Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Rule 497, 74847-74849 [2016-25937]

Download as PDF Federal Register / Vol. 81, No. 208 / Thursday, October 27, 2016 / Notices using its facilities; (2) Section 6(b)(5) of the Act,78 which requires that the rules of a national securities exchange be designed, among other things, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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, and not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers; and (3) Section 6(b)(8) of the Act,79 which requires that the rules of a national securities exchange do not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Because any of these determinations under the Act independently necessitates disapproving the proposal, the Commission does so. V. Conclusion For the reasons set forth above, the Commission does not find that the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange, and in particular, Sections 6(b)(4), 6(b)(5), and 6(b)(8) of the Act. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,80 that the proposed rule change (SR–NYSEMKT– 2016–45) be, and hereby is, disapproved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.81 Brent J. Fields, Secretary. [FR Doc. 2016–25941 Filed 10–26–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–79130; File No. SR–NYSE– 2016–67] sradovich on DSK3GMQ082PROD with NOTICES Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Rule 497 October 21, 2016. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the 78 15 U.S.C. 78f(b)(5). U.S.C. 78f(b)(8). 80 15 U.S.C. 78s(b)(2). 81 17 CFR 200.30–3(a)(57) and (58). 1 15 U.S.C.78s(b)(1). 79 15 VerDate Sep<11>2014 17:43 Oct 26, 2016 Jkt 241001 ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on October 13, 2016, 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 Substance of the Proposed Rule Change The Exchange proposes to amend Rule 497 regarding the requirements for the listing of securities that are issued by the Exchange or any of its affiliates. The proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Rule 497 (Additional Requirements for Listed Securities Issued by Intercontinental Exchange, Inc. or its Affiliates) regarding the requirements for the listing of securities that are issued by the Exchange or any of its affiliates. Rule 497 sets forth certain requirements that securities issued by the Exchange’s ultimate parent, Intercontinental Exchange, Inc. (‘‘ICE’’), or its affiliates, must meet before they can be listed on the Exchange, including certain pre-listing approvals and postlisting monitoring requirements. Specifically, the Exchange is proposing to make the following 2 15 3 17 PO 00000 U.S.C. 78a. CFR 240.19b–4. Frm 00086 Fmt 4703 Sfmt 4703 74847 changes to Rule 497: (i) Expand the definition of Affiliate Security under Rule 497(a)(2); (ii) require that the annual review required under Rule 497(c)(2) be forwarded to the Exchange’s Regulatory Oversight Committee (‘‘ROC’’); and (iii) make non-substantive typographical changes. Rule 497(a)(2) currently defines ‘‘Affiliate Security’’ as ‘‘any security issued by an ICE Affiliate, with the exception of Investment Company Units as defined in Para. 703.16 of the Listed Company Manual.’’ 4 The Exchange proposes to expand the definition of Affiliate Security to include any Exchange-listed option on any security issued by an ICE Affiliate. As a consequence, under Rule 497(b), prior to listing any new class of options on a security issued by an ICE Affiliate, Exchange regulatory staff would be required to make a finding that the option class satisfies the Exchange’s rules for listing, and the ROC would be required to approve such finding. Likewise, throughout the continued listing of such option class on the Exchange, it would be covered by the reporting requirements of Rule 497(c). In a non-substantive grammatical change to Rule 497(a)(2), the Exchange also proposes to replace the ‘‘a’’ before ‘‘ICE Affiliate’’ with ‘‘an.’’ In the event that an ICE Affiliate lists an Affiliate Security, Rule 497(c)(2) requires that, throughout the continued listing of the Affiliate Security on the Exchange, an independent accounting firm will review the listing standards for the Affiliate Security and a copy of the report shall be forwarded promptly to the Securities and Exchange Commission (‘‘Commission’’). The Exchange proposes to expand Rule 497(c)(2) to require that such report also be forwarded to the ROC. The Exchange proposes to make the following additional, non-substantive changes to Rule 497(c): • It proposes to move ‘‘the Exchange shall’’ from the end of Rule 497(c) to the start of Rule 497(c)(1), as the text only applies to Rule 497(c)(1), and not subparagraphs (2) or (3), and change ‘‘shall’’ to ‘‘will.’’ • It proposes to add ‘‘and trading’’ after ‘‘Throughout the continued listing’’ in Rule 497(c), as Rule 497 (c)(1) 4 For purposes of Rule 497, an ‘‘ICE Affiliate’’ is ‘‘ICE and any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with ICE, where ‘control’ means that one entity possesses, directly or indirectly, voting control of the other entity either through ownership of capital stock or other equity securities or through majority representation on the board of directors or other management body of such entity.’’ Rule 497(a)(1). E:\FR\FM\27OCN1.SGM 27OCN1 74848 Federal Register / Vol. 81, No. 208 / Thursday, October 27, 2016 / Notices references the listing of Affiliate Securities, as well as their trading. • The Exchange proposes to delete an extraneous ‘‘that’’ from the final clause of Rule 497(c)(1)(b), so that it reads as follows: Exchange regulatory staff’s monitoring of the trading of the Affiliate Security including summaries of all related surveillance alerts, complaints, regulatory referrals, adjusted trades, investigations, examinations, formal and informal disciplinary actions, exception reports and trading data used to ensure the Affiliate Security’s compliance with the Exchange’s listing and trading rules. The Exchange notes that the proposed amendments would be consistent with recent changes to the Bats BZX Exchange, Inc. (‘‘BZX’’) Rule 14.3 regarding requirements for the listing of securities listed by BZX or any of its affiliates.5 sradovich on DSK3GMQ082PROD with NOTICES 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act 6 in general, and Section 6(b)(5) 7 in particular, in that it because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in 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. Specifically, the Exchange believes that the proposed rule change, by requiring heightened reporting by the Exchange to the Commission and the ROC with respect to oversight of the listing and trading on the Exchange of Affiliate Securities, will continue to help protect against concerns that the Exchange will not effectively enforce its rules with respect to the listing and trading of these securities. By adding Exchange-listed options on any security issued by an ICE Affiliate to the definition of ‘‘Affiliate Securities,’’ the proposed changes would expand the scope of Rule 497. The Exchange accordingly believes that the proposed amendments to Rule 497 would continue to eliminate any perception of a potential conflict of interest if an ICE 5 See Securities Exchange Act Release No. 77639 (April 18, 2016), 81 FR 23768 (April 22, 2016) (SR– BatsBZX–2016–08). 6 15 U.S.C. 78f(b). 7 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 17:43 Oct 26, 2016 Jkt 241001 Affiliate seeks to list a security on the Exchange. Lastly, the Exchange believes that the proposed non-substantive grammatical changes would promote just and equitable principles of trade and remove impediments to a free and open market by providing greater clarity in the Exchange’s rules. 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 intended to address competitive issues but rather provide market participants with additional specificity and transparency regarding the Exchange’s controls that are in place to address the potential conflicts of interest that may arise in the listing of Affiliate Securities on the Exchange. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the proposed rule change does not (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative 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 8 and Rule 19b– 4(f)(6) thereunder.9 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 10 normally does not become operative for 30 days after the date of its filing. However, Rule 19b–4(f)(6)(iii) 11 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 8 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). As required under Rule 19b–4(f)(6)(iii), the Exchange provided the Commission with 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. 10 17 CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6)(iii). 9 17 PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 operative delay so that the proposal may become operative immediately upon filing. The Commission believes that waiver of the operative delay is consistent with the protection of investors and the public interest as it will allow the Exchange to implement the proposed changes to Rule 497 without delay. Therefore, the Commission hereby waives the operative delay and designates the proposal operative upon filing.12 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 change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–NYSE–2016–67 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–NYSE–2016–67. 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 12 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). E:\FR\FM\27OCN1.SGM 27OCN1 Federal Register / Vol. 81, No. 208 / Thursday, October 27, 2016 / Notices Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE– 2016–67, and should be submitted on or before November 17, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Brent J. Fields, Secretary. [FR Doc. 2016–25937 Filed 10–26–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32322; File No. 812–14619] Nuveen Fund Advisors, LLC, et al.; Notice of Application October 21, 2016. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order pursuant to: (a) Section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) granting an exemption from sections 18(f) and 21(b) of the Act; (b) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) section 17(d) of the Act and rule 17d–1 under the Act to permit certain joint arrangements and transactions. Applicants request an order that would permit certain registered open-end management investment companies to participate in a joint lending and borrowing facility. sradovich on DSK3GMQ082PROD with NOTICES AGENCY: Nuveen All Cap Energy MLP Opportunities Fund, Nuveen APPLICANTS: 13 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:43 Oct 26, 2016 Jkt 241001 AMT-Free Municipal Value Fund, Nuveen AMT-Free Quality Municipal Income Fund, Nuveen Arizona Premium Income Municipal Fund, Nuveen Build America Bond Fund, Nuveen Build America Bond Opportunity Fund, Nuveen California AMT-Free Municipal Income Fund, Nuveen California Dividend Advantage Municipal Fund, Nuveen California Dividend Advantage Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 3, Nuveen California Municipal Value Fund 2, Nuveen California Municipal Value Fund, Inc., Nuveen California Select Tax-Free Income Portfolio, Nuveen Connecticut Premium Income Municipal Fund, Nuveen Core Equity Alpha Fund, Nuveen Credit Strategies Income Fund, Nuveen Diversified Dividend and Income Fund, Nuveen Dow 30SM Dynamic Overwrite Fund, Nuveen Energy MLP Total Return Fund, Nuveen Enhanced AMT-Free Municipal Credit Opportunities Fund, Nuveen Enhanced Municipal Credit Opportunities Fund, Nuveen Enhanced Municipal Value Fund, Nuveen Flexible Investment Income Fund, Nuveen Floating Rate Income Fund, Nuveen Floating Rate Income Opportunity Fund, Nuveen Georgia Dividend Advantage Municipal Fund 2, Nuveen Global High Income Fund, Nuveen Global Equity Income Fund, Nuveen High Income 2020 Target Term Fund, Nuveen High Income December 2018 Target Term Fund, Nuveen High Income December 2019 Target Term Fund, Nuveen High Income November 2021 Target Term Fund, Nuveen Intermediate Duration Municipal Term Fund, Nuveen Intermediate Duration Quality Municipal Term Fund, Nuveen Investment Funds, Inc., Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Managed Accounts Portfolios Trust, Nuveen Maryland Premium Income Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Michigan Quality Income Municipal Fund, Nuveen Minnesota Municipal Income Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen Mortgage Opportunity Term Fund 2, Nuveen Mortgage Opportunity Term Fund, Nuveen MultiMarket Income Fund, Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal 2021 Target Term Fund, Nuveen Municipal High Income Opportunity Fund, Nuveen Municipal Income Fund, Inc., Nuveen Municipal Trust, Nuveen Municipal Value Fund, Inc., Nuveen PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 74849 NASDAQ 100 Dynamic Overwrite Fund, Nuveen New Jersey Dividend Advantage Municipal Fund, Nuveen New Jersey Municipal Value Fund, Nuveen New York AMT-Free Municipal Income Fund, Nuveen New York Dividend Advantage Municipal Fund, Nuveen New York Municipal Value Fund 2, Nuveen New York Municipal Value Fund, Inc., Nuveen New York Select Tax-Free Income Portfolio, Nuveen North Carolina Premium Income Municipal Fund, Nuveen Ohio Quality Income Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen Pennsylvania Municipal Value Fund, Nuveen Preferred and Income Term Fund, Nuveen Preferred Income Opportunities Fund, Nuveen Preferred Securities Income Fund, Nuveen Quality Municipal Income Fund, Nuveen Real Asset Income and Growth Fund, Nuveen Real Estate Income Fund, Nuveen S&P 500 Buy-Write Income Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen Select Maturities Municipal Fund, Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio 2, Nuveen Select Tax-Free Income Portfolio 3, Nuveen Senior Income Fund, Nuveen Short Duration Credit Opportunities Fund, Nuveen Strategy Funds, Inc., Nuveen TaxAdvantaged Dividend Growth Fund, Nuveen Tax-Advantaged Total Return Strategy Fund, Nuveen Texas Quality Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund, Diversified Real Asset Income Fund, each an investment company organized as a business trust or a corporation under the laws of Massachusetts, Maryland or Minnesota and registered under the Act as an openend or closed-end management investment company,1 and Nuveen Fund Advisors, LLC (the ‘‘Adviser’’), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940. FILING DATES: The application was filed on February 23, 2016 and amended on July 1, 2016 and September 30, 2016. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving 1 The Funds (as defined below) that are closedend management investment companies will not participate as borrowers in the interfund lending facility. None of the Funds are, or will be, money market funds that comply with rule 2a–7 under the Act. E:\FR\FM\27OCN1.SGM 27OCN1

