Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 991, 179-181 [2017-28229]
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Federal Register / Vol. 83, No. 1 / Tuesday, January 2, 2018 / Notices
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 NSCC and on DTCC’s website
(https://dtcc.com/legal/sec-rulefilings.aspx). All comments received
will be posted without change. Persons
submitting comments are cautioned that
we do not redact or edit personal
identifying information from comment
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–NSCC–
2017–807 and should be submitted on
or before January 17, 2018.
the Exchange, and at the Commission’s
Public Reference Room.
By the Commission.
Brent J. Fields,
Secretary.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
[FR Doc. 2017–28221 Filed 12–29–17; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–82402; File No. SR–
NYSEAMER–2017–39]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Rule 991
December 26, 2017.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on December
12, 2017, NYSE American LLC (the
‘‘Exchange’’ or ‘‘NYSE American’’) 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.
daltland on DSKBBV9HB2PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Rule 991, regarding options
communications, to conform with the
rules of the Financial Industry
Regulatory Authority, Inc. (‘‘FINRA’’).
The proposed rule change is available
on the Exchange’s website at
www.nyse.com, at the principal office of
1 15
U.S.C.78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
19:54 Dec 29, 2017
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.
1. Purpose
SECURITIES AND EXCHANGE
COMMISSION
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II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
Jkt 244001
The purpose of this filing is to amend
NYSE American Rule 991, regarding
options communications, to conform
with the rules of FINRA. Previously, the
Exchange harmonized its then extant
Rule 991 to FINRA Rule 2220.4 For the
sake of consistency, and to further
promote a more comprehensive and
coordinated regulatory process for the
review of communications, the
Exchange now proposes to conform its
rulebook to subsequent amendments by
FINRA.5
Pursuant to Rule 17d–2 under the
Securities Exchange Act of 1934 (the
‘‘Act’’), several exchanges, including the
Exchange, entered into an agreement
dated June 5, 2008 (the ‘‘17d–2
Agreement’’) to allocate regulatory
responsibility for common rules.6 In
order to continue this successful
regulatory approach, the Exchange
proposes to further harmonize Rule 991
(Options Communications) with the
comparable FINRA rule, in furtherance
of the 17d–2 Agreement and in order to
continue to maintain substantial
4 See Securities Exchange Act Release No. 61499
(February 4, 2010), 75 FR 6738 (February 10, 2010)
(SR–NYSEAmex–2010–04). This proposed rule
change would further conform the rule books of the
Exchange and FINRA.
5 See Securities Exchange Act Release No. 68650
(January 14, 2013), 78 FR 4182 (January 18, 2013)
(SR–FINRA–2013–001) and No. 73576 (November
12, 2014), 79 FR 68731 (November 18, 2014) (SR–
FINRA–2014–045).
6 In addition to the Exchange, the other exchanges
that entered into the 17d–2 Agreement were: The
Boston Stock Exchange, Inc., the Chicago Board
Options Exchange, Inc., the International Securities
Exchange, LLC, FINRA, the NASDAQ Stock Market
LLC, the New York Stock Exchange, LLC, NYSE
Arca, Inc. and the Philadelphia Stock Exchange.
PO 00000
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Fmt 4703
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179
similarity with the relevant FINRA
rules.
Rule 991 sets forth the regulatory
standards applicable to options
communications including inter alia the
definitions of diverse categories of
communications, and the standards and
attendant review and approval
processes for those categories of
communications.
