[Federal Register Volume 82, Number 162 (Wednesday, August 23, 2017)]
[Notices]
[Pages 40044-40050]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-17808]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81419; File No. SR-NYSEArca-2017-40]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment No. 2 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 2, in Connection 
With the Proposed Merger of Its Wholly Owned Subsidiary NYSE Arca 
Equities, Inc. With and Into the Exchange

August 17, 2017.

I. Introduction

    On June 2, 2017, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change in connection with the proposed merger of the 
Exchange's wholly-owned subsidiary NYSE Arca Equities Inc. (``NYSE Arca 
Equities'') with and into the Exchange. The proposed rule change would 
amend: (1) Article III, Sections 3.01, 3.02 and 4.02 of the Amended and 
Restated NYSE Arca, Inc. Bylaws (``Bylaws''); (2) certain rules of the 
Exchange to facilitate the integration of NYSE Arca Equities and create 
a single rulebook; (3) the NYSE Options Fee Schedule (``Options Fee 
Schedule''); and (4) the Schedule of Fees and Charges for Exchange 
Services (``Listing Fee Schedule''). In addition, the proposed rule 
change would remove the NYSE Arca Equities organizational documents, 
the rules of NYSE Arca Equities, and the NYSE Arca Equities Schedule of 
Fees and Charges for Exchange Services (``Equities Fee Schedule'') from 
the Exchange's rules and adopt a new fee schedule for the Exchange's 
equities market (``NYSE Arca Equities Fee Schedule''). The proposed 
rule change was published for comment in the Federal Register on June 
20, 2017.\3\ The Commission received no comment letters on the proposed 
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 80929 (June 14, 
2017), 82 FR 28157 (``Notice'').
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    On August 11, 2017, the Exchange filed Amendment No. 1 to the 
proposed rule change. On August 15, 2017, the Exchange withdrew 
Amendment No. 1 and filed Amendment No. 2 to the proposed rule 
change.\4\ In Amendment No. 2, the Exchange proposes to: (1) Reflect 
changes to its proposed rule text that result from other filings that 
became effective after the Exchange filed the instant proposed rule 
change; (2) make clarifying changes to the proposed text of NYSE Arca 
Rule 3.2(b)(2)(C)(ii) regarding the Nominating Committee; and (3) 
correct typographical errors or revise cross-references in the proposed 
rule text. In addition, instead of proposing to delete the Equities Fee 
Schedule and to adopt a new fee schedule for the equities market, the 
Exchange proposes to amend the existing Equities Fee Schedule.
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    \4\ In Amendment No. 2, the Exchange proposes, among other 
things, to amend the proposed rule change to reflect changes to the 
rules of NYSE Arca Equities, the Options Fee Schedule, and the 
Equities Fee Schedule that occurred after the Exchange had filed the 
proposed rule change. See Section II.D., infra, for a more detailed 
description of Amendment No. 2. Amendment No. 2 is available at: 
https://www.sec.gov/comments/sr-nysearca-2017-40/nysearca201740-2221802-160732.pdf.
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    The Commission is publishing this notice of Amendment No. 2 to the 
proposed rule change and is approving the proposed rule change, as 
modified by Amendment No. 2, on an accelerated basis.

II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 2

    Currently, the Exchange operates its options market directly and 
has delegated certain responsibilities for operating its equities 
market to NYSE Arca Equities, its wholly-owned subsidiary.\5\ The 
Exchange maintains two rulebooks, the NYSE Arca rules for its options 
market and the NYSE Arca Equities rules for its equities market.\6\ The 
Exchange proposes to merge NYSE Arca Equities with and into the 
Exchange (``Merger''). After the Merger, the Exchange would directly 
operate both the options and equities markets and would maintain a 
single rulebook.
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    \5\ NYSE Arca Equities Rule 3.4 states that the Exchange, ``as a 
self-regulatory organization registered with the Securities and 
Exchange Commission pursuant to Section 6 of the Exchange Act,'' has 
ultimate responsibility for NYSE Arca Equities.
    \6\ There are separate fee schedules and organizational 
documents for NYSE Arca Equities.
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    To effect these changes, the Exchange proposes to: (1) Terminate 
the existing delegation to NYSE Arca Equities and remove the NYSE Arca 
Equities organizational documents and NYSE Arca Equities rulebook from 
the Exchange's rules; (2) amend the Exchange's corporate governance 
structure to integrate the representation and oversight of Equity 
Trading Permit holders (``ETP Holders'') and amend the composition 
requirements of the Exchange's Board of Directors (``Board''); (3) 
integrate the current NYSE Arca Equities rules into the NYSE Arca 
rules; and (4) revise its fee schedules to reflect the Merger. The 
Exchange proposes that these changes would become operative upon the 
completion of the Merger. The Exchange has stated that it would 
complete the Merger following the approval of the instant proposed rule 
change, on a date to be determined by the Board.\7\ The proposed 
changes to the Exchange's Bylaws, rules and fee schedules are described 
in further detail below.
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    \7\ Although the Exchange states that it intends to complete the 
Merger following the approval of the proposed rule change, the 
Exchange confirms that the proposed amendments to its nomination and 
election processes with respect to the Non-Affiliated Director 
positions would be implemented in connection with its next annual 
meeting, consistent with Section 3.02(c) and (e) of its Bylaws. See 
Amendment No. 2, supra note 4. See also Section II.B., infra, for a 
discussion of the proposed changes to the Exchange's governance.
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A. Termination of Delegation and Removal of NYSE Arca Equities Rules

    To effect the Merger, the Exchange proposes to terminate the 
delegation to NYSE Arca Equities of the operation of its equities 
market.\8\ Accordingly, the Exchange proposes to remove NYSE Arca 
Equities Rules 14.1 and 14.2, which set forth the delegation to NYSE 
Arca Equities and the authority and functions retained by the Exchange, 
from its rules. The Exchange proposes to

