Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment Nos. 3 and 5 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 3 and 5, Amending Exchange Disciplinary Rules To Facilitate the Reintegration of Certain Regulatory Functions From Financial Industry Regulatory Authority, Inc., 72460-72465 [2015-29488]
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Federal Register / Vol. 80, No. 223 / Thursday, November 19, 2015 / Notices
rules of a clearing agency be designed to
promote the prompt and accurate
clearance and settlement of securities
transactions, and to the extent
applicable, derivative agreements,
contracts and transactions and to
comply with the provisions of the Act
and the rules and regulations
thereunder. ICC believes that the
proposed rule changes are consistent
with the requirements of the Act and the
rules and regulations thereunder
applicable to ICC, in particular, to
Section 17(A)(b)(3)(F).6 The proposed
rule changes will facilitate the prompt
and accurate clearance and settlement of
securities transactions and derivatives
agreements, contracts, and transactions,
as the proposed revisions accommodate
industry changes regarding the
reduction of the frequency for which SN
CDS contracts roll to the new on-the-run
contract. The proposed amendments to
the End-of-Day Price Discovery Policies
and Procedures will thus enable ICC to
appropriately complete its end of day
price discovery process in light of such
industry changes. The completion of
ICC’s end of day price discovery process
allows ICC to provide reliable, marketdriven prices for its CDS instruments.
As such, the proposed changes are
designed to promote the prompt and
accurate clearance and settlement of
securities transactions, derivatives
agreements, contracts, and transactions
within the meaning of Section
17A(b)(3)(F) 7 of the Act.
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B. Self-Regulatory Organization’s
Statement on Burden on Competition
ICC does not believe the proposed
rule changes would have any impact, or
impose any burden, on competition not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed changes are designed to
accommodate industry changes
regarding the reduction of the frequency
for which SN CDS contracts roll to the
new on-the-run-contract, and will apply
uniformly across all market participants.
ICC is not changing the products or
tenors of SN CDS offered, and does not
believe that the amendments will
adversely affect access to clearing or the
cost of clearing for CPs or other market
participants. Therefore, ICC does not
believe the proposed rule changes
impose any burden on competition that
is inappropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
Written comments relating to the
proposed rule change have not been
solicited or received. ICC will notify the
Commission of any written comments
received by ICC.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective upon filing pursuant to Section
19(b)(3)(A) 8 of the Act and Rule 19b–
4(f)(4)(i) thereunder, as the amendments
effect a change in an existing service of
a registered clearing agency that does
not adversely affect the safeguarding of
securities or funds in the custody or
control of the clearing agency or for
which it is responsible and does not
significantly affect the respective rights
or obligations of the clearing agency or
persons using the service, within the
meaning of Rule 19b–4(f)(4)(i). 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.
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–
ICC–2015–018 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–ICC–2015–018. 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
filings will also be available for
inspection and copying at the principal
office of ICE Clear Credit and on ICE
Clear Credit’s Web site at https://www.
theice.com/clear-credit/regulation.
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–ICC–2015–018 and should
be submitted on or before December 10,
2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Brent J. Fields,
Secretary.
[FR Doc. 2015–29489 Filed 11–18–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–76436; File No. SR–NYSE–
2015–35]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Amendment Nos. 3 and 5 and
Order Granting Accelerated Approval
of a Proposed Rule Change, as
Modified by Amendment Nos. 1, 3 and
5, Amending Exchange Disciplinary
Rules To Facilitate the Reintegration of
Certain Regulatory Functions From
Financial Industry Regulatory
Authority, Inc.
November 13, 2015.
I. Introduction
On August 5, 2015, New York Stock
Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’) pursuant
6 Id.
7 Id.
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Federal Register / Vol. 80, No. 223 / Thursday, November 19, 2015 / Notices
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change amending its disciplinary rules
to facilitate the reintegration of certain
regulatory functions from Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’). On August 14, 2015, the
Exchange filed Amendment No. 1 to the
proposed rule change, which amended
and replaced the proposed rule change
in its entirety. The proposed rule
change, as modified by Amendment No.
1, was published in the Federal Register
on August 24, 2015.3 On October 6,
2015, the Exchange filed Amendment
No. 2 to the proposal.4 On October 7,
2015, the Commission extended the
time period in which to either approve
the proposal, disapprove the proposal,
or institute proceedings to determine
whether to approve or disapprove the
proposal, to November 22, 2015.5 On
October 8, 2015, the Exchange filed
Amendment No. 3 to the proposed rule
change, which amended and replaced
Amendment No. 2 in its entirety.6 On
1 15
U.S.C. 19s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 75721
(August 18, 2015), 80 FR 51334 (‘‘Notice’’).
4 In Amendment No. 2, the Exchange revised
proposed NYSE Rules 9216, 9270 and 9310 to allow
any Director or member of the Committee for
Review (‘‘CFR’’) to require a review by the Board
of any determination or penalty, or both, imposed
in connection with an Acceptance, Waiver, and
Consent (‘‘AWC’’) letter or offer of settlement
determined to be uncontested before a hearing on
the merits has begun pursuant to Rules 9216 and
9270, respectively. The Exchange also amended its
proposed rules to permit any party to require
review by the Board of any rejection by the Chief
Regulatory Officer (‘‘CRO’’) of an AWC letter or
offer of settlement determined to be uncontested
before a hearing on the merits has begun. The
Exchange further amended Rule 9310(a)(2) to
provide that the transmission of the record of a
disciplinary proceeding applied only to review of
determinations made or penalties imposed by a
Hearing Panel or Extended Hearing Panel, and not
to determination made or penalties imposed
pursuant to an AWC letter or an offer of settlement
determined to be uncontested before a hearing on
the merits has begun as no hearing record would
exist. Finally, the Exchange also amended proposed
Rule 9120(t), Interested Staff, to reflect that the
terms ‘‘Regulatory Staff’’ and ‘‘Exchange Staff’’ have
the same meaning for purposes of the 8000 and
9000 series as defined in proposed Rule 9120(x),
Regulatory Staff. The amendment makes clear that
‘‘Interested Staff’’ encompasses any staff of the
Exchange or FINRA that directly or indirectly
participated in any proceeding brought under the
Code of Procedure, not just Regulatory Staff. The
Exchange further represented that the proposed
definition of ‘‘Interested Staff’’ is not intended to
substantively amend the rule and would encompass
all staff referenced in and covered by the current
definition.
5 See Securities Exchange Act Release No. 76088,
80 FR 61857 (October 14, 2015).
6 In Amendment No. 3, the Exchange restated
Amendment No. 2 and made the following changes:
(i) Clarified in its discussion that proposed NYSE
Rule 9310(a)(2) would apply to a review of a
determination or penalty imposed by a Hearing
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2 17
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October 28, 2015 and November 6, 2015,
the Exchange filed Amendment Nos. 4 7
and 5,8 respectively, to the proposed
rule change. Amendment No. 5
superseded Amendment No. 4 in its
entirety. The Commission received no
comments on the proposed rule change.
The Commission is publishing this
notice to solicit comment on this filing
as amended by Amendment Nos. 3 and
5 from interested persons, and is
approving the proposed rule change, as
modified by Amendment Nos. 1, 3 and
5, on an accelerated basis.
II. Description of the Proposal 9
The Exchange proposes to amend its
disciplinary rules to permit the
reintegration of certain regulatory
functions from FINRA as of January 1,
2016.
A. Background of the Proposed Rule
Change
On June 14, 2010, the NYSE, NYSE
Regulation and FINRA entered into a
Regulatory Services Agreement
(‘‘RSA’’), whereby FINRA was retained
to perform the market surveillance and
enforcement functions that had
previously been performed by NYSE,
Panel or Extended Hearing Panel, (ii) made a
technical change to its rule text to harmonize its
Exhibits 4 and 5, and (iii) amended proposed NYSE
Rule 9310(a) to reflect rule text recently approved
in NYSE–2015–27. See Securities Exchange Act
Release No. 75991 (September 28, 2015), 80 FR
59837 (October 2, 2015) (‘‘NYSE ROC Filing’’). The
Commission recently approved the Exchange’s
filing to, among other things, establish a Regulatory
Oversight Committee (‘‘ROC’’); terminate the
agreement delegating regulatory functions to NYSE
Regulation, Inc. (‘‘NYSE Regulation’’); and establish
a CFR modeled on the current NYSE Regulation
Board committee as a subcommittee of the ROC.