Agencies

[Federal Register Volume 81, Number 208 (Thursday, October 27, 2016)]
[Notices]
[Pages 74847-74849]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-25937]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79130; File No. SR-NYSE-2016-67]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Rule 497

October 21, 2016.
    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 October 13, 2016, 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 497 regarding the requirements 
for the listing of securities that are issued by the Exchange or any of 
its affiliates. The proposed rule change is available on the Exchange's 
Web site at www.nyse.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Rule 497 (Additional Requirements 
for Listed Securities Issued by Intercontinental Exchange, Inc. or its 
Affiliates) regarding the requirements for the listing of securities 
that are issued by the Exchange or any of its affiliates. Rule 497 sets 
forth certain requirements that securities issued by the Exchange's 
ultimate parent, Intercontinental Exchange, Inc. (``ICE''), or its 
affiliates, must meet before they can be listed on the Exchange, 
including certain pre-listing approvals and post-listing monitoring 
requirements.
    Specifically, the Exchange is proposing to make the following 
changes to Rule 497: (i) Expand the definition of Affiliate Security 
under Rule 497(a)(2); (ii) require that the annual review required 
under Rule 497(c)(2) be forwarded to the Exchange's Regulatory 
Oversight Committee (``ROC''); and (iii) make non-substantive 
typographical changes.
    Rule 497(a)(2) currently defines ``Affiliate Security'' as ``any 
security issued by an ICE Affiliate, with the exception of Investment 
Company Units as defined in Para. 703.16 of the Listed Company 
Manual.'' \4\ The Exchange proposes to expand the definition of 
Affiliate Security to include any Exchange-listed option on any 
security issued by an ICE Affiliate. As a consequence, under Rule 
497(b), prior to listing any new class of options on a security issued 
by an ICE Affiliate, Exchange regulatory staff would be required to 
make a finding that the option class satisfies the Exchange's rules for 
listing, and the ROC would be required to approve such finding. 
Likewise, throughout the continued listing of such option class on the 
Exchange, it would be covered by the reporting requirements of Rule 
497(c). In a non-substantive grammatical change to Rule 497(a)(2), the 
Exchange also proposes to replace the ``a'' before ``ICE Affiliate'' 
with ``an.''
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    \4\ For purposes of Rule 497, an ``ICE Affiliate'' is ``ICE and 
any entity that directly or indirectly, through one or more 
intermediaries, controls, is controlled by, or is under common 
control with ICE, where `control' means that one entity possesses, 
directly or indirectly, voting control of the other entity either 
through ownership of capital stock or other equity securities or 
through majority representation on the board of directors or other 
management body of such entity.'' Rule 497(a)(1).
---------------------------------------------------------------------------