[[Page 40045]]

remove from its rules the NYSE Arca Equities corporate governance 
documents (the NYSE Arca Equities Certificate of Incorporation and the 
NYSE Arca Equities Bylaws) and the separate NYSE Arca Equities rulebook 
and would amend the Equities Fee Schedule \9\ and the Listing Fees 
Schedule. The Exchange proposes that rules governing NYSE Arca Equities 
would be incorporated into its consolidated rulebook, as further 
described herein.
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    \8\ The Exchange delegated certain responsibilities for 
operating its equities market to NYSE Arca Equities, but retained 
ultimate responsibility for the equities market (including the 
responsibility to ensure the fulfillment of statutory and self-
regulatory obligations).
    \9\ See Amendment No. 2, supra note 4.
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B. Proposed Changes to the Exchange's Governance

    The Exchange proposes to amend its Bylaws and rules to incorporate 
the direct representation by and oversight of Equity Trading Permit 
Holders (``ETP Holders'') into its governance structure (which 
currently references Options Trading Permit Holders (``OTP Holders'')), 
and to make other changes to its governance requirements. Specifically, 
the Exchange proposes to make changes to its Board's composition and 
oversight authority; to amend its nominating process; and to modify the 
composition of various committees of the Board and the Exchange. The 
provisions pertaining to these aspects of the Exchange's corporate 
governance structure are contained primarily in Article III, Section 3 
of its Bylaws and Exchange Rule 3.
1. Board Authority and Composition Changes
    The Exchange proposes to amend Article III, Section 3.01(b) of the 
Bylaws, which describes the powers of the Board, to add to the Board's 
authority matters pertaining to ETP Holders. Under this proposed 
amendment, the Bylaws would define the terms ``Options Trading Permit 
Holders'' and ``Equities Permit Trading Holders'' and would 
collectively refer to both of these categories as ``Permit Holders.''
    In addition, the Exchange proposes to amend Article III, Section 
3.02(a) of its Bylaws to modify the requirement relating to the 
nomination of directors by the Exchange's members.\10\ Currently, 
Section 3.02(a) provides that at least twenty percent (20%) of the 
Board's directors shall consist of individuals nominated by the trading 
permit holders, with at least one director nominated by the Equity 
Trading Permit Holders of NYSE Arca Equities and one director nominated 
by the Permit Holders (i.e., the Options Trading Permit Holders) of the 
Exchange. The proposed rule change would eliminate this compositional 
requirement and instead would add a definition of ``Non-Affiliated 
Directors'' to refer to the directors to be nominated collectively by 
the Permit Holders,\11\ and would provide that all Permit Holders 
nominate the Non-Affiliated Directors as part of a single process.\12\ 
With respect to the provision relating to the requirement that least 20 
percent (20%) of the Board's directors be Non-Affiliated Directors, the 
Exchange proposes that if a whole number does not result, the number of 
Non-Affiliated Directors to be nominated and selected by the Permit 
Holders would be rounded up to the next whole number.
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    \10\ The Exchange does not propose to modify the requirement in 
Article III, Section 3.02(a) that at least fifty percent (50%) of 
the directors be persons from the public and not be, or be 
affiliated with, a broker-dealer in securities or employed by, or 
involved in any material business relationship with, the Exchange or 
its affiliates.
    \11\ The proposed amendments to Article III, Section 3.01(a) of 
the Bylaws would define the term ``Non-Affiliated Directors'' to 
refer to the directors nominated by the Permit Holders.
    \12\ The Exchange represents that its proposed process is 
comparable to existing processes for nominating directors by other 
national securities exchanges that operate options and equities 
markets, specifically NYSE MKT LLC (n/k/a NYSE American LLC), The 
NASDAQ Stock Market LLC, and Nasdaq BX, Inc. See Notice, supra note 
3, at 28158-59.
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    The Exchange also proposes to make other changes to the Board's 
composition that the Exchange states would be consistent with similar 
provisions of its affiliated national securities exchanges.\13\ 
Specifically, the Exchange proposes to remove the requirement that the 
Board must consist of between eight and twelve directors, as determined 
by the Board. The Exchange proposes instead that its holding member, 
NYSE Group, Inc. (``NYSE Group'') would determine the number of 
directors to serve on the Board, subject to the other Board composition 
requirements in Section 3.02(a), and that there no longer would be a 
minimum or maximum number of required directors.
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    \13\ The Exchange's affiliates include the New York Stock 
Exchange LLC, NYSE MKT LLC (n/k/a NYSE American LLC), and NYSE 
National, Inc. See Notice, supra note 3, at 28158.
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2. Nomination Process
    The Exchange proposes corresponding changes to current Rule 
3.2(b)(2), relating to the Nominating Committee, to integrate the role 
of ETP Holders and OTP Holders (or their Allied Persons or their 
Associated Persons) into a unitary process for the nomination of the 
Non-Affiliated Directors.\14\ The proposed amendments to Rule 3.2(b)(2) 
would: (i) Add the representation of ETP Holders to the nomination and 
petition processes regarding Non-Affiliated Directors; (ii) revise 
various other provisions of the current rule that refer solely to OTP 
Holders to include references to ETP Holders; and (iii) make other 
changes to reflect the proposed unified process for the nomination of 
the Non-Affiliated Directors by the Permit Holders.
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    \14\ Rule 3.2(b)(2) governing the Nominating Committee is 
proposed to be redesignated as Rule 3.2(b)(3).
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    Current Rule 3.2(b)(2)(A) contains the composition requirements for 
the Nominating Committee, which currently nominates the director 
selected by the OTP Holders to the Board. The current composition of 
the Nominating Committee consists of six (6) OTP Holders or Allied 
Persons or Associated Persons of an OTP Firm.\15\ Under the proposal, 
the composition of the Nominating Committee would be amended to consist 
of three (3) OTP Holders or Allied Persons or Associated Persons of an 
OTP Firm, and three (3) ETP Holders or Allied Persons or Associated 
Persons of an ETP Holder. The Exchange also proposes to amend current 
Rule 3.2(b)(2)(C)(ii) to allow the Nominating Committee to publish the 
names of one (1) of more OTP Holder(s) or Allied Person(s) or 
Associated Person(s) of an OTP Firm or ETP Holder(s) or Allied 
Persons(s) of Associated Person(s) of an ETP Holder as its nominee(s) 
for Non-Affiliated Directors of the Board.\16\
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    \15\ See current Rule 3.2(b)(2)(A).
    \16\ Current Rule 3.2(b)(2) provides that only an OTP Holder or 
Allied Person or Associated Person of an OTP Firm could be a nominee 
for a Board seat. See Rule 3.2(b)(2)(C)(ii).
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    Because the proposal would eliminate the two categories of 
directors currently nominated by the OTP Holders and ETP Holders and 
would provide for a unitary process for nominating Non-Affiliated 
Directors, the Exchange proposes to: (i) Require the Nominating 
Committee to name all Non-Affiliated Director nominees that would be 
required under the revised rule; \17\ (ii) delete a provision regarding 
the procedure for determining whether an additional permit holder 
representative must be an ETP Holder or an OTP Holder, if the Board 
were composed of more than 10 individuals; and (iii) require that the 
Nominating Committee name sufficient nominees so that at least 20 
percent (20%) of the directors are Non-Affiliated Directors.
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    \17\ Proposed Rule 3.2(b)(2)(C)(ii) would require the Nominating 
Committee to nominate one or more nominees so that at least twenty 
percent (20%) of the Directors consist of Non-Affiliated Directors.
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    The Exchange also proposes to amend its rules to incorporate ETP 
Holders into the petition process for candidates for

