Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Bylaws of the Exchange's Ultimate Parent Company, Intercontinental Exchange, Inc., To Designate Its Chief Strategic Officer, Chief Technology Officer and General Counsel as “Senior Officers” of ICE, 570-572 [2014-30898]

Download as PDF 570 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices exchange to not be subject to the delayed novation time set forth in Article XII, Section 7 of OCC’s By-Laws. The proposed rule change therefore ensures that OCC’s rules explain the time at which OCC would novate Block Trades and thereby promotes the prompt and accurate clearance and settlement of securities transactions. In addition, as a result of OCC novating certain Block Trades at commencement time, the proposed rule change removes impediments to and perfects the mechanisms of a national system for the prompt and accurate clearance and settlement of securities transactions because the time at which OCC novates trades submitted by exchanges for clearance and settlement will be more uniform across different product types. The proposed rule change is not inconsistent with the existing rules of OCC, including any other rules proposed to be amended. (B) Clearing Agency’s Statement on Burden on Competition OCC does not believe that the proposed rule change would impose any burden on competition.13 The proposed rule change will provide that Block Trades executed at reasonable prices will not be subject to delayed novation by OCC. The proposed rule change would not unfairly inhibit access to OCC’s services or disadvantage or favor any particular user in relationship to another user because the proposed rule change would be applied uniformly to all Block Trade transactions, regardless of the identity of the clearing member for whose account the trade was reported and the exchange through which the trade is reported to OCC. Moreover, the proposed interpretation to Article XII, Section 7 will apply uniformly to all futures exchanges that submit trades to OCC for clearance and settlement. For the foregoing reasons, OCC believes that the proposed rule change is in the public interest, would be consistent with the requirements of the Act applicable to clearing agencies, and would not impose a burden on competition. tkelley on DSK3SPTVN1PROD with NOTICES (C) Clearing Agency’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments on the proposed rule change were not and are not intended to be solicited with respect to the proposed rule change and none have been received. 13 15 U.S.C. 78q–1(b)(3)(I). VerDate Sep<11>2014 19:38 Jan 05, 2015 Jkt 235001 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– OCC–2014–23 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–OCC–2014–23. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://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 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 inspection and copying at the principal office of OCC and on OCC’s Web site at https://www.theocc.com/components/ docs/legal/rules_and_bylaws/sr_occ_14_ 23.pdf. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–OCC–2014–23 and should be submitted on or before January 27, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Brent J. Fields, Secretary. [FR Doc. 2014–30897 Filed 1–5–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73962; File No. SR–NYSE– 2014–67] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Bylaws of the Exchange’s Ultimate Parent Company, Intercontinental Exchange, Inc., To Designate Its Chief Strategic Officer, Chief Technology Officer and General Counsel as ‘‘Senior Officers’’ of ICE December 30, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that, on December 22, 2014, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change The Exchange proposes to amend the Bylaws (the ‘‘ICE Bylaws’’) of the Exchange’s ultimate parent company, Intercontinental Exchange, Inc. (‘‘ICE’’), to designate its Chief Strategic Officer, Chief Technology Officer and General 14 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\06JAN1.SGM 06JAN1 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices Counsel as ‘‘Senior Officers’’ of ICE. The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange seeks approval for its ultimate parent entity ICE 3 to amend the ICE Bylaws to designate its Chief Strategic Officer, Chief Technology Officer and General Counsel (each, a ‘‘Designated Officer’’ and together, the ‘‘Designated Officers’’) as ‘‘Senior Officers’’ of ICE. Each Designated Officer was a Senior Officer under the ICE Bylaws prior to the acquisition by ICE of NYSE Euronext in 2013 because each also was a Senior Vice President. Under the ICE Bylaws, all Senior Vice Presidents are Senior Officers. As Senior Officers, the Designated Officers were entitled under Article X, Section 10.6 of the ICE Bylaws to indemnification by ICE against certain actions, suits and proceedings. Upon consummation of the acquisition of NYSE Euronext, the three titles were streamlined and the term ‘‘Senior Vice President’’ was eliminated. Specifically, the officer whose former title was ‘‘Senior Vice President, Chief Strategic Officer’’ is now ‘‘Chief Strategic Officer’’; the officer whose former title was ‘‘Senior Vice President, Chief Technology Officer’’ is now ‘‘Chief Technology Officer’’; and the officer whose title was formerly ‘‘Senior Vice President, General Counsel’’ is now ‘‘General Counsel’’. The proposed amendment to the ICE Bylaws would assure that the Designated Officers continue to be identified as ‘‘Senior Officers’’ of ICE and therefore eligible for indemnification under Article X, Section 10.6 of the ICE Bylaws. The proposed rule change would not extend the indemnification provisions of the ICE Bylaws to any officers that were not historically indemnified nor would it alter the scope of the indemnity provided.4 Under the proposed amendment, Section 5.1 of the ICE Bylaws would be amended to identify by title additional officers that the board of directors may choose, specifically a Chief Strategic Officer, a Chief Technology Officer