Specifically, in order to continue to
ensure a uniform regulatory approach,
and to reduce any potential risks or
inefficiencies in rules, the Exchange
proposes to:
• Replace the definition of
‘‘correspondence’’ in Rules
991(a)(1)(C)(i) and (ii) with the
substantially similar though more
succinct definition of ‘‘correspondence’’
in FINRA Rule 2210(a)(2), that in turn
is referenced in FINRA Rule
2220(a)(1)(A); 7
• Replace the definition of
‘‘institutional sales material’’ in Rule
991(a)(1)(D) with the substantially
similar though expanded definition of
‘‘Institutional Communication’’ in
FINRA Rule 2210(a)(3) concerning
options; 8
• Add the definition of ‘‘Retail
Communication’’ in FINRA Rule
2210(a)(5), that in turn is referenced in
FINRA Rule 2220(a)(1)(C), to Rule
991(a)(1)(C); 9
• Delete the now inapplicable
individual definitions of
‘‘advertisement’’, ‘‘sales literature’’,
‘‘correspondence’’, ‘‘institutional sales
material’’, ‘‘public appearance’’, and
‘‘independently prepared reprints’’, as
contained in Rule 991(a)(1)(A), Rule
991(a)(1)(B), Rule 991(a)(1)(C), Rule
991(a)(1)(D), Rule 991(a)(1)(E), Rule
991(a)(1)(F), respectively;
• Replace the definition of ‘‘existing
retail customer’’ in Rule 991(a)(2) with
the definition of ‘‘retail investor’’ in
FINRA Rule 2210(a)(6), that in turn is
7 As FINRA Rule 2220 is the operative rule
concerning options communications, for the sake of
clarity and for ease of reference, the Exchange
proposes to copy the text of the definition into new
proposed Rule 991(a)(1)(A) in lieu of crossreferencing FINRA Rule 2210(a)(2).
8 FINRA’s definition excludes a member’s
internal communications from this institutional
category. In addition, given the distinction between
institutional and retail investors, the Exchange
believes that a cross-reference to FINRA Rule
2210(a)(3) in proposed Rule 991(a)(1)(B) is
appropriate.
9 As FINRA Rule 2220 is the operative rule
concerning options communications, for the sake of
clarity and for ease of reference, the Exchange
proposes to copy the text of the definition into new
proposed Rule 991(a)(1)(C) in lieu of crossreferencing FINRA Rule 2210(a)(5).
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Federal Register / Vol. 83, No. 1 / Tuesday, January 2, 2018 / Notices
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referenced in the definition of ‘‘Retail
Communication’’ supra; 10
• Replace the approval requirement
of advertisements, sales literature and
independently prepared reprints in Rule
991(b)(1) with the approval requirement
of ‘‘Retail Communications’’ in FINRA
Rule 2220(b)(1); 11
• Replace the procedural supervisory
and review requirements of
correspondence in Rule 991(b)(2) with
the substantially similar requirements in
FINRA Rule 2220(b)(2), that in turn
references the requirements of FINRA
Rules 3110(b) and 3110.06 through
.09; 12
• Replace the written procedural
requirements of institutional sales
material in Rule 991(b)(3) with the
substantially similar requirements in
FINRA Rule 2220(b)(3), that regards [sic]
institutional communications written
procedural requirements of FINRA Rule
2210(b)(3); 13
• Replace the reference to
‘‘advertisements, sales literature, and
independently prepared reprints’’ in
Rule 991(c)(1) with ‘‘Retail
Communications’’, the current category
of such communications;
• Replace the reference to the
‘‘designated’’ Advertising Regulation
Department with the Advertising
Regulation Department ‘‘of FINRA’’ in
Rule 991(c)(1), for clarification and
specificity; and
• Replace the reference to
‘‘institutional sales material’’ in Rule
991(d)(2)(B) with ‘‘Institutional
Communications’’, the current category
of such communications.
The Exchange believes that the
proposed rule change would
structurally and procedurally align the
Exchange’s rule concerning options
communications with FINRA rule
concerning the same subject matter, and
would further both the Exchange’s selfregulatory responsibilities and FINRA’s
delegated responsibilities under the
17d–2 Agreement.
In addition, the Exchange proposes a
non-substantive amendment to Rule 991
10 In connection with equities communications,
the Exchange previously adopted the text of FINRA
Rule 2210(a)(6), and the same definition of ‘‘retail
investor’’. See NYSE American Rule 2210—
Equities. See also Securities Exchange Act Release
No. 70963 (November 29, 2013), 78 FR 73223
(December 5, 2013) (SR–NYSEMKT–2013–95).
11 FINRA Rule 2210 (concerning
communications) is premised upon three categories
of communications—retail communications,
correspondence, and institutional
communications—that in turn categorize [sic] the
approval and procedural requirements of FINRA
Rule 2220(b)(1), (2) and (3) (concerning options
communications) and the corresponding rule
changes to Rules 991(b)(1), (2) and (3) proposed
herein.