[[Page 40046]]

the position of Non-Affiliated Director \18\ and into the process for 
contested nominations (that is, the Exchange's process for selecting a 
nominee when the number of nominees exceeds the number of available 
Non-Affiliated Director positions).\19\ The Exchange proposes to have 
the Permit Holders, rather than just the OTP Holders, participate in 
these processes.\20\
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    \18\ See proposed Rule 3.2(b)(3)(C)(ii).
    \19\ See proposed Rule 3.2(b)(3)(C)(iii).
    \20\ With respect to the contested nomination process in current 
Rule 3.2(b)(2)(C)(iii), the Exchange proposes to revise the 
provision for calculating limits on the percentage of votes that can 
be provided by a given Permit Holder and its associated OTP Firm to 
include in the calculation any ETP Holder who is deemed an affiliate 
of the relevant Permit Holder.
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    Finally, the Exchange proposes to remove obsolete rule text from 
Rule 3.2(b)(C)(i).\21\
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    \21\ The current rule sets forth the membership of the initial 
Board at the time of the Exchange's reorganization and the amended 
rule would be designated as ``Reserved.''
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3. Board and Permit Holder Committees
    The Exchange proposes to amend its Bylaws and rules to integrate 
ETP Holders and NYSE Arca Equities committees into the Exchange 
committee structure.
    The Exchange proposes to revise Exchange Rule 3.1, which governs 
committees consisting partly or entirely of directors of the Exchange 
(that is, Board committees), and Exchange Rule 3.2, which governs 
committees consisting of people other than Exchange directors, to 
include the representation of ETP Holders. To accomplish this 
integration, the Exchange proposes to replace references to ``Options 
Committee'' and ``Options Committees'' with ``Exchange Committee'' and 
``Exchange Committees,'' respectively, in Rules 3.1 and 3.2(a). The 
Exchange also proposes to add ETP Holders to the list of persons 
eligible for appointment to the Exchange Committees, as regular or 
alternate members, in Rules 3.2(a)(8) and 3.2(a)(9), respectively.
    In addition, the Exchange proposes to add the current NYSE Arca 
Equities Business Conduct Committee (``BCC'') as an Exchange Committee 
in new Rule 3.2(b)(2) and include the same rule text that is in current 
NYSE Arca Equities Rule 3.2(b)(1), except that the references to 
current NYSE Arca Equities rules would be updated with the 
corresponding references to the rules in the proposed consolidated 
rulebook,\22\ and references to the ``Board,'' which in the current 
rule means the board of directors of NYSE Arca Equities, would become 
references to the Exchange's Board. Under the proposal, disciplinary 
proceedings of NYSE Arca Equities involving ETP Holders and associated 
persons would continue to be heard by the BCC, while disciplinary 
proceedings of NYSE Arca involving OTP Holders, OTP Firms, and 
associated persons would continue to be heard by its current 
disciplinary committee, the Ethics and Business Conduct Committee 
(``EBCC''). The Exchange also proposes to add the EBCC to the list of 
Exchange committees in Article IV, Section 4.02 of the Bylaws (the BCC 
is currently listed in this Bylaws section) and to remove obsolete 
references to the ``Permit Holder Advisory Committee.''
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    \22\ Specifically, references to Rules 4, 10, and 11.9 would be 
updated with references to Rules 4-E, 10, and 13.9, respectively.
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    Finally, the Exchange proposes to make conforming changes to 
subparagraphs (A) and (B) of Rule 3.3(a)(2) regarding the composition 
of the Committee for Review (``CFR'') and the CFR Appeals Panel.\23\
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    \23\ The Exchange proposes to use the term ``the Exchange'' in 
place of ``NYSE Arca Equities'' and the term ``Non-Affiliated 
Director(s)'' to refer to directors who represent the Permit 
Holders.
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4. NYSE Arca, L.L.C. and Archipelago Securities, L.L.C.
    The Exchange proposes to add new Rule 3.12 to its rulebook, which 
would address access to and the status of the books, records, premises, 
officers, directors, agents, and employees of NYSE Arca, L.L.C. and its 
broker-dealer affiliate, Archipelago Securities, L.L.C. (``Arca 
Securities''), to the extent that the business activities of Arca 
Securities are deemed a facility of the Exchange. Proposed Rule 3.12 
would be substantially the same as current NYSE Arca Equities Rule 
14.3, except that the term ``the Exchange'' would replace several 
references to NYSE Arca and NYSE Arca Equities, and one reference to 
``NYSE Arca Equities'' would be deleted.
5. Other Conforming Changes to Rule 3
    Finally, the Exchange proposes to make other conforming changes in 
other provisions of Rule 3. Specifically, in Rules 3.7 (Dues, Fees and 
Charges), 3.8 (Liability for Payment), and 3.10 (Certain 
Relationships), the Exchange proposes to add ETP Holders to existing 
references to OTP Holders and OTP Firms.