and a General Counsel (the ‘‘Designated Officers’’). Section 5.1 would also be amended to expand the definition of the term ‘‘Senior Officer’’ to include the Designated Officers and any other officer designated a ‘‘Senior Officer’’ by the Board or the Compensation Committee of the Board from time to time in its sole discretion. The amendments also would provide that any employee deemed an officer of the Corporation under Section 16 of the Exchange Act 5 will be deemed a Senior Officer for purposes of the Bylaws.6 2. Statutory Basis The Exchange believes that this filing is consistent with Section 6(b) of the Exchange Act,7 in general, and Section 6(b)(5) of the Exchange Act,8 in particular, because the proposed rule change summarized herein would be consistent with and facilitate a governance and regulatory structure that is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the tkelley on DSK3SPTVN1PROD with NOTICES 3 ICE owns 100% of the equity interest in ICE Holdings, Inc. (‘‘ICE Holdings’’), which in turn owns 100% of the equity interest in NYSE Holdings, LLC (‘‘NYSE Holdings’’). NYSE Holdings owns 100% of the equity interest of NYSE Group, Inc., which in turn directly or indirectly owns 100% of the equity interest of three registered national securities exchanges and self-regulatory organizations—the Exchange, NYSE Arca, Inc. (‘‘NYSE Arca’’) and NYSE MKT LLC (‘‘NYSE MKT’’). VerDate Sep<11>2014 19:38 Jan 05, 2015 Jkt 235001 public interest. The clarification of the right to indemnification will enhance the ability of the Designated Officers to carry out their responsibilities as officers of ICE, including their responsibilities under the Exchange Act. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The proposed rule change is not designed to address any competitive issue in the U.S. or European securities markets or have any impact on competition in those markets; rather, the clarification of the right to indemnification will enhance the ability of the Designated Officers to carry out their responsibilities as such, including their responsibilities under the Exchange Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 9 and Rule 19b– 4(f)(6) thereunder.10 Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b– 4(f)(6) thereunder.11 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 12 normally does not become operative for 30 days after the date of its 9 15 4 The Exchange’s affiliates NYSE Arca and NYSE MKT have also submitted the same proposed rule filing in connection with the ICE Bylaw amendment. 5 15 U.S.C. 78p. 6 A copy of the proposed amendment to the ICE Bylaws is attached as Exhibit 5A. An extract from the resolutions adopted by the ICE board of directors on February 28, 2014 authorizing the proposed amendment is attached as Exhibit 5B. 7 15 U.S.C. 78f(b). 8 15 U.S.C. 78f(b)(5). PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 571 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and the text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Commission has waived the five-day prefiling requirement in this case. 12 17 CFR 240.19b–4(f)(6). 10 17 E:\FR\FM\06JAN1.SGM 06JAN1 572 Federal Register / Vol. 80, No. 3 / Tuesday, January 6, 2015 / Notices filing. However, Rule 19b–4(f)(6)(iii) 13 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because the clarification of the right to indemnification may enhance the ability of the relevant officers of ICE to carry out their responsibilities as such, including their responsibilities under the Exchange Act, without delay. Therefore, the Commission hereby waives the operative delay and designates the proposed rule change operative upon filing.14 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: tkelley on DSK3SPTVN1PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSE–2014–67 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2014–67. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use 13 17 CFR 240.19b–4(f)(6)(iii). purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 14 For VerDate Sep<11>2014 19:38 Jan 05, 2015 Jkt 235001 only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE– 2014–67, and should be submitted on or before January 27, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Brent J. Fields, Secretary. [FR Doc. 2014–30898 Filed 1–5–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73958; File No. SR– NYSEArca–2014–143] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to Listing and Trading of Shares of the SPDR® DoubleLine Total Return Tactical ETF Under NYSE Arca Equities Rule 8.600 December 30, 2014. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on December 17, 2014, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in 15 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade shares of the SPDR® DoubleLine Total Return Tactical ETF under NYSE Arca Equities Rule 8.600 (‘‘Managed Fund Shares’’). The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade shares (’’Shares’’) of the following under NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares: 4 SPDR® DoubleLine Total Return Tactical ETF (‘‘Fund’’).5 The Shares will be offered by 4 A Managed Fund Share is a security that represents an interest in an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as an open-end investment company or similar entity that invests in a portfolio of securities selected by its investment adviser consistent with its investment objectives and policies. In contrast, an open-end investment company that issues Investment Company Units, listed and traded on the Exchange under NYSE Arca Equities Rule 5.2(j)(3), seeks to provide investment results that correspond generally to the price and yield performance of a specific foreign or domestic stock index, fixed income securities index or combination thereof. 5 The Commission has previously approved listing and trading on the Exchange of a number of actively managed funds under Rule 8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR– NYSEArca–2008–31) (order approving Exchange listing and trading of twelve actively-managed E:\FR\FM\06JAN1.SGM 06JAN1