12 Ibid.
13 Ibid.
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19:54 Dec 29, 2017
Jkt 244001
to replace the term ‘‘member’’ with the
term ‘‘ATP Holder’’ throughout the rule.
Rule 900.2NY defines ‘‘ATP Holder’’,
and provides that ‘‘references to
‘member’, ‘member organization’ and
‘86 Trinity Permit Holder’ as those
terms are used in the Rules of the
Exchange should be deemed to be
references to ATP Holders.’’ Because the
Exchange uses the term ‘‘ATP Holder’’
rather than ‘‘member,’’ the Exchange
proposes to update this rule consistent
with that terminology.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Securities Exchange Act of 1934
(the ‘‘Act’’),14 in general, and furthers
the objectives of Section 6(b)(5) of the
Act,15 in particular, in that it is designed
to prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to foster
cooperation and coordination with
persons engaged in facilitating
transactions in securities, to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest.
Specifically, the Exchange believes
that the proposed change would remove
impediments to, and perfect the
mechanisms of, a free and open market
and a national market system and, in
general, protect investors and the public
interest because the proposed rule
change would provide ATP Holders
with a clearer, more consistent, and
more comprehensive regulatory scheme
by further harmonizing the NYSE
American rule concerning options
communications with the FINRA rule in
the same subject matter. The proposed
rule change would continue to ensure a
uniform regulatory approach and would
reduce any potential risks or
inefficiencies in rules. Structurally and
procedurally, harmonizing and aligning
the Exchange’s rule with the FINRA rule
would further both the Exchange’s selfregulatory responsibilities and FINRA’s
delegated responsibilities under the
17d–2 Agreement. The Exchange also
believes that harmonizing definitions,
categories of communications, and the
standards and attendant review and
approval processes of those categories of
communications, would also foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities. The Exchange further
14 15
15 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
Frm 00083
Fmt 4703
Sfmt 4703
notes that the proposed change are
neither novel nor controversial and are
modeled on existing and operative
FINRA rules.
The Exchange also believes that the
proposal to use the term ‘‘ATP Holder’’
instead of ‘‘member’’ would remove
impediments to, and perfect the
mechanisms of, a free and open market
and a national market system and, in
general, protect investors and the public
interest because the proposed change
would update terminology in the
Exchange’s rulebook, reducing any
potential ambiguity and providing
clarification concerning options
communications. The proposed use of
the term ‘‘ATP Holder’’ would be
consistent with the FINRA term
‘‘member,’’ as both terms refer to the
broker-dealer members of a selfregulatory organization.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change would impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not designed to
address any competitive issues. Rather,
the proposed change is designed to
further harmonize the Exchange’s rule
regarding options communications to
the comparable FINRA rule, and to
update the terms used in Exchanges
rules.
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 if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 16 and Rule 19b–4(f)(6)
thereunder.17
16 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
17 17
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Federal Register / Vol. 83, No. 1 / Tuesday, January 2, 2018 / Notices
A proposed rule change filed under
Rule 19b–4(f)(6) 18 normally does not
become operative for 30 days after the
date of filing. However, pursuant to
Rule 19b–4(f)(6)(iii),19 the Commission
may 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
upon filing. The Commission believes
that waiving the 30-day operative delay
is consistent with the protection of
investors and the public interest
because it will allow the Exchange to
immediately implement the proposed
rule change to promote greater
harmonization between the rules of
FINRA and the Exchange and also to
make clerical changes that may
minimize potential investor confusion.
Accordingly, the Commission hereby
waives the 30-day operative delay
requirement and designates the
proposed rule change as operative upon
filing.20
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
under Section 19(b)(2)(B) 21 of the Act 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
daltland on DSKBBV9HB2PROD with NOTICES
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has met this requirement.
18 17 CFR 240.19b–4(f)(6).
19 17 CFR 240.19b–4(f)(6)(iii).
20 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).
21 15 U.S.C. 78s(b)(2)(B).