C. Integration of NYSE Arca Equities Rules Into the NYSE Arca Rules

    The Exchange currently maintains two rulebooks, the NYSE Arca rules 
for its options market and the NYSE Arca Equities rules for its 
equities market. In connection with the Merger and the termination of 
the Delegation, the Exchange proposes to integrate the two sets of 
rules into a single rulebook. The resulting rulebook would have three 
types of rules: (i) Rules that apply to both markets; (ii) rules that 
apply only to the options market, to be indicated by an ``-O'' appended 
to the end of the rule number; and (iii) rules that apply only to the 
equities market, to be indicated by an ``-E'' appended to the end of 
the rule number.
    The Exchange proposes certain changes to various rules, as 
summarized below, that are intended to implement the Merger and the 
integration of its options and equities rules.\24\ The Exchange 
represents that, except as otherwise stated in its proposal, the 
proposed changes are not intended to change the substance of the NYSE 
Arca or NYSE Arca Equities rules, but are organizational in nature.\25\
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    \24\ These proposed changes are described in greater detail in 
the Notice, supra note 3, at 28161-68.
    \25\ According to the Exchange, the proposed organization of its 
rules would be similar to that of its affiliate NYSE MKT (n/k/a NYSE 
American LLC), which has rules of general application and rules 
specific to its equity and options markets. See Notice, supra note 3 
at 28161.
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    In addition to the changes to specific rules noted below, the 
Exchange proposes certain changes that would apply to the entire set of 
Exchange rules. Specifically, the Exchange proposes to update cross-
references to various rules to reflect proposed revisions to the titles 
and the renumbering of various rules \26\ and to update references to 
defined terms to reflect proposed changes to those defined terms.\27\
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    \26\ For example, a cross reference to ``NYSE Arca Equities Rule 
5.2(j)(6)'' would be amended to ``NYSE Arca Rule 5.2-E(j)(6).'' 
References to renumbered rules also would be updated. For example, 
the Exchange proposes to add Commentary .01 from NYSE Arca Equities 
Rule 2.17 to Rule 2.18 and the references to ``Rule 2.17'' in 
Commentary .01 would be updated to ``Rule 2.18.''
    \27\ Specifically, the Exchange proposes to replace references 
to the ``Corporation'' in the existing rules with references to the 
``Exchange.''
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1. General Rules
    NYSE Arca Rules 0 (Regulation of the Exchange, OTP Holders, OTP 
Firms and ETP Holders), 1 (Definitions), 2 (Trading Permits), and 3 
(Organization and Administration) would be grouped under the heading 
``General Rules'' and would apply to both options and equities markets. 
These rules would contain changes based on the incorporation of NYSE 
Arca Equities Rules 0 through 3. Specifically, the Exchange proposes 
the following changes to Rules 0, 1, and 2.\28\
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    \28\ The proposed changes to Rule 3 are addressed in Part II.B., 
above. For a detailed description of the proposed changes to Rule 3, 
see Notice, supra note 3.

