40044 Federal Register / Vol. 82, No. 162 / Wednesday, August 23, 2017 / Notices 

128 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 80929 

(June 14, 2017), 82 FR 28157 (‘‘Notice’’). 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/srnysearca-2017-40/nysearca201740-2221802- 

160732.pdf. 

5NYSE 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. 

6There are separate fee schedules and 

organizational documents for NYSE Arca Equities. 

7Although 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 NonAffiliated 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. 

8The 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 selfregulatory obligations). 

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–GEMX– 

2017–37 and should be submitted on or 

before September 13, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.128

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17810 Filed 8–22–17; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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 crossreferences 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. 

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. 

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. 

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 


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9See Amendment No. 2, supra note 4. 

10The 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. 

11The 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. 

12The 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. 

13The 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. 

14Rule 3.2(b)(2) governing the Nominating 

Committee is proposed to be redesignated as Rule 

3.2(b)(3). 

15See current Rule 3.2(b)(2)(A). 

16Current 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). 

17Proposed 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. 

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. 

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 NonAffiliated 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. 

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. 

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. 

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

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. 

The Exchange also proposes to amend 

its rules to incorporate ETP Holders into 

the petition process for candidates for 


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18See proposed Rule 3.2(b)(3)(C)(ii). 

19See proposed Rule 3.2(b)(3)(C)(iii). 

20With 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. 

21The 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.’’ 

22Specifically, references to Rules 4, 10, and 11.9 

would be updated with references to Rules 4–E, 10, 

and 13.9, respectively. 

23The 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. 

24These proposed changes are described in 

greater detail in the Notice, supra note 3, at 28161– 

68. 

25According 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. 

26For 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.’’ 

27Specifically, the Exchange proposes to replace 

references to the ‘‘Corporation’’ in the existing rules 

with references to the ‘‘Exchange.’’ 

28The proposed changes to Rule 3 are addressed 

in Part II.B., above. For a detailed description of the 

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

Finally, the Exchange proposes to 

remove obsolete rule text from Rule 

3.2(b)(C)(i).21

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.’’ 

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

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

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

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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proposed changes to Rule 3, see Notice, supra note 

3. 

29As noted in Section II.C.1., supra, the Exchange 

would move this provision to proposed Rule 2.28. 

30The 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. 

31As 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. 

32The 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. 

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). 

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

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 preMerger 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

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 


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33See Securities Exchange Act Release No. 67435 

(July 13, 2012), 77 FR 42533, 42534 n.12 (July 19, 

2012). 

34The Exchange does not propose to amend the 

NYSE Arca Equities Proprietary Market Data Fees, 

which does not reference NYSE Arca Equities, Inc. 

35See Amendment No. 2, supra note 4. 

36NYSE 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). 

37See Amendment No. 2, supra note 4, Exhibit 

5E. 

38Securities Exchange Act Release No. 80903 

(June 12, 2017), 82 FR 27732 (June 16, 2017) (SR– 

NYSEArca–2017–66). 

39Securities Exchange Act Release No. 81325 

(August 7, 2017), 82 FR 37615 (August 11, 2017) 

(SR–NYSEArca–2017–82). 

40Securities Exchange Act Release No. 81303 

(August 3, 2017), 82 FR 37245 (August 9, 2017) 

(SR–NYSEArca–2017–83). 

41Securities Exchange Act Release No. 81061 

(June 30, 2017), 82 FR 31642 (July 7, 2017) (SR– 

NYSEArca–2017–70). 

42Securities Exchange Act Release No. 81142 

(July 13, 2017), 82 FR 33192 (July 19, 2017) (SR– 

NYSEArca–2017–73). 

43Securities Exchange Act Release No. 80851 

(June 2, 2017), 82 FR 26722 (June 8, 2017) (SR– 

NYSEArca–2017–63). 

44See supra note 40. 

45See supra note 41. 

46See supra note 42. 

47See supra note 43. 

48Securities Exchange Act Release No. 80651 

(May 10, 2017), 82 FR 22600 (May 16, 2017) (SR– 

NYSEArca–2017–49). 

49Securities 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). 

50See supra note 38. 

51Securities Exchange Act Release No. 81268 

(July 31, 2017), 82 FR 36516 (August 4, 2017) (SR– 

NYSEArca–2017–79). 52The 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. 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). 

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. 

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. 

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

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 crossreferences 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. 

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 


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55 15 U.S.C. 78f(b)(3). 

56 15 U.S.C. 78f(b)(5). 

57 15 U.S.C. 78f(b)(7). 

58See Notice, supra note 3, at 28168. 

59 Id. 

60See Notice, supra note 3, at 28158–59. 61See, 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. 

62See, 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). 

63See Notice, supra note 3, at 28161. 

64See 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. 

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. 

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 selfregulatory 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 selfregulatory 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

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 NonAffiliated 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. 

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 


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65See id. 

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

67 Id. 

68 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b-4. 

3Securities Exchange Act Release No. 34–81029 

(June 27, 2017), 82 FR 30931 (July 3, 2017) (SR– 

ICC–2017–008) (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

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. 

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. 

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 

• 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– 

NYSEArca–2017–40 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2017–40. 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. 

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. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.68

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17808 Filed 8–22–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81414; File No. SR–ICC– 

2017–009] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of 

Designation of Longer Period for 

Commission Action on Proposed Rule 

Change To Provide for the Clearance 

of Additional Credit Default Swap 

Contracts 

August 17, 2017. 

On June 13, 2017, ICE Clear Credit 

LLC (‘‘ICC’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

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

proposed rule change to provide for the 

clearance of additional credit default 

swap contracts (File No. SR–ICC–2017– 

009). The proposed rule change was 

published for comment in the Federal 

Register on July 3, 2017.3 To date, the 

Commission has not received comments 

on the proposed rule change. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 


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