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19:54 Dec 29, 2017
Jkt 244001
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEAMER–2017–39 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–NYSEAMER–2017–39. 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 website (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 website 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.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSEAMER–2017–39, and
should be submitted on or before
January 23, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
Brent J. Fields,
Secretary.
[FR Doc. 2017–28229 Filed 12–29–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82405; File No. SR–ICEEU–
2017–011]
Self-Regulatory Organizations; ICE
Clear Europe Limited; Notice of
Designation of Longer Period for
Commission Action on Proposed Rule
Change To Modify the ICE Clear
Europe Limited Collateral and Haircut
Policy
December 27, 2017.
On November 2, 2017, ICE Clear
Europe Limited (‘‘ICE Clear Europe’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
modify the ICE Clear Europe Collateral
and Haircut Policy to incorporate
certain changes to the calculation of
absolute collateral limits for bonds
provided as Permitted Cover by Clearing
Members. (File No. SR–ICEEU–2017–
011). The proposed rule change was
published for comment in the Federal
Register on November 17, 2017.3 To
date, the Commission has not received
comments on the proposed rule change.
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate, if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day from the
publication of notice of filing of this
proposed rule change is January 1, 2018.
The Commission is extending the 45day time period for Commission action
on the proposed rule change. ICE Clear
Europe proposes to modify the ICE Clear
Europe Collateral and Haircut Policy to
incorporate certain changes to the
calculation of absolute collateral limits
for bonds provided as Permitted Cover
by Clearing Members. The Commission
finds it is appropriate to designate a
longer period within which to take
action on the proposed rule change so
that it has sufficient time to consider
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Securities Exchange Act Release No. 34–82063
(November 13, 2017), 82 FR 54423 (November 17,
2017) (SR–ICEEU–2017–011) (‘‘Notice’’).
4 15 U.S.C. 78s(b)(2).
2 17
22 17
PO 00000
CFR 200.30–3(a)(12).
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]]>Agencies
[Federal Register Volume 83, Number 1 (Tuesday, January 2, 2018)]
[Notices]
[Pages 179-181]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-28229]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82402; File No. SR-NYSEAMER-2017-39]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Rule 991
December 26, 2017.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on December 12, 2017, NYSE American LLC (the ``Exchange'' or
``NYSE American'') 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.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Rule 991, regarding options
communications, to conform with the rules of the Financial Industry
Regulatory Authority, Inc. (``FINRA''). The proposed rule change is
available on the Exchange's website 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 purpose of this filing is to amend NYSE American Rule 991,
regarding options communications, to conform with the rules of FINRA.
Previously, the Exchange harmonized its then extant Rule 991 to FINRA
Rule 2220.\4\ For the sake of consistency, and to further promote a
more comprehensive and coordinated regulatory process for the review of
communications, the Exchange now proposes to conform its rulebook to
subsequent amendments by FINRA.\5\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 61499 (February 4,
2010), 75 FR 6738 (February 10, 2010) (SR-NYSEAmex-2010-04). This
proposed rule change would further conform the rule books of the
Exchange and FINRA.
\5\ See Securities Exchange Act Release No. 68650 (January 14,
2013), 78 FR 4182 (January 18, 2013) (SR-FINRA-2013-001) and No.
73576 (November 12, 2014), 79 FR 68731 (November 18, 2014) (SR-
FINRA-2014-045).
---------------------------------------------------------------------------
Pursuant to Rule 17d-2 under the Securities Exchange Act of 1934
(the ``Act''), several exchanges, including the Exchange, entered into
an agreement dated June 5, 2008 (the ``17d-2 Agreement'') to allocate
regulatory responsibility for common rules.\6\ In order to continue
this successful regulatory approach, the Exchange proposes to further
harmonize Rule 991 (Options Communications) with the comparable FINRA
rule, in furtherance of the 17d-2 Agreement and in order to continue to
maintain substantial similarity with the relevant FINRA rules.
---------------------------------------------------------------------------
\6\ In addition to the Exchange, the other exchanges that
entered into the 17d-2 Agreement were: The Boston Stock Exchange,
Inc., the Chicago Board Options Exchange, Inc., the International
Securities Exchange, LLC, FINRA, the NASDAQ Stock Market LLC, the
New York Stock Exchange, LLC, NYSE Arca, Inc. and the Philadelphia
Stock Exchange.