7 In Amendment No. 4, the Exchange clarified the
call for review process between January 1, 2016,
when the proposed amendments to Rule 9216,
9270, and 9310 would be effective, if approved, and
the termination of the delegation agreement and
creation of the NYSE’s ROC and CFR. The Exchange
represented that the NYSE ROC and CFR would be
created and the delegation agreement terminated no
later than June 1, 2016. The Exchange further
represented that it would be able to operate
consistent with its proposed call for review process
in proposed Rule 9310. Prior to the termination of
the delegation agreement, a member of NYSE
Regulation’s CFR could call a matter for review. A
matter called for review would be heard by the
current NYSE Regulation’s CFR and would be
considered final action of the Exchange and could
not be appealed to the Exchange Board. After the
termination of the delegation agreement, a member
of NYSE’s CFR would have the authority to call a
matter for review.
8 In Amendment No. 5, the Exchange
substantially restated Amendment No. 4, but further
clarified that prior to the termination of the
delegation agreement, the NYSE Regulation’s CFR
would be acting on behalf of the Exchange’s Board
of Directors and any decision would be considered
final action of the Exchange. The Exchange also
deleted the final sentence of Amendment No. 4.
9 A full description of the proposed rule change
may be found in the Notice, supra note 3.
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72461
through its wholly-owned subsidiary
NYSE Regulation. Pursuant to the RSA,
FINRA has been performing Exchange
enforcement-related regulatory services,
including investigating and bringing
enforcement actions for violations of
Exchange rules, and conducting
disciplinary proceedings arising out of
such enforcement actions, including
those relating to NYSE-only rules and
against dual members and non-FINRA
members. To facilitate FINRA’s
performance of these functions, the
Exchange amended its rules to provide
that Exchange rules that refer to NYSE
Regulation or its staff, Exchange staff,
and Exchange departments should be
understood to also refer to FINRA staff
and FINRA departments acting on
behalf of the Exchange pursuant to the
RSA.10
In 2013, the Exchange adopted new
disciplinary rules that are, with certain
exceptions, substantially the same as the
FINRA Rule 8000 Series and Rule 9000
Series, which set forth rules for
conducting investigations and
enforcement actions.11 Those rules were
implemented on July 1, 2013,12 and,
among other things, the rules: (i)
Identify FINRA’s Department of
Enforcement and Department of Market
Regulation as the departments permitted
to commence disciplinary proceedings,
when authorized by FINRA’s Office of
Disciplinary Affairs (‘‘ODA’’); (ii)
identify ODA as the office permitted to
accept or reject an AWC or minor rule
violation plan letter on behalf of the
Board; and (iii) identify ODA as the
office permitted to accept or reject an
offer of settlement if not opposed by
FINRA’s Department of Enforcement or
Department of Market Regulation. Those
rules do not, however, specify whether
Exchange staff or departments may
perform the functions described in the
rules.
In October 2014, the Exchange
announced that, upon expiration of the
current RSA on December 31, 2015,
certain market surveillance,
investigation and enforcement functions
performed by FINRA on behalf of the
Exchange would be reintegrated.13
10 See NYSE Rule 0. References to NYSE
Regulation and its staff were removed from NYSE
Rule 0 as part of the NYSE ROC Filing. See NYSE
ROC Filing, supra note 6.
11 See Securities Exchange Act Release Nos.
68678 (January 16, 2013), 78 FR 5213 (January 24,
2013) (SR–NYSE–2013–02), 69045 (March 5, 2013),
78 FR 15394 (March 11, 2013) (SR–NYSE–2013–02),
and 69963 (July 10, 2013), 78 FR 42573 (July 16,
2013) (SR–NYSE–2013–49).
12 See NYSE Information Memorandum 13–8
(May 24, 2013).
13 According to the Exchange, it anticipates that
FINRA, under a new RSA currently being
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Federal Register / Vol. 80, No. 223 / Thursday, November 19, 2015 / Notices
Therefore, effective January 1, 2016, the
Exchange would perform certain of the
market surveillance, investigation and
enforcement functions FINRA was
retained to perform in 2010. According
to the Exchange, the proposed changes
to the disciplinary rules in the present
filing are necessary to permit the
Exchange to perform these functions.
B. Proposal
The Exchange proposes the following
changes to facilitate the reintegration of
certain regulatory functions from FINRA
by providing that investigative and
enforcement functions of the Exchange
under the Rule 8000 and 9000 Series
would be performed by personnel and
departments reporting to the CRO of the
Exchange 14 or by FINRA personnel and
departments. These changes would be
operative on January 1, 2016.
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1. Replacement of References to
Exchange and FINRA Departments and
Personnel With References to
Enforcement and Regulatory Staff
NYSE Rule 9210 sets forth the
definitions applicable to the
disciplinary code. The Exchange
proposes to add definitions of
‘‘Enforcement,’’ referring to any
department reporting to the CRO of the
Exchange with responsibility for
investigating or imposing sanctions on a
member organization or covered person,
in addition to FINRA’s Departments of
Enforcement and Market Regulation; 15
and ‘‘Regulatory Staff,’’ referring to any
officer or employee reporting, directly
or indirectly, to the CRO of the
Exchange, in addition to FINRA staff
acting on behalf of the Exchange in
connection with the Rule 8000 and 9000
Series.16 According to the Exchange, the
proposed amendments would allow
disciplinary actions to be investigated
and prosecuted on the Exchange’s
behalf by officers or employees
reporting to the CRO beginning on
January 1, 2016, while still enabling
negotiated, would continue to conduct, inter alia,
the registration, testing and examination of brokerdealer members of the Exchange, and certain crossmarket surveillance and related investigation and
enforcement activities. See Notice, supra note 3, at
n.9.
14 Prior to the NYSE ROC Filing, NYSE
Regulation staff reported to the Chief Executive
Officer of NYSE Regulation, who was also the CRO
of the Exchange.
15 See Proposed Rule 9120(m).
16 See Proposed Rule 9210(x). Certain rules in the
Rule 8000 and 9000 Series currently refer to
‘‘Exchange staff.’’ The proposed definition of
‘‘Regulatory Staff’’ also provides that for purposes
of the Rule 8000 Series and Rule 9000 Series
(except for Rule 9557), the term ‘‘Exchange staff’’
would have the same meaning as ‘‘Regulatory
Staff.’’ The Commission notes that Exchange Rule
9557 already defines ‘‘Exchange staff’’ for purposes
of that Rule. See NYSE Rule 9557(h).
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FINRA staff to continue to perform
investigative and disciplinary activities
that FINRA is authorized to perform on
the Exchange’s behalf. Accordingly, the
Exchange proposes to amend Rules
9120, 9131, 9146, 9211, 9212, 9213,
9215, 9216, 9251, 9253, 9264, 9269,
9270, 9551, 9552, 9554, 9556, 9810,
9820 and 9830 to replace references to
Exchange and FINRA departments and
personnel 17 with references to the
defined terms ‘‘Enforcement’’ and
‘‘Regulatory Staff.’’
The Exchange further proposes to
streamline the definition of ‘‘Interested
Staff’’ (Rule 9120(u)) to eliminate
references to Exchange and FINRA
departments and staff, and provide that
‘‘Interested Staff’’ under any proceeding
brought under the Code of Procedure
(‘‘Code’’) means Regulatory Staff or
staff 18 who (i) report, directly or
indirectly, to any Enforcement
employee, or to the head of any
department or office that issues a notice
or decision or is designated as a Party
under the Rule 9000 Series, (ii) directly
participated in the authorization or
initiation of a complaint or proceeding,
(iii) directly participated in the
proceeding, or (iv) directly participated
in an examination, investigation,
prosecution, or litigation related to a
proceeding, as well as any person(s)
who supervises such staff. Thus,
according to the Exchange, as in the
current definition, the new definition of
‘‘Interested Staff’’ in a particular matter
encompasses supervisory personnel up
to the most senior level, including the
CRO, when staff reporting to such
supervisory personnel directly
participated in the matter.
2. Independence of the CRO and Staff in
the Disciplinary Process
The Exchange proposes to amend
Rules 8210 and 9110 to add rule text
providing that in performing functions
under the Code, as well as in performing
the functions necessary to an
17 The Exchange also proposes to delete the
definitions of ‘‘Head of Enforcement’’ (Rule 9120(q))
and ‘‘Head of Market Regulation’’ (Rule 9120(r)),
which refer to the FINRA department heads. The
Commission notes that these defined terms only
appear in the 8000 and 9000 series in the definition
of ‘‘Interested Staff,’’ which the Exchange is also
proposing to amend. The Exchange also proposes to
delete the definition of ODA (Rule 9120(v)) and
replace all references to ODA in the Exchange’s
rules with CRO, for the reasons discussed in
‘‘Substitution of CRO for ODA in Rules 9211, 9216
and 9270,’’ infra. The remaining definitions in Rule
9120 would be renumbered.