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    For Exchange Rule 0, which references the Exchange's Regulatory 
Services Agreement with FINRA, the Exchange proposes to include ``and 
ETP Holders'' in the title because both sets of rules currently have 
the same rule text for Rule 0.
    For Exchange Rule 1, which contains definitions used in the 
Exchange rules, the Exchange proposes to: (1) Add definitions from the 
NYSE Arca Equities rules that are unique to the equities market; (2) 
amend definitions that are common to both markets to reflect their 
common application, either by incorporating references to ETP Holders 
and the equities market or harmonizing differences between common terms 
currently used in both sets of rules; and (3) update the definitions to 
reflect changes contained elsewhere in the Exchange's proposal.
    For Exchange Rule 2, which governs trading permits, the Exchange 
proposes to: (1) Amend the rule to clarify its application to ETP 
Holders and OTP Holders and OTP Firms; (2) add language identifying 
certain provisions that apply only to OTP Holders and OTP Firms; (3) 
incorporate certain defined terms and provisions that are unique to ETP 
Holders from NYSE Arca Equities Rule 2, along with language clarifying 
that those provisions apply only to ETP Holders; (4) move NYSE Arca 
Rule 9.17 (Books and Records) into a proposed new rule, Rule 2.28, 
which corresponds with NYSE Arca Equities Rule 2.24 (ETP Books and 
Records); and (5) insert ``Exchange'' in lieu of an erroneous reference 
to ``Corporation.''
2. Options Rules
    As noted in Section II.C. above, the Exchange proposes to indicate 
those rules that apply solely to the options market by appending an ``-
O'' at the end of the rule number. NYSE Arca Rules 4-O (Capital 
Requirements, Financial Reports, Margins--Options), 5-O (Options 
Contracts Traded on the Exchange), 6-O (Options Trading), 7-O (General 
Options Trading Rules), 8-O (Reserved), and 9-O (Conducting Business 
with the Public--Options) (collectively, the ``Options Rules'') would 
be grouped under the heading ``Options Rules'' and would apply to only 
the options market.
    The Exchange proposes that the Options Rules would be substantially 
the same as current NYSE Arca Rules 4 through 9, except that the 
Exchange proposes to: (1) Revise the titles of these rules to reflect 
that they would apply solely to options; (2) indicate that Rule 9.17 is 
``Reserved;'' \29\ and (3) correct an erroneous cross-reference in Rule 
4.16(d)(9)(G) (Other Provisions).
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    \29\ As noted in Section II.C.1., supra, the Exchange would move 
this provision to proposed Rule 2.28.
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3. Equities Rules
    As noted in Section II.C. above, the Exchange proposes to indicate 
those rules that apply solely to the equities market by appending an 
``-E'' at the end of the rule number. NYSE Arca Rules 4-E (Capital 
Requirements, Financial Reports, Margins--Equities), 5-E (Equities 
Listings), 6-E (Order Audit Trail System), 7-E (Equities Trading), 8-E 
(Trading of Certain Equity Derivatives), and 9-E (Conducting Business 
with the Public--Equities) (collectively, the ``Equities Rules'') would 
be grouped under the heading ``Equities Rules'' and would apply only to 
the equities market.\30\
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    \30\ The Exchange proposes that NYSE Arca Equities Rule 6 
(Business Conduct) and Rule 5220 (Disruptive Quoting and Trading 
Activity Prohibited) would be integrated into Exchange Rule 11 
(Business Conduct). Those proposed changes are further described in 
Section II.C.4., infra, which describes the proposed changes to Rule 
11.
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    These proposed new Equities Rules would be substantially the same 
as current NYSE Arca Equities Rules 4 through 5, 7 through 9, the 
Conduct Rules, and the Order Audit Trail System Rules. However, the 
Exchange proposes several changes to: (1) Modify the organization of 
those rules; \31\ (2) delete references to the Delegation or the pre-
Merger arrangement between NYSE Arca Equities and the Exchange; (3) 
remove obsolete provisions; (4) update these rules to reflect the 
appropriate defined terms as result of the changes in the Exchange's 
proposal; and (5) correct cross-references.\32\
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    \31\ As further described in the Notice, supra note 3, the 
Exchange proposes that its Conduct Rules and Order Audit Trail 
System Rules would be located in proposed Rules 9-E and 6-E, 
respectively. Currently, these rules are located in NYSE Arca 
Equities Rules 2010 through 5320 and NYSE Arca Equities Rules 7410 
through 7470, respectively.
    \32\ The proposed rule change also would incorporate into the 
Exchange's rules the amended versions of proposed Rules 7.10-E, 
7.11-E, 7.31-E, and 7.35-E, which have been approved but are not yet 
operative. However, under the proposal, only the currently operative 
versions of these rules would appear in the Exchange rulebook. A 
notice disclosing that an amended but not yet operative version of 
the rule exists, along with links to the amended version of the rule 
and the relevant approval order, would appear in the preamble to the 
rule text for each of these proposed rules. The Exchange intends to 
announce by Trader Update when the amended version of the rule 
becomes operative. See Notice, supra note 3, at 28165.
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4. Disciplinary and Miscellaneous Rules
    NYSE Arca Rules 10 (Disciplinary Proceedings, Other Hearings and 
Appeals), 11 (Business Conduct), 12 (Arbitration), 13 (Cancellation, 
Suspension and Reinstatement), and 14 (Liability of Directors and 
Exchange) would apply to the options and equities markets and would be 
grouped under the heading ``Disciplinary and Miscellaneous Rules.'' 
These rules would contain changes based on the incorporation of NYSE 
Arca Equities Rules 6, 10 through 13, and 5220, as further described 
herein.
    Rule 10 (Disciplinary Proceedings, Other Hearings, and Appeals). 
The Exchange proposes to revise Rule 10 to incorporate NYSE Arca 
Equities Rule 10, which sets forth the equivalent requirements 
regarding disciplinary proceedings, hearings and appeals for ETP 
Holders and their associated persons. As a result, a single set of 
rules would encompass all disciplinary proceedings and appeals. 
Specifically, the Exchange proposes to amend the rule to: (1) Clarify 
its application to ETP Holders, OTP Holders, OTP Firms, and associated 
persons of ETP Holders and OTP Firms; (2) incorporate references, where 
appropriate, to the BCC, which is the NYSE Arca Equities disciplinary 
committee; (3) incorporate certain procedural provisions that currently 
are contained only in NYSE Arca Equities Rule 10 and harmonize the 
disciplinary procedures for the equities and options markets; (4) 
incorporate the equities minor rule plan, including the associated fine 
schedule, into Rule 10; and (5) make various non-substantive revisions 
to the rule, including adding an ``-O'' to references to the options 
rules.
    The Exchange also proposes to revise Rule 10.8 to clarify that the 
Committee for Review (``CFR''), and not the full Board, would be acting 
with respect to the Review Board. The CFR is the Board committee that 
has delegated authority to consider appeals on behalf of the Board and 
that appoints the Review Board under the rule. The Exchange further 
proposes to amend Rule 10.8 to permit the Complainant or Respondent to 
request that the Board review a decision of the Review Board.
    Rule 11 (Business Conduct). The Exchange proposes to revise Rule 11 
to incorporate NYSE Arca Equities Rule 6 (Business Conduct) and NYSE 
Arca Equities Rule 5220. Specifically, the Exchange proposes to: (1) 
Amend Rule 11 to clarify its application to both OTP and ETP Holders, 
where appropriate; and (2) incorporate business conduct standards from 
the NYSE Arca Equities rules that are unique to ETP Holders, including 
the full text of current NYSE Arca Equities Rules 6.7 (Trading Ahead of 
Research Reports), 6.9 (Taking or Supplying Securities to Fill 
Customer's

[[Page 40048]]

Order), and 6.10 (ETP Holders Holding Options).
    Rule 12 (Arbitration). The Exchange proposes to revise Rule 12 
(Arbitration) to incorporate NYSE Arca Equities Rule 12 (Arbitration). 
To implement the change, the Exchange proposes to amend the existing 
rule to reference ETP Holders and to make other minor updating changes.
    Rule 13 (Cancellation, Suspension and Reinstatement). The Exchange 
proposes to revise Rule 13 to incorporate NYSE Arca Equities Rule 11 
(Cancellation, Suspension and Reinstatement). To implement the change, 
the Exchange proposes to amend the existing rule to: (1) Clarify its 
application to both ETP and OTP Holders; (2) add a provision to Rule 
13.2 (Procedures for Suspension) that is unique to ETP Holders; (3) 
delete Rule 13.2(a)(2)(E) as obsolete; \33\ (4) to incorporate 
references to the BCC, where appropriate; and (5) make minor updating 
changes.
---------------------------------------------------------------------------