---------------------------------------------------------------------------
Rule 991 sets forth the regulatory standards applicable to options
communications including inter alia the definitions of diverse
categories of communications, and the standards and attendant review
and approval processes for those categories of communications.
Specifically, in order to continue to ensure a uniform regulatory
approach, and to reduce any potential risks or inefficiencies in rules,
the Exchange proposes to:
Replace the definition of ``correspondence'' in Rules
991(a)(1)(C)(i) and (ii) with the substantially similar though more
succinct definition of ``correspondence'' in FINRA Rule 2210(a)(2),
that in turn is referenced in FINRA Rule 2220(a)(1)(A); \7\
---------------------------------------------------------------------------
\7\ As FINRA Rule 2220 is the operative rule concerning options
communications, for the sake of clarity and for ease of reference,
the Exchange proposes to copy the text of the definition into new
proposed Rule 991(a)(1)(A) in lieu of cross-referencing FINRA Rule
2210(a)(2).
---------------------------------------------------------------------------
Replace the definition of ``institutional sales material''
in Rule 991(a)(1)(D) with the substantially similar though expanded
definition of ``Institutional Communication'' in FINRA Rule 2210(a)(3)
concerning options; \8\
---------------------------------------------------------------------------
\8\ FINRA's definition excludes a member's internal
communications from this institutional category. In addition, given
the distinction between institutional and retail investors, the
Exchange believes that a cross-reference to FINRA Rule 2210(a)(3) in
proposed Rule 991(a)(1)(B) is appropriate.
---------------------------------------------------------------------------
Add the definition of ``Retail Communication'' in FINRA
Rule 2210(a)(5), that in turn is referenced in FINRA Rule
2220(a)(1)(C), to Rule 991(a)(1)(C); \9\
---------------------------------------------------------------------------
\9\ As FINRA Rule 2220 is the operative rule concerning options
communications, for the sake of clarity and for ease of reference,
the Exchange proposes to copy the text of the definition into new
proposed Rule 991(a)(1)(C) in lieu of cross-referencing FINRA Rule
2210(a)(5).
---------------------------------------------------------------------------
Delete the now inapplicable individual definitions of
``advertisement'', ``sales literature'', ``correspondence'',
``institutional sales material'', ``public appearance'', and
``independently prepared reprints'', as contained in Rule 991(a)(1)(A),
Rule 991(a)(1)(B), Rule 991(a)(1)(C), Rule 991(a)(1)(D), Rule
991(a)(1)(E), Rule 991(a)(1)(F), respectively;
Replace the definition of ``existing retail customer'' in
Rule 991(a)(2) with the definition of ``retail investor'' in FINRA Rule
2210(a)(6), that in turn is
[[Page 180]]
referenced in the definition of ``Retail Communication'' supra; \10\
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\10\ In connection with equities communications, the Exchange
previously adopted the text of FINRA Rule 2210(a)(6), and the same
definition of ``retail investor''. See NYSE American Rule 2210--
Equities. See also Securities Exchange Act Release No. 70963
(November 29, 2013), 78 FR 73223 (December 5, 2013) (SR-NYSEMKT-
2013-95).
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Replace the approval requirement of advertisements, sales
literature and independently prepared reprints in Rule 991(b)(1) with
the approval requirement of ``Retail Communications'' in FINRA Rule
2220(b)(1); \11\
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\11\ FINRA Rule 2210 (concerning communications) is premised
upon three categories of communications--retail communications,
correspondence, and institutional communications--that in turn
categorize [sic] the approval and procedural requirements of FINRA
Rule 2220(b)(1), (2) and (3) (concerning options communications) and
the corresponding rule changes to Rules 991(b)(1), (2) and (3)
proposed herein.
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Replace the procedural supervisory and review requirements
of correspondence in Rule 991(b)(2) with the substantially similar
requirements in FINRA Rule 2220(b)(2), that in turn references the
requirements of FINRA Rules 3110(b) and 3110.06 through .09; \12\
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\12\ Ibid.