    In the event that an ICE Affiliate lists an Affiliate Security, 
Rule 497(c)(2) requires that, throughout the continued listing of the 
Affiliate Security on the Exchange, an independent accounting firm will 
review the listing standards for the Affiliate Security and a copy of 
the report shall be forwarded promptly to the Securities and Exchange 
Commission (``Commission''). The Exchange proposes to expand Rule 
497(c)(2) to require that such report also be forwarded to the ROC.
    The Exchange proposes to make the following additional, non-
substantive changes to Rule 497(c):
     It proposes to move ``the Exchange shall'' from the end of 
Rule 497(c) to the start of Rule 497(c)(1), as the text only applies to 
Rule 497(c)(1), and not sub-paragraphs (2) or (3), and change ``shall'' 
to ``will.''
     It proposes to add ``and trading'' after ``Throughout the 
continued listing'' in Rule 497(c), as Rule 497 (c)(1)

[[Page 74848]]

references the listing of Affiliate Securities, as well as their 
trading.
     The Exchange proposes to delete an extraneous ``that'' 
from the final clause of Rule 497(c)(1)(b), so that it reads as 
follows:
    Exchange regulatory staff's monitoring of the trading of the 
Affiliate Security including summaries of all related surveillance 
alerts, complaints, regulatory referrals, adjusted trades, 
investigations, examinations, formal and informal disciplinary actions, 
exception reports and trading data used to ensure the Affiliate 
Security's compliance with the Exchange's listing and trading rules.
    The Exchange notes that the proposed amendments would be consistent 
with recent changes to the Bats BZX Exchange, Inc. (``BZX'') Rule 14.3 
regarding requirements for the listing of securities listed by BZX or 
any of its affiliates.\5\
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 77639 (April 18, 
2016), 81 FR 23768 (April 22, 2016) (SR-BatsBZX-2016-08).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \6\ in general, and Section 
6(b)(5) \7\ in particular, in that it because it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in 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.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Specifically, the Exchange believes that the proposed rule change, 
by requiring heightened reporting by the Exchange to the Commission and 
the ROC with respect to oversight of the listing and trading on the 
Exchange of Affiliate Securities, will continue to help protect against 
concerns that the Exchange will not effectively enforce its rules with 
respect to the listing and trading of these securities. By adding 
Exchange-listed options on any security issued by an ICE Affiliate to 
the definition of ``Affiliate Securities,'' the proposed changes would 
expand the scope of Rule 497. The Exchange accordingly believes that 
the proposed amendments to Rule 497 would continue to eliminate any 
perception of a potential conflict of interest if an ICE Affiliate 
seeks to list a security on the Exchange.
    Lastly, the Exchange believes that the proposed non-substantive 
grammatical changes would promote just and equitable principles of 
trade and remove impediments to a free and open market by providing 
greater clarity in the Exchange's rules.

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 intended to address competitive issues but rather provide 
market participants with additional specificity and transparency 
regarding the Exchange's controls that are in place to address the 
potential conflicts of interest that may arise in the listing of 
Affiliate Securities on the Exchange.

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

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

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative 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 \8\ and Rule 19b-4(f)(6) thereunder.\9\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with 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.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \10\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \11\ 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 waiver of the operative delay is consistent 
with the protection of investors and the public interest as it will 
allow the Exchange to implement the proposed changes to Rule 497 
without delay. Therefore, the Commission hereby waives the operative 
delay and designates the proposal operative upon filing.\12\
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    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6)(iii).
    \12\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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 change should be approved or 
disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2016-67 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-NYSE-2016-67. 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

[[Page 74849]]

Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for Web site viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE., Washington, 
DC 20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change; the Commission does not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2016-67, and should be 
submitted on or before November 17, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-25937 Filed 10-26-16; 8:45 am]
 BILLING CODE 8011-01-P
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