    \33\ See Securities Exchange Act Release No. 67435 (July 13, 
2012), 77 FR 42533, 42534 n.12 (July 19, 2012).
---------------------------------------------------------------------------

    Rule 14 (Liability of Directors and Exchange). The Exchange 
proposes to revise Rule 14 to incorporate NYSE Arca Equities Rule 13 
(Liability of Directors and Corporation). To effect this change, the 
Exchange proposes to amend the rule to clarify its application to both 
ETP and OTP Holders and to make other minor updating changes.
5. Fee Schedules
    Initially, the Exchange proposed to delete the ``Equities Fee 
Schedule'' from the rules of the Exchange, and to adopt the ``NYSE Arca 
Equities Fee Schedule'' as the new fee schedule for the Exchange's 
equities market.\34\ As noted in Section II.D., below, which describes 
in more detail Amendment No. 2, the Exchange proposes to: (1) Retain 
the existing Equities Fee Schedule; (2) amend it to reflect certain 
proposed changes noted in the original filing; and (3) include certain 
updating revisions. In addition, the Exchange proposes to make changes 
to the Options Fee Schedule and Listing Fee Schedule to update cross-
references and terminology used therein as a result of the other 
changes in the proposed rule change.
---------------------------------------------------------------------------

    \34\ The Exchange does not propose to amend the NYSE Arca 
Equities Proprietary Market Data Fees, which does not reference NYSE 
Arca Equities, Inc.
---------------------------------------------------------------------------

D. Description of Amendment No. 2

    On August 15, 2017, the Exchange filed partial Amendment No. 2 to 
the proposed rule change.\35\ In Amendment No. 2, the Exchange proposes 
to revise rule text to: (1) Reflect changes to various rules that 
resulted from other Exchange filings and that were effective after the 
Exchange filed the instant proposed rule change; (2) make clarifying 
revisions to current NYSE Arca Rule 3.2(b)(2)(C)(ii) (Options 
Committees), which is the Exchange's rule regarding the Nominating 
Committee; and (3) make changes to correct typographical errors or to 
revise cross-references in the proposed rule text.\36\ In addition, as 
discussed in more detail below, the Exchange proposes to amend the 
Equities Fee Schedule by replacing Exhibit 5E of the proposed rule 
change with new Exhibit 5E and by removing Exhibit 5J from the proposed 
rule change.\37\ Accordingly, Amendment No. 2 would amend NYSE Arca 
Rules 3.2(b)(3)(C)(ii), 5.32-O(f)(3) and (4), 6.4-O Commentary .07(c), 
6.7470-E(c),\38\ 7.4-E and 7.4T-E,\39\ 7.16-E(f)(5)(A), 7.37-
E(b)(7)(C),\40\ 7.37-E(d),\41\ 7.38-E(b)(1),\42\ and 7.44-E(m) \43\ in 
Exhibit 5B and NYSE Arca Equities Rules 7.37(b)(7)(C) \44\ and (d),\45\ 
7.38(b)(1),\46\ 7.44(m),\47\ 7.46 Commentary .70,\48\ 13.2 \49\ and 
7470(c) \50\ in Exhibit 5I of the proposed rule change. In addition, 
Amendment No. 2 would amend in Exhibit D of the proposed rule change 
the effective date of the Options Fee Schedule and note 8 to the 
Billing Disputes provision of the Options Fee Schedule.\51\
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    \35\ See Amendment No. 2, supra note 4.
    \36\ NYSE Arca Rules 5.32-O(f)(3) and (4) (updating cross-
reference), 6.4-O Commentary .07(c) (updating cross-reference), and 
proposed NYSE Arca Rule 7.16-E(f)(5)(A) (correcting typographical 
error).
    \37\ See Amendment No. 2, supra note 4, Exhibit 5E.
    \38\ Securities Exchange Act Release No. 80903 (June 12, 2017), 
82 FR 27732 (June 16, 2017) (SR-NYSEArca-2017-66).
    \39\ Securities Exchange Act Release No. 81325 (August 7, 2017), 
82 FR 37615 (August 11, 2017) (SR-NYSEArca-2017-82).
    \40\ Securities Exchange Act Release No. 81303 (August 3, 2017), 
82 FR 37245 (August 9, 2017) (SR-NYSEArca-2017-83).
    \41\ Securities Exchange Act Release No. 81061 (June 30, 2017), 
82 FR 31642 (July 7, 2017) (SR-NYSEArca-2017-70).
    \42\ Securities Exchange Act Release No. 81142 (July 13, 2017), 
82 FR 33192 (July 19, 2017) (SR-NYSEArca-2017-73).
    \43\ Securities Exchange Act Release No. 80851 (June 2, 2017), 
82 FR 26722 (June 8, 2017) (SR-NYSEArca-2017-63).
    \44\ See supra note 40.
    \45\ See supra note 41.
    \46\ See supra note 42.
    \47\ See supra note 43.
    \48\ Securities Exchange Act Release No. 80651 (May 10, 2017), 
82 FR 22600 (May 16, 2017) (SR-NYSEArca-2017-49).
    \49\ Securities Exchange Act Release Nos. 80866 (June 6, 2017), 
82 FR 26967 (June 12, 2017) (proposed rule change) and 81197 (July 
24, 2017), 82 FR 35244 (July 28, 2017) (approval order) (SR-
NYSEArca-2017-46).
    \50\ See supra note 38.
    \51\ Securities Exchange Act Release No. 81268 (July 31, 2017), 
82 FR 36516 (August 4, 2017) (SR-NYSEArca-2017-79).
---------------------------------------------------------------------------

