Federal Register / Vol. 82, No. 204 / Tuesday, October 24, 2017 / Notices 49253 

6 17 CFR 200.30–3(a)(31). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 80929 

(June 14, 2017), 82 FR 28157 (June 20, 2017) (SR– 

NYSEArca–2017–40) (Notice). 

5See Partial Amendment 2 to SR–NYSEArca– 

2017–40 (August 15, 2017). The Amendment also 

was submitted to the Commission as a comment 

letter on the Original Filing. See letter from Martha 

Redding, Associate General Counsel, NYSE Group, 

to Brent J. Fields, Secretary, Commission (August 

15, 2017), available at https://www.sec.gov/ 

comments/sr-nysearca-2017-40/nysearca201740- 

2221802-160732.pdf. 

6See Securities Exchange Act Release No. 81419 

(August 17, 2017), 82 FR 40044 (August 23, 2017) 

(SR–NYSEArca–2017–40) (Approval Order). 

7See id. at 40044. 

8See id. at 40047. 

9See Securities Exchange Act Release No. 79078 

(October 11, 2016), 81 FR 71559 (October 17, 2016) 

(SR–NYSEArca–2016–135). 

10See Securities Exchange Act Release No. 75467 

(July 16, 2015), 80 FR 43515 (July 22, 2015) (SR– 

NYSEArca–2015–58). See also Securities Exchange 

Act Release No. 76198 (October 20, 2015), 80 FR 

65274 (October 26, 2015) (SR–NYSEArca–2015–58). 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(1). 

Commission shall either approve or 

disapprove or institute proceedings to 

determine whether to disapprove the 

proposed rule change (File No. SR– 

BatsBZX–2017–56). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–22974 Filed 10–23–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81894; File No. SR– 

NYSEArca–2017–119] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend NYSE Arca 

Rule 1.1 and Rule 7.35–E To Make 

Technical and Conforming Updates in 

Connection With the Recent Merger of 

NYSE Arca Equities, Inc. 

October 18, 2017. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that, on October 

5, 2017, NYSE Arca, Inc. (the 

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

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

NYSE Arca Rule 1.1 and Rule 7.35–E to 

make technical and conforming updates 

in connection with the recent merger of 

NYSE Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’) with and into the Exchange. 

The proposed rule change is available 

on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

NYSE Arca Rule 1.1 (Definitions) and 

Rule 7.35–E(d)(4) (Auctions) to make 

technical and conforming updates in 

connection with the recent merger of its 

wholly-owned subsidiary NYSE Arca 

Equities, Inc. with and into the 

Exchange (the ‘‘Merger’’). 

On June 2, 2017, the Exchange filed 

rule changes with the Securities and 

Exchange Commission (‘‘Commission’’) 

in connection with the proposed 

Merger.4 On August 15, 2017, the 

Exchange filed a partial amendment to 

such filing (as amended, the ‘‘Merger 

Filing’’).5 On August 17, 2017, the 

Commission approved the proposed 

rule changes, as amended, and the 

Merger occurred on that same date.6

Prior to the Merger, NYSE Arca had 

two rulebooks: The NYSE Arca rules for 

its options market and the NYSE Arca 

Equities rules for its equities market. At 

the Merger, the NYSE Arca Equities 

rules were integrated into the NYSE 

Arca rules, so that there is now one 

NYSE Arca rulebook.7 In that process, 

NYSE Arca Rule 1.1 was amended to 

incorporate NYSE Arca Equities Rule 

1.1 (Definitions), including by adding 

definitions from the NYSE Arca Equities 

rule that were unique to the equities 

market.8

However, due to an oversight, the 

Merger Filing did not incorporate the 

NYSE Arca Equities definitions for 

‘‘NYSE Arca Book’’ or ‘‘UTP Security.’’ 

Accordingly, the Exchange proposes to 

make the following amendments to Rule 

1.1: 

• Add new Rule 1.1(jj) with the 

following definition of NYSE Arca 

Book: ‘‘The term ‘NYSE Arca Book’ 

refers to the NYSE Arca Marketplace’s 

electronic file of orders, which contains 

all orders entered on the NYSE Arca 

Marketplace.’’ 9

• Add new Rule 1.1(iii) with the 

following definition of NYSE Arca 

Book: ‘‘The term ‘UTP Security’ means 

a security that is listed on a national 

securities exchange other than the 

Exchange and that trades on the NYSE 

Arca Marketplace pursuant to unlisted 

trading privileges.’’ 10

• Renumber the other paragraphs in 

Rule 1.1 to reflect the addition of new 

paragraphs (jj) and (iii). 