18 See Amendment No. 3, supra note 6 (replacing
the term ‘‘Exchange staff’’ with ‘‘staff’’ in proposed
Rule 9120(t)). The Exchange has represented that
the proposed definition is not intended to
substantively amend the rule and would encompass
all staff referenced in and covered by the current
definition. Id.
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investigation, developing a complaint,
examination, or proceeding authorized
by Exchange rules, the CRO and
Regulatory Staff would function
independently of the commercial
interests of the Exchange and the
commercial interests of the member
organizations.
3. One Year Revolving Door Restriction
and Prohibition on Serving as Expert
Witness
The Exchange proposes to amend
Rules 9141 and 9242 to prohibit former
Regulatory Staff from appearing on
behalf of any other person in a
proceeding under the Rule 9000 Series
and from providing expert testimony on
behalf of any other person in a
proceeding under the Rule 9000 Series
within one year of termination of
employment with the Exchange or
FINRA, respectively. However,
Regulatory Staff would be permitted to
testify as a witness on behalf of the
Exchange or FINRA.
4. Substitution of CRO for ODA in Rules
9211, 9216 and 9270
The Exchange proposes to amend
Rules 9211, 9216 and 9270 to provide
that the CRO would be responsible for
(i) authorizing Enforcement to issue a
complaint; (ii) accepting or rejecting
AWC letters and minor rule violation
plan letters; and (iii) accepting or
rejecting uncontested offers of
settlement before a hearing on the
merits has begun, rather than FINRA’s
ODA.19
5. Call for Review Process 20
The Exchange proposes to amend
Rules 9216, 9270 and 9310 to permit a
Director and any member of the CFR to
require a review by the Board of any
AWC letter under Rule 9216 and any
offer of settlement under Rule 9270. The
Exchange also proposes to permit any
party to require a review by the Board
of any rejection by the CRO or Hearing
Panel or Extended Hearing Panel of an
AWC letter or uncontested offer of
settlement.
19 After a hearing on the merits has begun, an
uncontested offer of settlement would continue to
be considered by a Hearing Panel or Extended
Hearing Panel as provided for under the current
rule. See Proposed Rule 9270(f). The Exchange has
represented that, because the Exchange does not
have sanction guidelines, the CRO, Hearing Panel,
or Extended Hearing Panel, as applicable, would
consider Exchange precedent or such other
precedent as it deemed appropriate in determining
whether or not to accept a settlement offer under
Rule 9270. See Notice, supra note 3, at n.19.
20 See Amendment No. 3, supra note 6.
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a. Call for Review of AWC Letters and
Offers of Settlement
The Exchange proposes to add
subparagraph (B)(i) to Rule 9310(a)(1),
providing that any Director and any
member of the CFR may require a
review by the Board of any
determination or penalty, or both,
imposed in connection with an AWC
letter under Rule 9216 or an offer of
settlement determined to be
uncontested before a hearing on the
merits has begun under Rule 9270(f),
except that none of those persons could
request Board review of a determination
or penalty concerning an Exchange
member or member organization that is
an affiliate of the Exchange. Under
current Rule 9310(a)(1), the call for
review process encompasses only
determinations or penalties imposed by
a Hearing Panel or Extended Hearing
Panel, and thus is not available with
respect to AWC letters and offers of
settlement determined to be
uncontested before a hearing on the
merits has begun. The Exchange further
proposes that a request for review
would be made by filing with the
Secretary of the Exchange a written
request stating the basis and reasons for
such review, within 25 days after an
AWC letter or an offer of settlement has
been sent to each Director and each
member of the CFR pursuant to Rule
9216(a)(4) or Rule 9270(f)(3).21 The
Exchange proposes that the Secretary of
the Exchange would give notice of any
such request for review to the parties.
b. Call for Review of Rejected AWC
Letters and Offers of Settlement
In addition to broadening the types of
settlements with respect to which a
Director or member of the CFR may
require Board review, the Exchange
proposes that any party could require a
review by the Exchange Board of
Directors of any rejection by the CRO of
an AWC letter under Rule 9216 or an
offer of settlement determined to be
uncontested before a hearing on the
merits has begun under Rule 9270(f),
except that no party could request Board
review of a rejection of an AWC letter
or offer of settlement concerning an
Exchange member or member
organization that is an affiliate of the
Exchange. Thus, while current Rule
9310(a)(1) permits parties to request
Board review of a determination by a
Hearing Panel or Extended Hearing
21 Conforming changes would be made to Rule
9216(a)(3) and (4) and Rule 9270(f)(3) and (g). Rule
9216(a)(3) would be further amended to provide
that if an AWC letter is rejected by the CRO, the
member organization or covered person who
executed the letter would be notified in writing and
the letter deemed withdrawn.
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Panel to reject an uncontested offer of
settlement, the proposed rule change
would also allow parties to request
Board review of any rejection of an
AWC letter or uncontested offer of
settlement by the CRO. Under
subparagraph (B)(ii) of proposed Rule
9310(a)(1), such a request for review
would be made by filing with the
Secretary of the Exchange a written
request therefor, which states the basis
and reasons for such review, within 25
days after notification pursuant to Rule
9216(a)(3) or Rule 9270(h) that an AWC
letter or uncontested offer of settlement
or order of acceptance is not accepted
by the CRO. The Exchange proposes that
the Secretary of the Exchange would
give notice of any such request for
review to the parties.
6. Miscellaneous Amendments to Rules
476, 8120, 9001, 9110, 9217, 9232, 9310
and 9810
The Exchange also proposes
amending Rules 476, 8120, 9001, 9110,
9217, 9232, 9310 and 9810 to make
certain technical changes and correct a
typographical error in Exchange Rule
9217. Specifically, the Exchange
proposes to (i) include a reference to the
8000 series in Rule 476(a) and Exchange
Rule 9001, (ii) delete obsolete text in
Rule 476 and 9110, (iii) cross-reference
the term ‘‘Regulatory Staff’’ in Rule
8120, (iv) revise Rule 9232 to provide
that the Board shall from time to time
appoint a Hearing Board in lieu of the
Chairman of the Board subject to the
Board’s approval, (v) revise the title of
Rule 9810(a) from ‘‘Department of
Enforcement or Department of
Regulation’’ to ‘‘Enforcement; Service
and Filing of Notice,’’ and (vi) amend
Rule 9310 to provide that none of the
persons referenced in the Rule, i.e.,
Board Directors, members of the
Committee for Review, and the parties,
may request Board review of a decision
concerning an Exchange member
organization that is an affiliate. Under
the current Rule, only the parties are
prohibited from requesting Board
review of a decision in such
circumstances.
III. Discussion and Commission
Findings
The Commission believes that the
proposed rule change, as modified by
Amendment Nos. 1, 3 and 5, is
consistent with Section 6 of the Act,22
and the rules and regulations
thereunder applicable to a national
securities exchange.23 Specifically, the
22 15
U.S.C. 78f(b).
approving the proposed rule change, as
modified by Amendment Nos. 1, 3 and 5, the
23 In
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72463
Commission finds that the proposed
rule change is consistent with Section
6(b)(5) of the Act,24 which requires
among other things, that the Exchange’s
rules be 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,
and to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system. In addition, the Commission
finds that the proposed rule change is
consistent with Section 6(b)(7) of the
Act,25 which requires in part, that the
rules of the Exchange provide fair
procedures 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.
The Commission believes that (i)
eliminating specific references to FINRA
departments and replacing them with
‘‘Enforcement,’’ which would include
departments reporting to the CRO of the
Exchange with responsibility for
investigating or sanctioning member
organizations or covered persons, as
well as FINRA’s Departments of
Enforcement and Market Regulation,
and (ii) using the term ‘‘Regulatory Staff,
’’ which would include both Exchange
employees, including officers, reporting
directly or indirectly to the CRO and
FINRA staff acting on behalf of the
Exchange in connection with the 8000
and 9000 series, should enable the
Exchange to perform the functions
described in the rules after it resumes
certain regulatory functions next year.
