chief 

Strategic Officer’’; the officer whose 

former title was ‘‘Senior Vice President, 

Chief Technology Officer’’ is now 

‘‘Chief Technology Officer’’; and the 

officer whose title was formerly ‘‘Senior 

Vice President, General Counsel’’ is now 

‘‘General Counsel’’. The proposed 

amendment to the ICE Bylaws would 

assure that the Designated Officers 

continue to be identified as ‘‘Senior 

Officers’’ of ICE and therefore eligible 

for indemnification under Article X, 

Section 10.6 of the ICE Bylaws. The 

proposed rule change would not extend 

the indemnification provisions of the 

ICE Bylaws to any officers that were not 

historically indemnified nor would it 

alter the scope of the indemnity 

provided.4

Under the proposed amendment, 

Section 5.1 of the ICE Bylaws would be 

amended to identify by title additional 

officers that the board of directors may 

choose, specifically a Chief Strategic 

Officer, a Chief Technology Officer and 

a General Counsel (the ‘‘Designated 

Officers’’). Section 5.1 would also be 

amended to expand the definition of the 

term ‘‘Senior Officer’’ to include the 

Designated Officers and any other 

officer designated a ‘‘Senior Officer’’ by 

the Board or the Compensation 

Committee of the Board from time to 

time in its sole discretion. The 

amendments also would provide that 

any employee deemed an officer of the 

Corporation under Section 16 of the 

Exchange Act 5 will be deemed a Senior 

Officer for purposes of the Bylaws.6

2. Statutory Basis 

The Exchange believes that this filing 

is consistent with Section 6(b) of the 

Exchange Act,7 in general, and Section 

6(b)(5) of the Exchange Act,8 in 

particular, because the proposed rule 

change summarized herein would be 

consistent with and facilitate a 

governance and regulatory structure that 

is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to, and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. The clarification of the 

right to indemnification will enhance 

the ability of the Designated Officers to 

carry out their responsibilities as 

officers of ICE, including their 

responsibilities under the Exchange Act. 

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 in the U.S. or European securities 

markets or have any impact on 

competition in those markets; rather, the 

clarification of the right to 

indemnification will enhance the ability 

of the Designated Officers to carry out 

their responsibilities as such, including 

their responsibilities under the 

Exchange Act. 

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) of the Act 9 and Rule 19b– 

4(f)(6) thereunder.10 Because the 

foregoing 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 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) of the Act and Rule 19b– 

4(f)(6) thereunder.11

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 12 normally does not become 

operative for 30 days after the date of its 


tkelley on DSK3SPTVN1PROD with NOTICES
572 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices 

13 17 CFR 240.19b–4(f)(6)(iii). 

14For 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). 

15 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. 

4A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as 

an open-end investment company or similar entity 

that invests in a portfolio of securities selected by 

its investment adviser consistent with its 

investment objectives and policies. In contrast, an 

open-end investment company that issues 

Investment Company Units, listed and traded on 

the Exchange under NYSE Arca Equities Rule 

5.2(j)(3), seeks to provide investment results that 

correspond generally to the price and yield 

performance of a specific foreign or domestic stock 

index, fixed income securities index or combination 

thereof. 

5The Commission has previously approved 

listing and trading on the Exchange of a number of 

actively managed funds under Rule 8.600. See, e.g., 

Securities Exchange Act Release Nos. 57801 (May 

8, 2008), 73 FR 27878 (May 14, 2008) (SR– 

NYSEArca–2008–31) (order approving Exchange 

listing and trading of twelve actively-managed 

filing. However, Rule 19b–4(f)(6)(iii) 13

permits the Commission to 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 Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because the clarification of the right to 

indemnification may enhance the ability 

of the relevant officers of ICE to carry 

out their responsibilities as such, 

including their responsibilities under 

the Exchange Act, without delay. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.14

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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– 

NYSE–2014–67 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2014–67. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

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–NYSE– 

2014–67, and should be submitted on or 

before January 27, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30898 Filed 1–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73958; File No. SR– 

NYSEArca–2014–143] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to Listing and 

Trading of Shares of the SPDR®

DoubleLine Total Return Tactical ETF 

Under NYSE Arca Equities Rule 8.600 

December 30, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

17, 2014, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. 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 to list and 

trade shares of the SPDR® DoubleLine 

Total Return Tactical ETF under NYSE 

Arca Equities Rule 8.600 (‘‘Managed 

Fund Shares’’). The text of the proposed 

rule change is available on the 

Exchange’s Web site at www.nyse.com, 

at the principal office of the Exchange, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade shares (’’Shares’’) of the following 

under NYSE Arca Equities Rule 8.600, 

which governs the listing and trading of 

Managed Fund Shares: 4 SPDR®

DoubleLine Total Return Tactical ETF 

(‘‘Fund’’).5 The Shares will be offered by 


tkelley on DSK3SPTVN1PROD with NOTICES