In addition, the Exchange proposes to 

amend Rule 7.35–E(d)(4) to update cross 

references to the definition of ‘‘Official 

Closing Price’’ in Rule 1.1. 

Rule 7.35–E has a notice stating that 

an amended version of the rule has been 

approved but is not yet operative. The 

notice links to the amended version of 

the rule and the relevant approval order. 

Accordingly, the Exchange proposes to 

update the cross reference in the 

amended version of the rule. Exhibit 5B 

sets forth the proposed change to the 

amended but not yet operative version 

of the rule. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Exchange Act,11 in 

general, and with Section 6(b)(1) 12 in 

particular, in that it enables the 

Exchange to be so organized as to have 

the capacity to be able to carry out the 

purposes of the Exchange Act and to 

comply, and to enforce compliance by 

its exchange members and persons 

associated with its exchange members, 

with the provisions of the Exchange Act, 

the rules and regulations thereunder, 

and the rules of the Exchange. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
49254 Federal Register / Vol. 82, No. 204 / Tuesday, October 24, 2017 / Notices 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78s(b)(3)(A)(iii). 

15 17 CFR 240.19b–4(f)(6). 

16 Id. 

17 17 CFR 240.19b–4(f)(6)(iii). 

18See, e.g., Exchange Rules 1.1(ggg) (definition of 

Regulatory Halt), 7.11–E (Limit Up—Limit Down 

Plan and Trading Pauses in Individual Securities 

Due to Extraordinary Market Volatility), 7.18–E 

(Halts), and 7.23–E (Obligations of Market Makers). 

19For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

The Exchange believes that the 

proposed changes to Rule 1.1 would 

enable the Exchange to continue to be 

so organized as to have the capacity to 

carry out the purposes of the Exchange 

Act and comply and enforce compliance 

with the provisions of the Exchange Act 

by its members and persons associated 

with its members, because, by 

incorporating the definitions of NYSE 

Arca Book and UTP Security, the 

proposed change would correct the 

oversight of the definitions’ omission 

and ensure that the changes made to 

Rule 1.1 to reflect the Merger were 

accurate and complete. 

For similar reasons, the Exchange also 

believes that the proposed rule change 

is consistent with Section 6(b)(5) of the 

Act,13 in that it is designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in facilitating transactions in securities, 

to remove impediments to and perfect 

the mechanism of a free and open 

market and a national market system 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change would remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system in general, 

to protect investors and the public 

interest, because, by incorporating the 

definitions of NYSE Arca Book and UTP 

Security, the proposed change would 

ensure that the changes made to Rule 

1.1 to reflect the Merger were accurate 

and complete, thereby reducing 

potential investor or market participant 

confusion. 

Similarly, the Exchange believes that 

the non-substantive changes to Rule 1.1 

to renumber the other paragraphs in 

Rule 1.1 to reflect the addition of new 

paragraphs (jj) and (iii) and to Rule 

7.35–E(d)(4) to update the cross 

references would remove impediments 

to and perfect the mechanism of a free 

and open market and a national market 

system in general, to protect investors 

and the public interest, because such 

changes would add clarify [sic] and 

transparency to the Rules, ensuring that 

market participants can more easily 

navigate and understand the Exchange’s 

rules and reducing potential market 

participant confusion. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but rather is 

concerned solely with updating the 

Exchange’s rules to incorporate the 

definitions of NYSE Arca Book and UTP 

Security from the rules of NYSE Arca 

Equity [sic] in place prior to the Merger. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change 

does not: (i) Significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative prior to 30 days from the date 

on which it was filed, or such shorter 

time as the Commission may designate, 

the proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 14 and Rule 19b–4(f)(6) 

thereunder.15

A proposed rule change filed 

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

Act 16 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 17

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has asked 

the Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. The 

Exchange indicates that the two 

definitions were omitted inadvertently 

from the Merger Filing and that waiver 

of the operative delay would ensure that 

the Exchange’s rules include without 

delay the definitions of terms that are 

used elsewhere in the Exchange’s 

rulebook.18 The Commission believes 

that allowing the definitions to be 

incorporated into the NYSE Arca 

rulebook without delay would add 

clarity to the rulebook and would help 

reduce any investor or market 

participant confusion that otherwise 

could result. Accordingly, the 

Commission hereby waives the 

operative delay and designates the 

proposal operative upon filing.19

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2017–119 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–2017–119. 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 


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Federal Register / Vol. 82, No. 204 / Tuesday, October 24, 2017 / Notices 49255 

20 17 CFR 200.30–3(a)(12). 

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–2017–119 and should be 

submitted on or before November 14, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–22973 Filed 10–23–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Advisers Act Release No. 4797; 

File No. 803–00238] 

Stephens Inc. 