In addition, the proposed rule change
would continue to allow FINRA to
perform certain functions, such as crossmarket surveillance and related
investigation and enforcement activities,
on behalf of the Exchange.26 According
to the Exchange, the substance of the
rules would remain unchanged.27
Commission notes that it has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
24 15 U.S.C. 78f(b)(5).
25 15 U.S.C. 78f(b)(7).
26 See supra note 13.
27 See Notice, supra note 3, at 51339. The
Exchange is also proposing to streamline its
definition of ‘‘Interested Staff’’ under proposed Rule
9120(t). While specific references to the heads of
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The Commission also believes that
making the CRO responsible for
authorizing complaints and approving
AWC letters, minor rule violation plan
letters and offers of settlement
determined to be uncontested prior to a
hearing on the in merits, in place of
FINRA’s ODA is consistent with the
Act. These changes are similar to the
rules of other self-regulatory
organizations.28 Moreover, as part of the
proposed rule change, the Exchange
proposes codifying the requirement that
the CRO and Regulatory Staff function
independently of the commercial
interests of the Exchange and member
organizations in performing their
functions under the 8000 and 9000
series. These provisions recognize the
importance of maintaining the integrity
and independence of the disciplinary
process and should help to ensure that
the Exchange acts in an independent
and impartial manner in performing its
regulatory functions.29 The call for
review process proposed in Rule
9310(a) 30 should provide additional
oversight of the AWC and settlement
process and further help to ensure
impartial results.31 These changes are
consistent with the statutory
requirement to provide a fair procedure
for disciplining members.
The Commission also believes that it
is consistent with the Act for the
Exchange to have a rule prohibiting
former Regulatory Staff from
representing respondents and providing
departments have been deleted, the Exchange has
represented that it is not substantively amending
the rule and it would encompass all staff referenced
in and covered by the current definition. See
Amendment No. 3, supra note 6.
28 For example, the International Securities
Exchange (‘‘ISE’’) requires its CRO to approve the
statement of charges. See ISE Rule 1604. The ISE
also requires offers of settlement to be approved by
its CRO if a panel has not yet been appointed.
However, letters of consent must be found
acceptable by the CRO and then approved by its
business conduct committee. See ISE Rules 1603
and 1609. BATS Exchange, Inc. (‘‘BATS’’) Rule 8.3,
however, allows its CRO to accept letters of
consent; BATS Rule 8.8 permits its CRO to accept
or reject settlement agreements, subject to a call for
review by its Board pursuant to BATS Rule 8.10(c).
29 See Proposed rules 8210(a) and 9110(a). The
Commission expects the Exchange to affirmatively
monitor and enforce compliance with these
proposed rules, as it does with the other rules of
the Exchange and consistent with its statutory
obligations.
30 See Amendment No. 3, supra note 6.
31 Furthermore, the Commission notes that the
Exchange has represented that, because the
Exchange does not have sanction guidelines, the
CRO, Hearing Panel, or Extended Hearing Panel, as
applicable, would consider Exchange precedent or
such other precedent as it deemed appropriate in
determining whether or not to accept a settlement
offer under Rule 9270. See Notice, supra note 3, at
n.19. The Commission would also expect the
Exchange to consider precedent in determining
whether to accept or reject an AWC letter under
Rule 9216.
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expert testimony in Exchange
disciplinary matters within one year of
termination of employment with either
FINRA or the Exchange. These
provisions are substantially similar to
FINRA Rules 9141(c) and 9242(b),32
which the Exchange did not adopt in
2013 when the Exchange adopted its
8000 and 9000 series based on FINRA’s
rules. At the time, the Exchange
believed such provisions were
unnecessary as its employees were not
generally involved in the regulatory and
disciplinary functions which were
carried out by FINRA on behalf of the
Exchange. As such, their appearance
would not have created the same type
of conflict of interest.33 Given that the
Exchange now proposes to perform
functions under the 8000 and 9000
series, in addition to FINRA, the
Commission believes that it is
appropriate for the Exchange to adopt
similar provisions.
Finally, with respect to the
Exchange’s proposed miscellaneous
changes to Rules 476, 8120, 9001, 9110,
9217, 9232, 9310 and 9810, the
Commission notes that most of these
changes, such as deleting obsolete text,
correcting a typographical error, adding
cross-references, and amending the title
of a rule to better reflect the rule, are
merely technical in nature. With respect
to the Exchange’s proposed change to
Rule 9232, which would require the
Board to appoint a Hearing Board in lieu
of the Chairman of the Board, subject to
the Board’s approval, the Commission
believes that as the Board is currently
required to approve the appointment of
the Hearing Board, it is unnecessary to
require the Chairman to appoint the
Hearing Board as an initial matter. Also,
with respect to the Exchange’s proposed
changes to Rule 9310(a), the
Commission notes that some of the
changes to this filing are necessary to
reflect recently approved rule text.34
Moreover, the Exchange’s proposed
change to prohibit any party, Director,
or CFR member from appealing a
decision concerning an affiliate of the
Exchange to the Exchange Board is
consistent with the Exchange’s current
Rule 9268(e), which states that a
32 FINRA’s rules only apply to officers of FINRA
and termination of employment with FINRA, while
the Exchange’s proposed rules would apply to all
Regulatory Staff and termination of employment
with FINRA or the Exchange.
33 See Securities Exchange Act Release No. 69045,
supra note 11, at n.14 and 21. The Commission
notes that the Exchange, similar to FINRA, would
permit a former Regulatory Staff member to testify
as a witness on behalf of the Exchange or FINRA.
See Proposed Rule 9242(b). The Commission does
not believe that this poses the same potential
conflict of interest.
34 See Amendment No. 3, supra note 6.
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Sfmt 4703
majority decision of the Hearing Panel
or Extended Hearing Panel with respect
to an affiliate of the Exchange is final
disciplinary action of the Exchange that
may not be reviewed under Rule 9310.
For the foregoing reasons, the
Commission finds that the proposed
rule change, as modified by Amendment
Nos. 1, 3, and 5, is consistent with
Sections 6(b)(5) and 6(b)(7) of the Act 35
and the rules and regulations
thereunder applicable to a national
securities exchange.
IV. Accelerated Approval of the
Proposed Rule Change as Modified by
Amendment Nos. 1, 3 and 5
The Commission finds good cause,
pursuant to Section 19(b)(2) of the Act,
to approve the proposal, as modified by
Amendment Nos. 1, 3, and 5, prior to
the 30th day after publication of
Amendment Nos. 3 and 5 in the Federal
Register. Currently, the Exchange’s call
for review process under Rule 9310(a)
only applies to determinations or
penalties imposed by a Hearing Panel or
Extended Hearing Panel under the 9200
series. Amendment No. 3 would allow
a call for review in a broader array of
contexts, including when a CRO accepts
or rejects an AWC letter or an offer of
settlement determined to be
uncontested before a hearing on the
merits has begun, unless the
determination applies to an affiliate.
The Commission notes that NYSE’s
proposed call for review process is
substantially similar to the current call
for review process under Rule 9310(a)(1)
and NYSE Rule 476(g) and therefore,
does not raise any novel issues.36
Further, in Amendment No. 5, the
Exchange merely clarified the
application of the call for review
process after the effective date of the
proposed rules, if approved, and prior to
the termination of the delegation
agreement and confirmed that the
Exchange would operate consistent with
its rules in permitting calls for review
during that time. Accordingly, the
Commission finds good cause, pursuant
to Section 19(b)(2) of the Act,37 to
35 15
U.S.C. 78f(b)(5) and (7).
Commission notes that the other changes
made in Amendment No. 3 are merely technical
changes to the Exchange’s rule text to (i)
incorporate changes recently approved in the NYSE
ROC Filing, (ii) reflect that the terms ‘‘Regulatory
Staff’’ and ‘‘Exchange Staff’’ have the same meaning
for purposes of the 8000 and 9000 series as defined
in proposed Rule 9120(x), Regulatory Staff, and (iii)
clarify that the transmission of the record of a
disciplinary proceeding only applies to reviews of
determinations made or penalties imposed by a
Hearing Panel or Extended Hearing Panel as a
hearing record would not exist under the
circumstances provided for under Rule
9310(a)(1)(B).
37 15 U.S.C. 78s(b)(2).
36 The
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Federal Register / Vol. 80, No. 223 / Thursday, November 19, 2015 / Notices
approve the proposed rule change, as
modified by Amendment Nos. 1, 3 and
5, on an accelerated basis.