Agencies

[Federal Register Volume 80, Number 3 (Tuesday, January 6, 2015)]
[Notices]
[Pages 570-572]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-30898]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73962; File No. SR-NYSE-2014-67]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending the Bylaws of the Exchange's Ultimate Parent Company, 
Intercontinental Exchange, Inc., To Designate Its Chief Strategic 
Officer, Chief Technology Officer and General Counsel as ``Senior 
Officers'' of ICE

December 30, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on December 22, 2014, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to amend the Bylaws (the ``ICE Bylaws'') of 
the Exchange's ultimate parent company, Intercontinental Exchange, Inc. 
(``ICE''), to designate its Chief Strategic Officer, Chief Technology 
Officer and General

[[Page 571]]

Counsel as ``Senior Officers'' of ICE. The text of the proposed rule 
change is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange seeks approval for its ultimate parent entity ICE \3\ 
to amend the ICE Bylaws to designate its Chief Strategic Officer, Chief 
Technology Officer and General Counsel (each, a ``Designated Officer'' 
and together, the ``Designated Officers'') as ``Senior Officers'' of 
ICE. Each Designated Officer was a Senior Officer under the ICE Bylaws 
prior to the acquisition by ICE of NYSE Euronext in 2013 because each 
also was a Senior Vice President. Under the ICE Bylaws, all Senior Vice 
Presidents are Senior Officers. As Senior Officers, the Designated 
Officers were entitled under Article X, Section 10.6 of the ICE Bylaws 
to indemnification by ICE against certain actions, suits and 
proceedings.
---------------------------------------------------------------------------

    \3\ ICE owns 100% of the equity interest in ICE Holdings, Inc. 
(``ICE Holdings''), which in turn owns 100% of the equity interest 
in NYSE Holdings, LLC (``NYSE Holdings''). NYSE Holdings owns 100% 
of the equity interest of NYSE Group, Inc., which in turn directly 
or indirectly owns 100% of the equity interest of three registered 
national securities exchanges and self-regulatory organizations--the 
Exchange, NYSE Arca, Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE 
MKT'').
---------------------------------------------------------------------------