October 18, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an exemptive 

order under Section 206A of the 

Investment Advisers Act of 1940 (the 

‘‘Act’’) and Rule 206(4)–5(e). 

APPLICANT: Stephens Inc. (‘‘Applicant’’ 

or ‘‘Adviser’’). 

RELEVANT SECTIONS OF THE ACT: 

Exemption requested under section 

206A of the Act and rule 206(4)–5(e) 

from rule 206(4)–5(a)(1) under the Act. 

SUMMARY OF APPLICATION: Applicant 

requests that the Commission issue an 

order under section 206A of the Act and 

rule 206(4)–5(e) exempting it from rule 

206(4)–5(a)(1) under the Act to permit 

Applicant to receive compensation from 

certain government entities for 

investment advisory services provided 

to the government entities within the 

two-year period following a 

contribution by a covered associate of 

the Applicant to an official of the 

government entities. 

FILING DATES: The application was filed 

on December 20, 2016, and an amended 

and restated application was filed on 

June 21, 2017. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

Applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on November 13, 2017, and 

should be accompanied by proof of 

service on Applicant, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons may request notification of a 

hearing by writing to the Commission’s 

Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicant: Stephens Inc., 111 Center 

Street, Little Rock, AR 72201. 

FOR FURTHER INFORMATION CONTACT: 

Rachel Loko, Senior Counsel, or Holly 

Hunter-Ceci, Assistant Chief Counsel, at 

(202) 551- 6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site at http://www.sec.gov/rules/ 

iareleases.shtml or by calling (202) 551– 

8090. 

Applicant’s Representations 

1. Applicant is a financial services 

firm established in Little Rock, Arkansas 

and registered with the Commission as 

an investment adviser under the Act. 

Applicant provides discretionary 

investment advisory services to a wide 

variety of investors. 

2. The individual who made the 

campaign contribution that triggered the 

two-year compensation ban (the 

‘‘Contribution’’) is J. Bradford Eichler 

(the ‘‘Contributor’’). The Contributor is 

an Executive Vice President of the 

Applicant and is the head of Investment 

Banking for the firm. The Contributor’s 

role focuses on oversight of the 

Adviser’s corporate finance division. 

Applicant submits that, because the 

Contributor is and at the time of the 

contribution was, an executive officer of 

the Adviser, he is, and at all relevant 

times was, a covered associate. 

3. Three of the Adviser’s clients are 

government entities of the City of Little 

Rock (the ‘‘Clients’’). Client A and 

Client B are city pension funds and 

Client C is a fund maintained by the city 

for certain expenses. The Clients are 

government entities as defined in Rule 

206(4)–5(f)(5)(i). 

4. The recipient of the Contribution 

was Capi Peck (the ‘‘Official’’), who, at 

the time of the Contribution, was 

seeking the office of director on the 

Little Rock Board of Directors. The 

Board of Directors appoints a board 

member of Client A, appoints a city 

official with authority to hire an 

investment manager for Client B and has 

ultimate investment authority over 

Client C. Due to her position as a 

director, the Official is an ‘‘official’’ of 

the Clients as defined in Rule 206(4)– 

5(f)(6)(ii). As of the date of the 

application, the Official has not 

participated in the appointment of 

anyone with authority on Client A or 

Client B’s decision to select an 

investment adviser, nor has she 

participated in a decision affecting 

Client C’s investment with the Adviser. 

5. The Contribution that triggered rule 

206(4)–5’s prohibition on compensation 

under rule 206(4)–5(a)(1) was made 

online on October 17, 2016 for the 

amount of $1,000. Applicant submits 

that the Contribution was not motivated 

by any desire to influence the award of 

investment advisory business. 

Applicant represents that the 

Contributor does live in Little Rock and 

has a longstanding friendship with the 

Official. The Contributor has known the 

Official for approximately 30 years and 

known her ex-husband and business 

partner for approximately 35 years. The 

Contributor and the official’s exhusband also have a shared interest in 

competitive swimming. The Contributor 

lived with them for a long time during 

college, worked at their restaurant and 

has maintained close relationships. His 

decision to make the Contribution was 

spontaneous and motivated by his 

longstanding friendship with the 

Official. Applicant submits that 

although the Contributor and the 

Official are friends, they have not 

discussed the Adviser’s advisory 

business or the potential investments by 

the Clients. The Contributor did not 

seek or coordinate any other 

contribution for the Official. Applicant 

represents that the Contributor did not 

have any intention to seek, and no 

action was taken by the Contributor or 

the Applicant to obtain, any direct or 

indirect influence from the Official or 

any other person. 

6. The Adviser has been doing 

business with Little Rock, its home city, 


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