V. Solicitation of Comments on
Amendment Nos. 3 and 5
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether this filing, as
modified by Amendment Nos. 3 and 5,
is consistent with the Act. Comments
may be submitted by any of the
following methods:
Electronic Comments
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,38 that the
proposed rule change, as modified by
Amendment Nos. 1, 3 and 5 (NYSE–
2015–35) be, and it hereby is, approved
on an accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.39
Brent J. Fields,
Secretary.
[FR Doc. 2015–29488 Filed 11–18–15; 8:45 am]
BILLING CODE 8011–01–P
• 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–2015–35 on the subject line.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–76438; File No. SR–
NYSEARCA–2015–108]
Paper Comments
mstockstill on DSK4VPTVN1PROD with NOTICES
• 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–2015–35. 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–
2015–35, and should be submitted on or
before December 10, 2015.
VerDate Sep<11>2014
16:00 Nov 18, 2015
Jkt 238001
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending the NYSE Arca
Options Fee Schedule
November 13, 2015.
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
November 2, 2015, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory 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 the
NYSE Arca Options Fee Schedule (‘‘Fee
Schedule’’). The Exchange proposes to
implement the fee changes effective
November 2, 2015. 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.
38 15
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
39 17
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Fmt 4703
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72465
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 purpose of this filing is to amend
the Fee Schedule in a number of
different ways, effective November 2,
2015. Specifically, the Exchange
proposes to increase certain Take
Liquidity Fees charged; to introduce
new posting credits; and to modify the
Take Fee Discount Qualification, as
described below.
Transaction Fees for Taking Liquidity in
Penny Pilot Issues
The Exchange proposes to modify the
fees paid by Market Makers, Lead
Market Makers, Firms and Broker
Dealers, and Professional Customers
(collectively, ‘‘Non-Customers’’) for
Taking Liquidity in Penny Pilot Issues
(‘‘Take Fees’’). Currently, NonCustomers pay Take Fees of $0.50 per
contract for electronic executions. The
Exchange proposes to raise that fee to
$0.52 per contract, which is within the
range of fees charged by competing
option exchanges.4
Customer Monthly Posting Credit Tiers
for Penny Pilot Issues
The Exchange is proposing to add a
new tier to the Customer Monthly
Posting Credit Tiers for Penny Pilot
Issues (‘‘Posting Credit Tiers,’’ each a
‘‘Tier’’), which currently has six Tiers.
4 For example, MIAX charges $0.55 for executions
[sic] in the following penny pilot options: EEM,
GLD, IWM, QQQ and SPY. See MIAX fee schedule,
available here, https://www.miaxoptions.com/sites/
default/files/MIAX_Options_Fee_Schedule_
10012015C.pdf. BOX assesses fees greater than
$0.55 to Non-customers [sic] for executions in
penny pilot options. See BOX Options fee schedule,
available here, https://boxexchange.com/assets/
BOX_Fee_Schedule.pdf. In addition, NOM recently
proposed to charge non-NOM Market Markers $0.55
for executions in the following penny pilot options:
EEM, GLD, IWM, QQQ, and SPY; and charge all
other account types $0.50 for removing liquidity in
these symbols. See File SR–NASDAQ–2015 [sic].
E:\FR\FM\19NON1.SGM
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]]>Agencies
[Federal Register Volume 80, Number 223 (Thursday, November 19, 2015)]
[Notices]
[Pages 72460-72465]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-29488]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-76436; File No. SR-NYSE-2015-35]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Amendment Nos. 3 and 5 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment Nos. 1, 3 and 5, Amending Exchange Disciplinary Rules To
Facilitate the Reintegration of Certain Regulatory Functions From
Financial Industry Regulatory Authority, Inc.
November 13, 2015.
I. Introduction
On August 5, 2015, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') pursuant
[[Page 72461]]
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change amending its
disciplinary rules to facilitate the reintegration of certain
regulatory functions from Financial Industry Regulatory Authority, Inc.
(``FINRA''). On August 14, 2015, the Exchange filed Amendment No. 1 to
the proposed rule change, which amended and replaced the proposed rule
change in its entirety. The proposed rule change, as modified by
Amendment No. 1, was published in the Federal Register on August 24,
2015.\3\ On October 6, 2015, the Exchange filed Amendment No. 2 to the
proposal.\4\ On October 7, 2015, the Commission extended the time
period in which to either approve the proposal, disapprove the
proposal, or institute proceedings to determine whether to approve or
disapprove the proposal, to November 22, 2015.\5\ On October 8, 2015,
the Exchange filed Amendment No. 3 to the proposed rule change, which
amended and replaced Amendment No. 2 in its entirety.\6\ On October 28,
2015 and November 6, 2015, the Exchange filed Amendment Nos. 4 \7\ and
5,\8\ respectively, to the proposed rule change. Amendment No. 5
superseded Amendment No. 4 in its entirety. The Commission received no
comments on the proposed rule change. The Commission is publishing this
notice to solicit comment on this filing as amended by Amendment Nos. 3
and 5 from interested persons, and is approving the proposed rule
change, as modified by Amendment Nos. 1, 3 and 5, on an accelerated
basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 19s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 75721 (August 18,
2015), 80 FR 51334 (``Notice'').
\4\ In Amendment No. 2, the Exchange revised proposed NYSE Rules
9216, 9270 and 9310 to allow any Director or member of the Committee
for Review (``CFR'') to require a review by the Board of any
determination or penalty, or both, imposed in connection with an
Acceptance, Waiver, and Consent (``AWC'') letter or offer of
settlement determined to be uncontested before a hearing on the
merits has begun pursuant to Rules 9216 and 9270, respectively. The
Exchange also amended its proposed rules to permit any party to
require review by the Board of any rejection by the Chief Regulatory
Officer (``CRO'') of an AWC letter or offer of settlement determined
to be uncontested before a hearing on the merits has begun. The
Exchange further amended Rule 9310(a)(2) to provide that the
transmission of the record of a disciplinary proceeding applied only
to review of determinations made or penalties imposed by a Hearing
Panel or Extended Hearing Panel, and not to determination made or
penalties imposed pursuant to an AWC letter or an offer of
settlement determined to be uncontested before a hearing on the
merits has begun as no hearing record would exist. Finally, the
Exchange also amended proposed Rule 9120(t), Interested Staff, to
reflect that the terms ``Regulatory Staff'' and ``Exchange Staff''
have the same meaning for purposes of the 8000 and 9000 series as
defined in proposed Rule 9120(x), Regulatory Staff. The amendment
makes clear that ``Interested Staff'' encompasses any staff of the
Exchange or FINRA that directly or indirectly participated in any
proceeding brought under the Code of Procedure, not just Regulatory
Staff. The Exchange further represented that the proposed definition
of ``Interested Staff'' is not intended to substantively amend the
rule and would encompass all staff referenced in and covered by the
current definition.
\5\ See Securities Exchange Act Release No. 76088, 80 FR 61857
(October 14, 2015).
\6\ In Amendment No. 3, the Exchange restated Amendment No. 2
and made the following changes: (i) Clarified in its discussion that
proposed NYSE Rule 9310(a)(2) would apply to a review of a
determination or penalty imposed by a Hearing Panel or Extended
Hearing Panel, (ii) made a technical change to its rule text to
harmonize its Exhibits 4 and 5, and (iii) amended proposed NYSE Rule
9310(a) to reflect rule text recently approved in NYSE-2015-27. See
Securities Exchange Act Release No. 75991 (September 28, 2015), 80
FR 59837 (October 2, 2015) (``NYSE ROC Filing''). The Commission
recently approved the Exchange's filing to, among other things,
establish a Regulatory Oversight Committee (``ROC''); terminate the
agreement delegating regulatory functions to NYSE Regulation, Inc.
(``NYSE Regulation''); and establish a CFR modeled on the current
NYSE Regulation Board committee as a subcommittee of the ROC.
\7\ In Amendment No. 4, the Exchange clarified the call for
review process between January 1, 2016, when the proposed amendments
to Rule 9216, 9270, and 9310 would be effective, if approved, and
the termination of the delegation agreement and creation of the
NYSE's ROC and CFR. The Exchange represented that the NYSE ROC and
CFR would be created and the delegation agreement terminated no
later than June 1, 2016. The Exchange further represented that it
would be able to operate consistent with its proposed call for
review process in proposed Rule 9310. Prior to the termination of
the delegation agreement, a member of NYSE Regulation's CFR could
call a matter for review. A matter called for review would be heard
by the current NYSE Regulation's CFR and would be considered final
action of the Exchange and could not be appealed to the Exchange
Board. After the termination of the delegation agreement, a member
of NYSE's CFR would have the authority to call a matter for review.