    Upon consummation of the acquisition of NYSE Euronext, the three 
titles were streamlined and the term ``Senior Vice President'' was 
eliminated. Specifically, the officer whose former title was ``Senior 
Vice President, Chief Strategic Officer'' is now ``Chief Strategic 
Officer''; the officer whose former title was ``Senior Vice President, 
Chief Technology Officer'' is now ``Chief Technology Officer''; and the 
officer whose title was formerly ``Senior Vice President, General 
Counsel'' is now ``General Counsel''. The proposed amendment to the ICE 
Bylaws would assure that the Designated Officers continue to be 
identified as ``Senior Officers'' of ICE and therefore eligible for 
indemnification under Article X, Section 10.6 of the ICE Bylaws. The 
proposed rule change would not extend the indemnification provisions of 
the ICE Bylaws to any officers that were not historically indemnified 
nor would it alter the scope of the indemnity provided.\4\
---------------------------------------------------------------------------

    \4\ The Exchange's affiliates NYSE Arca and NYSE MKT have also 
submitted the same proposed rule filing in connection with the ICE 
Bylaw amendment.
---------------------------------------------------------------------------

    Under the proposed amendment, Section 5.1 of the ICE Bylaws would 
be amended to identify by title additional officers that the board of 
directors may choose, specifically a Chief Strategic Officer, a Chief 
Technology Officer and a General Counsel (the ``Designated Officers''). 
Section 5.1 would also be amended to expand the definition of the term 
``Senior Officer'' to include the Designated Officers and any other 
officer designated a ``Senior Officer'' by the Board or the 
Compensation Committee of the Board from time to time in its sole 
discretion. The amendments also would provide that any employee deemed 
an officer of the Corporation under Section 16 of the Exchange Act \5\ 
will be deemed a Senior Officer for purposes of the Bylaws.\6\
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78p.
    \6\ A copy of the proposed amendment to the ICE Bylaws is 
attached as Exhibit 5A. An extract from the resolutions adopted by 
the ICE board of directors on February 28, 2014 authorizing the 
proposed amendment is attached as Exhibit 5B.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that this filing is consistent with Section 
6(b) of the Exchange Act,\7\ in general, and Section 6(b)(5) of the 
Exchange Act,\8\ in particular, because the proposed rule change 
summarized herein would be consistent with and facilitate a governance 
and regulatory structure that is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to, and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest. The clarification of the 
right to indemnification will enhance the ability of the Designated 
Officers to carry out their responsibilities as officers of ICE, 
including their responsibilities under the Exchange Act.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not designed to address any competitive issue in the U.S. or 
European securities markets or have any impact on competition in those 
markets; rather, the clarification of the right to indemnification will 
enhance the ability of the Designated Officers to carry out their 
responsibilities as such, including their responsibilities under the 
Exchange Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ Because 
the foregoing proposed rule change does not: (i) Significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\11\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and the text of the proposed rule change, 
at least five business days prior to the date of filing of the 
proposed rule change, or such shorter time as designated by the 
Commission. The Commission has waived the five-day prefiling 
requirement in this case.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \12\ normally does not become operative for 30 days after the date 
of its

[[Page 572]]

filing. However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission believes 
that waiving the 30-day operative delay is consistent with the 
protection of investors and the public interest because the 
clarification of the right to indemnification may enhance the ability 
of the relevant officers of ICE to carry out their responsibilities as 
such, including their responsibilities under the Exchange Act, without 
delay. Therefore, the Commission hereby waives the operative delay and 
designates the proposed rule change operative upon filing.\14\
---------------------------------------------------------------------------

    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 17 CFR 240.19b-4(f)(6)(iii).
    \14\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2014-67 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2014-67. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2014-67, and should be 
submitted on or before January 27, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30898 Filed 1-5-15; 8:45 am]
BILLING CODE 8011-01-P
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