    Finally, Amendment No. 2 would remove Exhibit 5J and replace 
current Exhibit 5E of the proposed rule change with new Exhibit 5E. 
Proposed new Exhibit 5E reflects the Exchange's proposal to amend the 
existing Equities Fee Schedule rather than adopting a new fee schedule. 
Amendment No. 2 would: (1) Amend the title of the Equities Fee Schedule 
to be consistent with the title format of the Options Fee Schedule; (2) 
update cross references to cite to the proposed NYSE Arca rules for the 
equities market by adding ``-E'' to the rule numbers; (3) update cross 
references to NYSE Arca Equities Rules 1.1(c) and 1.1(d) in footnotes 8 
and 9 to NYSE Arca Rules 1.1(b) and (c) respectively; (4) correct the 
cross-references in the table under ``Market Data Revenue Sharing 
Credit'' from NYSE Arca Equities Rule 7.31(s) to NYSE Arca Rule 7.31-
E(g); (5) remove the heading for ``NYSE Arca Marketplace: Crowd 
Participant (`CP') Program Payments'' table and text as they are now 
obsolete; \52\ (6) revise the heading ``NYSE Arca Equities: Regulatory 
Fees'' to state ``Regulatory Fees''; and (7) in General Note 1 under 
``Co-Location Fees,'' replace the word ``equities'' in the ``NYSE Arca 
Equities Fee Schedule'' with ``Options'' as a correction.
---------------------------------------------------------------------------

    \52\ The Exchange notes in Amendment No. 2 that NYSE Arca 
Equities Rule 7.25 expired on June 23, 2016. See Amendment No. 2, 
supra note 4.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 2, is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities exchange.\53\ Specifically, the 
Commission finds that the proposed rule change is consistent with 
Section 6(b)(1) of the Act,\54\ which requires an exchange to be so 
organized and have the capacity to be able to carry out the purposes of 
the Act and to comply, and to enforce compliance by its members and 
persons associated with its members, with the provisions of the Act, 
the rules and regulations thereunder, and the rules of the exchange. In 
addition, the Commission finds that the proposed rule change is

[[Page 40049]]

also consistent with Section 6(b)(3) of the Act,\55\ which requires 
that the rules of the exchange assure a fair representation of its 
members in the selection of its directors and administration of its 
affairs and provide that one or more directors shall be representative 
of issuers and investors and not be associated with a member of the 
exchange, broker, or dealer; Section 6(b)(5) of the Act,\56\ which 
requires, among other things, that the rules of the exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, and, in general, to 
protect investors and the public interest, and not be designed to 
permit unfair discrimination between customers, issuers, brokers or 
dealers; and Section 6(b)(7) of the Act,\57\ which requires, among 
other things, that the rules of an exchange provide a fair procedure 
for the disciplining of members and persons associated with members, 
the denial of membership to any person seeking membership therein, the 
barring of any person from becoming associated with a member thereof, 
and the prohibition or limitation by the exchange of any person with 
respect to access to services offered by the exchange or a member 
thereof.
---------------------------------------------------------------------------

    \53\ In approving this proposed rule change, the Commission has 
considered the proposed rules' impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \54\ 15 U.S.C. 78f(b)(1).
    \55\ 15 U.S.C. 78f(b)(3).
    \56\ 15 U.S.C. 78f(b)(5).
    \57\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------

    In connection with the Merger, the Exchange proposes to terminate 
the delegation to NYSE Arca Equities of the operation of its equities 
market and to remove the NYSE Arca Equities organizational documents 
from the Exchange's rules. As a result of the Merger, the Exchange 
would directly operate the equities market facility of the Exchange, 
while continuing to bear the responsibility to ensure the fulfillment 
of its statutory and self-regulatory organization responsibilities.\58\ 
The Exchange also proposes to amend the NYSE Arca Bylaws and rules to 
incorporate the direct oversight of and participation by ETP Holders 
into the NYSE Arca governance structure. The Exchange represents that 
the independent regulatory oversight committee (``ROC'') of the Board 
would continue to oversee the Exchange's regulatory and self-regulatory 
organization responsibilities with regard to both the equities and 
options markets and the Exchange's regulatory department would continue 
to carry out its regulatory functions with respect to both markets 
under the oversight of the independent ROC.\59\ The Commission believes 
that these proposed changes, which would allow the Exchange to directly 
operate its equities market along with its options market, is 
consistent with Section (b)(1) of the Act. The Commission notes that 
the Exchange's restructuring proposal also is consistent with similar 
proposed rule changes approved by the Commission for other national 
securities exchanges.\60\
---------------------------------------------------------------------------

    \58\ See Notice, supra note 3, at 28168.
    \59\ Id.
    \60\ See Notice, supra note 3, at 28158-59.
---------------------------------------------------------------------------

    In addition, the Exchange proposes several changes to its Board 
composition requirements and the nomination process for the directors 
representing Permit Holders (i.e., the Non-Affiliated Directors). 
Specifically, the Exchange proposes to amend its Bylaws to remove the 
requirement that the Board consist of between eight and twelve 
directors and to provide that the Exchange's holding member, NYSE 
Group, (rather than the Board) would determine the size of the Board. 
The Exchange also proposes to modify the manner in which it fulfills 
the requirement that at least 20% of the directors would be nominated 
by the Permit Holders by providing that such directors would be 
nominated by OTP Holders and ETP Holders in a single vote, rather than 
the current two-step voting processes. The Exchange further proposes to 
amend the 20% requirement regarding Board representation by Permit 
Holders to provide that if the calculation representing 20% of 
directors is a fraction, the number of Non-Affiliated Directors to be 
nominated by the Permit Holders must be rounded up to the next whole 
number, thereby ensuring that the number of directors nominated by the 
Permit Holders never would constitute less than 20% of the directors. 
In addition, the Exchange proposes to provide for the representation of 
ETP Holders in the Exchange's committee structure, including its 
nominating committee, in a manner consistent with the representation of 
OTP Holders.
    The Commission believes the proposed changes to the Exchange's 
Board composition, nomination process, and committee structure are 
consistent with Section 6(b)(1) and 6(b)(3) of the Act. The Commission 
notes that the proposal to allow NYSE Group to determine the size of 
the Board is consistent with previous proposed rule changes approved by 
the Commission that allow discretion as to the size of exchange 
boards.\61\ The Commission also notes that, under the proposal, such 
discretion would not alter the existing requirement that at least 20% 
of the directors would be nominated by the Permit Holders. Furthermore, 
the proposal would enhance the 20% requirement by specifying that the 
calculation representing 20% of the directors would be rounded up to 
the nearest whole number, if it otherwise would result in a fraction. 
This proposed change is consistent with previous proposals approved by 
the Commission.\62\ The Commission also believes that the proposed 
changes to incorporate ETP Holders into the Non-Affiliated Director 
nomination process and the Exchange's committee structure, in a manner 
on par with OTP Holders, are consistent with the requirement in Section 
6(b)(3) of that Act that the rules of the exchange assure a fair 
representation of its members in the selection of its directors and 
administration of its affairs.
---------------------------------------------------------------------------