\8\ In Amendment No. 5, the Exchange substantially restated
Amendment No. 4, but further clarified that prior to the termination
of the delegation agreement, the NYSE Regulation's CFR would be
acting on behalf of the Exchange's Board of Directors and any
decision would be considered final action of the Exchange. The
Exchange also deleted the final sentence of Amendment No. 4.
---------------------------------------------------------------------------
II. Description of the Proposal \9\
---------------------------------------------------------------------------
\9\ A full description of the proposed rule change may be found
in the Notice, supra note 3.
---------------------------------------------------------------------------
The Exchange proposes to amend its disciplinary rules to permit the
reintegration of certain regulatory functions from FINRA as of January
1, 2016.
A. Background of the Proposed Rule Change
On June 14, 2010, the NYSE, NYSE Regulation and FINRA entered into
a Regulatory Services Agreement (``RSA''), whereby FINRA was retained
to perform the market surveillance and enforcement functions that had
previously been performed by NYSE, through its wholly-owned subsidiary
NYSE Regulation. Pursuant to the RSA, FINRA has been performing
Exchange enforcement-related regulatory services, including
investigating and bringing enforcement actions for violations of
Exchange rules, and conducting disciplinary proceedings arising out of
such enforcement actions, including those relating to NYSE-only rules
and against dual members and non-FINRA members. To facilitate FINRA's
performance of these functions, the Exchange amended its rules to
provide that Exchange rules that refer to NYSE Regulation or its staff,
Exchange staff, and Exchange departments should be understood to also
refer to FINRA staff and FINRA departments acting on behalf of the
Exchange pursuant to the RSA.\10\
---------------------------------------------------------------------------
\10\ See NYSE Rule 0. References to NYSE Regulation and its
staff were removed from NYSE Rule 0 as part of the NYSE ROC Filing.
See NYSE ROC Filing, supra note 6.
---------------------------------------------------------------------------
In 2013, the Exchange adopted new disciplinary rules that are, with
certain exceptions, substantially the same as the FINRA Rule 8000
Series and Rule 9000 Series, which set forth rules for conducting
investigations and enforcement actions.\11\ Those rules were
implemented on July 1, 2013,\12\ and, among other things, the rules:
(i) Identify FINRA's Department of Enforcement and Department of Market
Regulation as the departments permitted to commence disciplinary
proceedings, when authorized by FINRA's Office of Disciplinary Affairs
(``ODA''); (ii) identify ODA as the office permitted to accept or
reject an AWC or minor rule violation plan letter on behalf of the
Board; and (iii) identify ODA as the office permitted to accept or
reject an offer of settlement if not opposed by FINRA's Department of
Enforcement or Department of Market Regulation. Those rules do not,
however, specify whether Exchange staff or departments may perform the
functions described in the rules.
---------------------------------------------------------------------------
\11\ See Securities Exchange Act Release Nos. 68678 (January 16,
2013), 78 FR 5213 (January 24, 2013) (SR-NYSE-2013-02), 69045 (March
5, 2013), 78 FR 15394 (March 11, 2013) (SR-NYSE-2013-02), and 69963
(July 10, 2013), 78 FR 42573 (July 16, 2013) (SR-NYSE-2013-49).
\12\ See NYSE Information Memorandum 13-8 (May 24, 2013).
---------------------------------------------------------------------------
In October 2014, the Exchange announced that, upon expiration of
the current RSA on December 31, 2015, certain market surveillance,
investigation and enforcement functions performed by FINRA on behalf of
the Exchange would be reintegrated.\13\
[[Page 72462]]
Therefore, effective January 1, 2016, the Exchange would perform
certain of the market surveillance, investigation and enforcement
functions FINRA was retained to perform in 2010. According to the
Exchange, the proposed changes to the disciplinary rules in the present
filing are necessary to permit the Exchange to perform these functions.
---------------------------------------------------------------------------
\13\ According to the Exchange, it anticipates that FINRA, under
a new RSA currently being negotiated, would continue to conduct,
inter alia, the registration, testing and examination of broker-
dealer members of the Exchange, and certain cross-market
surveillance and related investigation and enforcement activities.
See Notice, supra note 3, at n.9.
---------------------------------------------------------------------------
B. Proposal
The Exchange proposes the following changes to facilitate the
reintegration of certain regulatory functions from FINRA by providing
that investigative and enforcement functions of the Exchange under the
Rule 8000 and 9000 Series would be performed by personnel and
departments reporting to the CRO of the Exchange \14\ or by FINRA
personnel and departments. These changes would be operative on January
1, 2016.
---------------------------------------------------------------------------
\14\ Prior to the NYSE ROC Filing, NYSE Regulation staff
reported to the Chief Executive Officer of NYSE Regulation, who was
also the CRO of the Exchange.
---------------------------------------------------------------------------
1. Replacement of References to Exchange and FINRA Departments and
Personnel With References to Enforcement and Regulatory Staff
NYSE Rule 9210 sets forth the definitions applicable to the
disciplinary code. The Exchange proposes to add definitions of
``Enforcement,'' referring to any department reporting to the CRO of
the Exchange with responsibility for investigating or imposing
sanctions on a member organization or covered person, in addition to
FINRA's Departments of Enforcement and Market Regulation; \15\ and
``Regulatory Staff,'' referring to any officer or employee reporting,
directly or indirectly, to the CRO of the Exchange, in addition to
FINRA staff acting on behalf of the Exchange in connection with the
Rule 8000 and 9000 Series.\16\ According to the Exchange, the proposed
amendments would allow disciplinary actions to be investigated and
prosecuted on the Exchange's behalf by officers or employees reporting
to the CRO beginning on January 1, 2016, while still enabling FINRA
staff to continue to perform investigative and disciplinary activities
that FINRA is authorized to perform on the Exchange's behalf.
Accordingly, the Exchange proposes to amend Rules 9120, 9131, 9146,
9211, 9212, 9213, 9215, 9216, 9251, 9253, 9264, 9269, 9270, 9551, 9552,
9554, 9556, 9810, 9820 and 9830 to replace references to Exchange and
FINRA departments and personnel \17\ with references to the defined
terms ``Enforcement'' and ``Regulatory Staff.''
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\15\ See Proposed Rule 9120(m).
\16\ See Proposed Rule 9210(x). Certain rules in the Rule 8000
and 9000 Series currently refer to ``Exchange staff.'' The proposed
definition of ``Regulatory Staff'' also provides that for purposes
of the Rule 8000 Series and Rule 9000 Series (except for Rule 9557),
the term ``Exchange staff'' would have the same meaning as
``Regulatory Staff.'' The Commission notes that Exchange Rule 9557
already defines ``Exchange staff'' for purposes of that Rule. See
NYSE Rule 9557(h).
\17\ The Exchange also proposes to delete the definitions of
``Head of Enforcement'' (Rule 9120(q)) and ``Head of Market
Regulation'' (Rule 9120(r)), which refer to the FINRA department
heads. The Commission notes that these defined terms only appear in
the 8000 and 9000 series in the definition of ``Interested Staff,''
which the Exchange is also proposing to amend. The Exchange also
proposes to delete the definition of ODA (Rule 9120(v)) and replace
all references to ODA in the Exchange's rules with CRO, for the
reasons discussed in ``Substitution of CRO for ODA in Rules 9211,
9216 and 9270,'' infra. The remaining definitions in Rule 9120 would
be renumbered.
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The Exchange further proposes to streamline the definition of
``Interested Staff'' (Rule 9120(u)) to eliminate references to Exchange
and FINRA departments and staff, and provide that ``Interested Staff''
under any proceeding brought under the Code of Procedure (``Code'')
means Regulatory Staff or staff \18\ who (i) report, directly or
indirectly, to any Enforcement employee, or to the head of any
department or office that issues a notice or decision or is designated
as a Party under the Rule 9000 Series, (ii) directly participated in
the authorization or initiation of a complaint or proceeding, (iii)
directly participated in the proceeding, or (iv) directly participated
in an examination, investigation, prosecution, or litigation related to
a proceeding, as well as any person(s) who supervises such staff. Thus,
according to the Exchange, as in the current definition, the new
definition of ``Interested Staff'' in a particular matter encompasses
supervisory personnel up to the most senior level, including the CRO,
when staff reporting to such supervisory personnel directly
participated in the matter.
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\18\ See Amendment No. 3, supra note 6 (replacing the term
``Exchange staff'' with ``staff'' in proposed Rule 9120(t)). The
Exchange has represented that the proposed definition is not
intended to substantively amend the rule and would encompass all
staff referenced in and covered by the current definition. Id.
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2. Independence of the CRO and Staff in the Disciplinary Process
The Exchange proposes to amend Rules 8210 and 9110 to add rule text
providing that in performing functions under the Code, as well as in
performing the functions necessary to an investigation, developing a
complaint, examination, or proceeding authorized by Exchange rules, the
CRO and Regulatory Staff would function independently of the commercial
interests of the Exchange and the commercial interests of the member
organizations.
3. One Year Revolving Door Restriction and Prohibition on Serving as
Expert Witness
The Exchange proposes to amend Rules 9141 and 9242 to prohibit
former Regulatory Staff from appearing on behalf of any other person in
a proceeding under the Rule 9000 Series and from providing expert
testimony on behalf of any other person in a proceeding under the Rule
9000 Series within one year of termination of employment with the
Exchange or FINRA, respectively. However, Regulatory Staff would be
permitted to testify as a witness on behalf of the Exchange or FINRA.
4. Substitution of CRO for ODA in Rules 9211, 9216 and 9270
The Exchange proposes to amend Rules 9211, 9216 and 9270 to provide
that the CRO would be responsible for (i) authorizing Enforcement to
issue a complaint; (ii) accepting or rejecting AWC letters and minor
rule violation plan letters; and (iii) accepting or rejecting
uncontested offers of settlement before a hearing on the merits has
begun, rather than FINRA's ODA.\19\
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\19\ After a hearing on the merits has begun, an uncontested
offer of settlement would continue to be considered by a Hearing
Panel or Extended Hearing Panel as provided for under the current
rule. See Proposed Rule 9270(f). The Exchange has represented that,
because the Exchange does not have sanction guidelines, the CRO,
Hearing Panel, or Extended Hearing Panel, as applicable, would
consider Exchange precedent or such other precedent as it deemed
appropriate in determining whether or not to accept a settlement
offer under Rule 9270. See Notice, supra note 3, at n.19.
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5. Call for Review Process \20\
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\20\ See Amendment No. 3, supra note 6.
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The Exchange proposes to amend Rules 9216, 9270 and 9310 to permit
a Director and any member of the CFR to require a review by the Board
of any AWC letter under Rule 9216 and any offer of settlement under
Rule 9270. The Exchange also proposes to permit any party to require a
review by the Board of any rejection by the CRO or Hearing Panel or
Extended Hearing Panel of an AWC letter or uncontested offer of
settlement.
[[Page 72463]]
a. Call for Review of AWC Letters and Offers of Settlement
The Exchange proposes to add subparagraph (B)(i) to Rule
9310(a)(1), providing that any Director and any member of the CFR may
require a review by the Board of any determination or penalty, or both,
imposed in connection with an AWC letter under Rule 9216 or an offer of
settlement determined to be uncontested before a hearing on the merits
has begun under Rule 9270(f), except that none of those persons could
request Board review of a determination or penalty concerning an
Exchange member or member organization that is an affiliate of the
Exchange. Under current Rule 9310(a)(1), the call for review process
encompasses only determinations or penalties imposed by a Hearing Panel
or Extended Hearing Panel, and thus is not available with respect to
AWC letters and offers of settlement determined to be uncontested
before a hearing on the merits has begun. The Exchange further proposes
that a request for review would be made by filing with the Secretary of
the Exchange a written request stating the basis and reasons for such
review, within 25 days after an AWC letter or an offer of settlement
has been sent to each Director and each member of the CFR pursuant to
Rule 9216(a)(4) or Rule 9270(f)(3).\21\ The Exchange proposes that the
Secretary of the Exchange would give notice of any such request for
review to the parties.
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\21\ Conforming changes would be made to Rule 9216(a)(3) and (4)
and Rule 9270(f)(3) and (g). Rule 9216(a)(3) would be further
amended to provide that if an AWC letter is rejected by the CRO, the
member organization or covered person who executed the letter would
be notified in writing and the letter deemed withdrawn.
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b. Call for Review of Rejected AWC Letters and Offers of Settlement
In addition to broadening the types of settlements with respect to
which a Director or member of the CFR may require Board review, the
Exchange proposes that any party could require a review by the Exchange
Board of Directors of any rejection by the CRO of an AWC letter under
Rule 9216 or an offer of settlement determined to be uncontested before
a hearing on the merits has begun under Rule 9270(f), except that no
party could request Board review of a rejection of an AWC letter or
offer of settlement concerning an Exchange member or member
organization that is an affiliate of the Exchange. Thus, while current
Rule 9310(a)(1) permits parties to request Board review of a
determination by a Hearing Panel or Extended Hearing Panel to reject an
uncontested offer of settlement, the proposed rule change would also
allow parties to request Board review of any rejection of an AWC letter
or uncontested offer of settlement by the CRO. Under subparagraph
(B)(ii) of proposed Rule 9310(a)(1), such a request for review would be
made by filing with the Secretary of the Exchange a written request
therefor, which states the basis and reasons for such review, within 25
days after notification pursuant to Rule 9216(a)(3) or Rule 9270(h)
that an AWC letter or uncontested offer of settlement or order of
acceptance is not accepted by the CRO. The Exchange proposes that the
Secretary of the Exchange would give notice of any such request for
review to the parties.
6. Miscellaneous Amendments to Rules 476, 8120, 9001, 9110, 9217, 9232,
9310 and 9810
The Exchange also proposes amending Rules 476, 8120, 9001, 9110,
9217, 9232, 9310 and 9810 to make certain technical changes and correct
a typographical error in Exchange Rule 9217. Specifically, the Exchange
proposes to (i) include a reference to the 8000 series in Rule 476(a)
and Exchange Rule 9001, (ii) delete obsolete text in Rule 476 and 9110,
(iii) cross-reference the term ``Regulatory Staff'' in Rule 8120, (iv)
revise Rule 9232 to provide that the Board shall from time to time
appoint a Hearing Board in lieu of the Chairman of the Board subject to
the Board's approval, (v) revise the title of Rule 9810(a) from
``Department of Enforcement or Department of Regulation'' to
``Enforcement; Service and Filing of Notice,'' and (vi) amend Rule 9310
to provide that none of the persons referenced in the Rule, i.e., Board
Directors, members of the Committee for Review, and the parties, may
request Board review of a decision concerning an Exchange member
organization that is an affiliate. Under the current Rule, only the
parties are prohibited from requesting Board review of a decision in
such circumstances.
III. Discussion and Commission Findings
The Commission believes that the proposed rule change, as modified
by Amendment Nos. 1, 3 and 5, is consistent with Section 6 of the
Act,\22\ and the rules and regulations thereunder applicable to a
national securities exchange.\23\ Specifically, the Commission finds
that the proposed rule change is consistent with Section 6(b)(5) of the
Act,\24\ which requires among other things, that the Exchange's rules
be 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, and to remove impediments to
and perfect the mechanism of a free and open market and a national
market system. In addition, the Commission finds that the proposed rule
change is consistent with Section 6(b)(7) of the Act,\25\ which
requires in part, that the rules of the Exchange provide fair
procedures 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.
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\22\ 15 U.S.C. 78f(b).
\23\ In approving the proposed rule change, as modified by
Amendment Nos. 1, 3 and 5, the Commission notes that it has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\24\ 15 U.S.C. 78f(b)(5).
\25\ 15 U.S.C. 78f(b)(7).
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The Commission believes that (i) eliminating specific references to
FINRA departments and replacing them with ``Enforcement,'' which would
include departments reporting to the CRO of the Exchange with
responsibility for investigating or sanctioning member organizations or
covered persons, as well as FINRA's Departments of Enforcement and
Market Regulation, and (ii) using the term ``Regulatory Staff, '' which
would include both Exchange employees, including officers, reporting
directly or indirectly to the CRO and FINRA staff acting on behalf of
the Exchange in connection with the 8000 and 9000 series, should enable
the Exchange to perform the functions described in the rules after it
resumes certain regulatory functions next year. In addition, the
proposed rule change would continue to allow FINRA to perform certain
functions, such as cross-market surveillance and related investigation
and enforcement activities, on behalf of the Exchange.\26\ According to
the Exchange, the substance of the rules would remain unchanged.\27\
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\26\ See supra note 13.