    \61\ See, e.g., Section 2.03(a)(i) of the Seventh Amended and 
Restated Operating Agreement of New York Stock Exchange LLC; Section 
9(a) of the Second Amended Limited Liability Company Agreement of 
The NASDAQ Stock Market LLC.
    \62\ See, e.g., Securities Exchange Act Release Nos. 69869 (June 
27, 2013), 78 FR 40252 (SR-NYSE-2013-32); 59683 (April 1, 2009), 74 
FR 15799 (April 7, 2009) (SR-NYSE-2009-12); 58673 (September 29, 
2008), 73 FR 57707, 57711-12 (October 3, 2008) (SR-Amex-2008-62).
---------------------------------------------------------------------------

    The Exchange also proposes to integrate the existing NYSE Arca 
Equities rules into the NYSE Arca rules to create a single rulebook 
covering the Exchange's options and equities markets. As noted above, 
in carrying out this rule integration, the Exchange proposes to 
harmonize conflicting rules; combine rules, including definitions; 
update cross-references; update rule text; delete obsolete rule text; 
correct grammatical errors in rule text; rearrange rule provisions, as 
necessary; and make various non-substantive changes to the rules. The 
Commission notes that the Exchange represents that the proposed 
integration of NYSE Arca Equities rules into the NYSE Arca rules is not 
intended to change the substance of these rules, but is largely 
organizational in nature.\63\ The Commission also notes that, while 
similar changes related to the integration of the rules are proposed 
with respect to the Exchange's fee schedules, the Exchange is not 
proposing any new fees nor altering any current fees.\64\ The 
Commission believes that the proposed integrated rules for the 
Exchange's options and equities markets should allow market 
participants to more easily navigate and understand the Exchange's 
rules, and

[[Page 40050]]

should simplify and streamline the Exchange's administration of its 
rules. Thus, the Commission believes that the proposed changes related 
to integration of the NYSE Arca Equities rules into the NYSE Arca rules 
are consistent with Sections 6(b)(1) and 6(b)(5) of the Act.
---------------------------------------------------------------------------

    \63\ See Notice, supra note 3, at 28161.
    \64\ See Section II.D., supra, noting that in Amendment No. 2, 
the Exchange proposes to amend the Equities Fee Schedule by 
replacing Exhibit 5E with new Exhibit 5E and by removing Exhibit 5J 
from the proposed rule change.
---------------------------------------------------------------------------

    Finally, the Exchange proposes certain changes to the disciplinary 
proceedings rules governing its Permit Holders. The Exchange proposes 
to incorporate the rules relating to the current NYSE Arca Equities 
Business Conduct Committee (referred to as ``the BCC'') into the 
Exchange's rules and to integrate the rules for disciplinary 
proceedings to cover both ETP Holders and OTP Holders. The Exchange 
represents that the proposed changes would provide that disciplinary 
proceedings involving ETP Holders would continue to be heard by the 
BCC, while disciplinary proceedings involving OTP Holders would 
continue to be heard by the Ethics and Business Conduct Committee 
(referred to as ``the EBCC'').\65\ The Exchange also proposes revisions 
to its rules to clarify that the review of decisions by either the BCC 
or EBCC would be heard by the CFR, a committee of the Board, rather 
than the full Board. The Commission notes, however, that the proposed 
changes would not fundamentally alter the current disciplinary 
procedures for either ETP Holders or OTP Holders, but would continue 
the existing disciplinary processes in a single rulebook and would 
provide further clarity about the Exchange's current review process. 
Thus, the Commission finds that the proposed changes to the 
disciplinary rules are consistent with Sections 6(b)(5) and 6(b)(7) of 
the Act.
---------------------------------------------------------------------------

    \65\ See id.
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment No. 2

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 2 
to the proposed rule change is consistent with the Exchange Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#384a4d545d155b5755555d564c4b784b5d5b165f574e"><span class="__cf_email__" data-cfemail="2b595e474e06484446464e455f586b584e48054c445d">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2017-40 on the subject line.

Paper Comments

    <bullet> 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-2017-40. 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 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-2017-40 and should 
be submitted by September 13, 2017.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 2

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 2, prior to the 30th day after the 
date of publication of notice of Amendment No. 2 in the Federal 
Register. As discussed above, Amendment No. 2 revises the Exchange's 
rule text primarily to reflect updates to its rules that resulted from 
Exchange filings that became effective after the Exchange filed the 
original proposed rule change and to make other clarifying, correcting, 
or updating changes to the proposed rule text. In addition, in 
Amendment No. 2, the Exchange modifies its original proposal by 
carrying over the Equities Fee Schedule, as set forth in new Exhibit 
5E, and making minor updating changes instead of replacing that fee 
schedule in its entirety. The Commission believes that the proposed 
changes in Amendment No. 2 do not raise any new issues, but rather 
would add greater clarity to the proposed rule change. Accordingly, the 
Commission finds good cause, pursuant to Section 19(b)(2) of the 
Exchange Act,\66\ to approve the proposed rule change, as modified by 
Amendment No. 2 on an accelerated basis.
---------------------------------------------------------------------------

    \66\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Exchange Act,\67\ that the proposed rule change (SR-NYSEArca-2017-40), 
as modified by Amendment No. 2 thereto, be, and hereby is, approved on 
an accelerated basis.
---------------------------------------------------------------------------

    \67\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\68\
---------------------------------------------------------------------------

    \68\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-17808 Filed 8-22-17; 8:45 am]
BILLING CODE 8011-01-P


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