\27\ See Notice, supra note 3, at 51339. The Exchange is also
proposing to streamline its definition of ``Interested Staff'' under
proposed Rule 9120(t). While specific references to the heads of
departments have been deleted, the Exchange has represented that it
is not substantively amending the rule and it would encompass all
staff referenced in and covered by the current definition. See
Amendment No. 3, supra note 6.
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[[Page 72464]]
The Commission also believes that making the CRO responsible for
authorizing complaints and approving AWC letters, minor rule violation
plan letters and offers of settlement determined to be uncontested
prior to a hearing on the in merits, in place of FINRA's ODA is
consistent with the Act. These changes are similar to the rules of
other self-regulatory organizations.\28\ Moreover, as part of the
proposed rule change, the Exchange proposes codifying the requirement
that the CRO and Regulatory Staff function independently of the
commercial interests of the Exchange and member organizations in
performing their functions under the 8000 and 9000 series. These
provisions recognize the importance of maintaining the integrity and
independence of the disciplinary process and should help to ensure that
the Exchange acts in an independent and impartial manner in performing
its regulatory functions.\29\ The call for review process proposed in
Rule 9310(a) \30\ should provide additional oversight of the AWC and
settlement process and further help to ensure impartial results.\31\
These changes are consistent with the statutory requirement to provide
a fair procedure for disciplining members.
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\28\ For example, the International Securities Exchange
(``ISE'') requires its CRO to approve the statement of charges. See
ISE Rule 1604. The ISE also requires offers of settlement to be
approved by its CRO if a panel has not yet been appointed. However,
letters of consent must be found acceptable by the CRO and then
approved by its business conduct committee. See ISE Rules 1603 and
1609. BATS Exchange, Inc. (``BATS'') Rule 8.3, however, allows its
CRO to accept letters of consent; BATS Rule 8.8 permits its CRO to
accept or reject settlement agreements, subject to a call for review
by its Board pursuant to BATS Rule 8.10(c).
\29\ See Proposed rules 8210(a) and 9110(a). The Commission
expects the Exchange to affirmatively monitor and enforce compliance
with these proposed rules, as it does with the other rules of the
Exchange and consistent with its statutory obligations.
\30\ See Amendment No. 3, supra note 6.
\31\ Furthermore, the Commission notes that the Exchange has
represented that, because the Exchange does not have sanction
guidelines, the CRO, Hearing Panel, or Extended Hearing Panel, as
applicable, would consider Exchange precedent or such other
precedent as it deemed appropriate in determining whether or not to
accept a settlement offer under Rule 9270. See Notice, supra note 3,
at n.19. The Commission would also expect the Exchange to consider
precedent in determining whether to accept or reject an AWC letter
under Rule 9216.
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The Commission also believes that it is consistent with the Act for
the Exchange to have a rule prohibiting former Regulatory Staff from
representing respondents and providing expert testimony in Exchange
disciplinary matters within one year of termination of employment with
either FINRA or the Exchange. These provisions are substantially
similar to FINRA Rules 9141(c) and 9242(b),\32\ which the Exchange did
not adopt in 2013 when the Exchange adopted its 8000 and 9000 series
based on FINRA's rules. At the time, the Exchange believed such
provisions were unnecessary as its employees were not generally
involved in the regulatory and disciplinary functions which were
carried out by FINRA on behalf of the Exchange. As such, their
appearance would not have created the same type of conflict of
interest.\33\ Given that the Exchange now proposes to perform functions
under the 8000 and 9000 series, in addition to FINRA, the Commission
believes that it is appropriate for the Exchange to adopt similar
provisions.
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\32\ FINRA's rules only apply to officers of FINRA and
termination of employment with FINRA, while the Exchange's proposed
rules would apply to all Regulatory Staff and termination of
employment with FINRA or the Exchange.
\33\ See Securities Exchange Act Release No. 69045, supra note
11, at n.14 and 21. The Commission notes that the Exchange, similar
to FINRA, would permit a former Regulatory Staff member to testify
as a witness on behalf of the Exchange or FINRA. See Proposed Rule
9242(b). The Commission does not believe that this poses the same
potential conflict of interest.
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Finally, with respect to the Exchange's proposed miscellaneous
changes to Rules 476, 8120, 9001, 9110, 9217, 9232, 9310 and 9810, the
Commission notes that most of these changes, such as deleting obsolete
text, correcting a typographical error, adding cross-references, and
amending the title of a rule to better reflect the rule, are merely
technical in nature. With respect to the Exchange's proposed change to
Rule 9232, which would require the Board to appoint a Hearing Board in
lieu of the Chairman of the Board, subject to the Board's approval, the
Commission believes that as the Board is currently required to approve
the appointment of the Hearing Board, it is unnecessary to require the
Chairman to appoint the Hearing Board as an initial matter. Also, with
respect to the Exchange's proposed changes to Rule 9310(a), the
Commission notes that some of the changes to this filing are necessary
to reflect recently approved rule text.\34\ Moreover, the Exchange's
proposed change to prohibit any party, Director, or CFR member from
appealing a decision concerning an affiliate of the Exchange to the
Exchange Board is consistent with the Exchange's current Rule 9268(e),
which states that a majority decision of the Hearing Panel or Extended
Hearing Panel with respect to an affiliate of the Exchange is final
disciplinary action of the Exchange that may not be reviewed under Rule
9310.
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\34\ See Amendment No. 3, supra note 6.
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For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment Nos. 1, 3, and 5, is consistent
with Sections 6(b)(5) and 6(b)(7) of the Act \35\ and the rules and
regulations thereunder applicable to a national securities exchange.
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\35\ 15 U.S.C. 78f(b)(5) and (7).
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IV. Accelerated Approval of the Proposed Rule Change as Modified by
Amendment Nos. 1, 3 and 5
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act, to approve the proposal, as modified by Amendment Nos. 1, 3,
and 5, prior to the 30th day after publication of Amendment Nos. 3 and
5 in the Federal Register. Currently, the Exchange's call for review
process under Rule 9310(a) only applies to determinations or penalties
imposed by a Hearing Panel or Extended Hearing Panel under the 9200
series. Amendment No. 3 would allow a call for review in a broader
array of contexts, including when a CRO accepts or rejects an AWC
letter or an offer of settlement determined to be uncontested before a
hearing on the merits has begun, unless the determination applies to an
affiliate. The Commission notes that NYSE's proposed call for review
process is substantially similar to the current call for review process
under Rule 9310(a)(1) and NYSE Rule 476(g) and therefore, does not
raise any novel issues.\36\ Further, in Amendment No. 5, the Exchange
merely clarified the application of the call for review process after
the effective date of the proposed rules, if approved, and prior to the
termination of the delegation agreement and confirmed that the Exchange
would operate consistent with its rules in permitting calls for review
during that time. Accordingly, the Commission finds good cause,
pursuant to Section 19(b)(2) of the Act,\37\ to
[[Page 72465]]
approve the proposed rule change, as modified by Amendment Nos. 1, 3
and 5, on an accelerated basis.
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\36\ The Commission notes that the other changes made in
Amendment No. 3 are merely technical changes to the Exchange's rule
text to (i) incorporate changes recently approved in the NYSE ROC
Filing, (ii) reflect that the terms ``Regulatory Staff'' and
``Exchange Staff'' have the same meaning for purposes of the 8000
and 9000 series as defined in proposed Rule 9120(x), Regulatory
Staff, and (iii) clarify that the transmission of the record of a
disciplinary proceeding only applies to reviews of determinations
made or penalties imposed by a Hearing Panel or Extended Hearing
Panel as a hearing record would not exist under the circumstances
provided for under Rule 9310(a)(1)(B).
\37\ 15 U.S.C. 78s(b)(2).
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V. Solicitation of Comments on Amendment Nos. 3 and 5
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether this filing, as
modified by Amendment Nos. 3 and 5, 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-2015-35 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-2015-35. 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-2015-35, and should be
submitted on or before December 10, 2015.
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\38\ that the proposed rule change, as modified by Amendment Nos.
1, 3 and 5 (NYSE-2015-35) be, and it hereby is, approved on an
accelerated basis.
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\38\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\39\
Brent J. Fields,
Secretary.
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\39\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2015-29488 Filed 11-18-15; 8:45 am]
BILLING CODE 8011-01-P