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Replace the written procedural requirements of
institutional sales material in Rule 991(b)(3) with the substantially
similar requirements in FINRA Rule 2220(b)(3), that regards [sic]
institutional communications written procedural requirements of FINRA
Rule 2210(b)(3); \13\
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\13\ Ibid.
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Replace the reference to ``advertisements, sales
literature, and independently prepared reprints'' in Rule 991(c)(1)
with ``Retail Communications'', the current category of such
communications;
Replace the reference to the ``designated'' Advertising
Regulation Department with the Advertising Regulation Department ``of
FINRA'' in Rule 991(c)(1), for clarification and specificity; and
Replace the reference to ``institutional sales material''
in Rule 991(d)(2)(B) with ``Institutional Communications'', the current
category of such communications.
The Exchange believes that the proposed rule change would
structurally and procedurally align the Exchange's rule concerning
options communications with FINRA rule concerning the same subject
matter, and would further both the Exchange's self-regulatory
responsibilities and FINRA's delegated responsibilities under the 17d-2
Agreement.
In addition, the Exchange proposes a non-substantive amendment to
Rule 991 to replace the term ``member'' with the term ``ATP Holder''
throughout the rule. Rule 900.2NY defines ``ATP Holder'', and provides
that ``references to `member', `member organization' and `86 Trinity
Permit Holder' as those terms are used in the Rules of the Exchange
should be deemed to be references to ATP Holders.'' Because the
Exchange uses the term ``ATP Holder'' rather than ``member,'' the
Exchange proposes to update this rule consistent with that terminology.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act''),\14\ in
general, and furthers the objectives of Section 6(b)(5) of the Act,\15\
in particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(5).
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Specifically, the Exchange believes that the proposed change would
remove impediments to, and perfect the mechanisms of, a free and open
market and a national market system and, in general, protect investors
and the public interest because the proposed rule change would provide
ATP Holders with a clearer, more consistent, and more comprehensive
regulatory scheme by further harmonizing the NYSE American rule
concerning options communications with the FINRA rule in the same
subject matter. The proposed rule change would continue to ensure a
uniform regulatory approach and would reduce any potential risks or
inefficiencies in rules. Structurally and procedurally, harmonizing and
aligning the Exchange's rule with the FINRA rule would further both the
Exchange's self-regulatory responsibilities and FINRA's delegated
responsibilities under the 17d-2 Agreement. The Exchange also believes
that harmonizing definitions, categories of communications, and the
standards and attendant review and approval processes of those
categories of communications, would also foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities. The Exchange further notes that the proposed change are
neither novel nor controversial and are modeled on existing and
operative FINRA rules.
The Exchange also believes that the proposal to use the term ``ATP
Holder'' instead of ``member'' would remove impediments to, and perfect
the mechanisms of, a free and open market and a national market system
and, in general, protect investors and the public interest because the
proposed change would update terminology in the Exchange's rulebook,
reducing any potential ambiguity and providing clarification concerning
options communications. The proposed use of the term ``ATP Holder''
would be consistent with the FINRA term ``member,'' as both terms refer
to the broker-dealer members of a self-regulatory organization.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not designed to address any competitive issues. Rather, the proposed
change is designed to further harmonize the Exchange's rule regarding
options communications to the comparable FINRA rule, and to update the
terms used in Exchanges rules.
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 if consistent with the protection of investors
and the public interest, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act \16\ and Rule 19b-4(f)(6)
thereunder.\17\
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\16\ 15 U.S.C. 78s(b)(3)(A).
\17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has met this requirement.
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[[Page 181]]
A proposed rule change filed under Rule 19b-4(f)(6) \18\ normally
does not become operative for 30 days after the date of filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\19\ the Commission may
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 upon filing. The Commission believes that waiving
the 30-day operative delay is consistent with the protection of
investors and the public interest because it will allow the Exchange to
immediately implement the proposed rule change to promote greater
harmonization between the rules of FINRA and the Exchange and also to
make clerical changes that may minimize potential investor confusion.
Accordingly, the Commission hereby waives the 30-day operative delay
requirement and designates the proposed rule change as operative upon
filing.\20\
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\18\ 17 CFR 240.19b-4(f)(6).
\19\ 17 CFR 240.19b-4(f)(6)(iii).
\20\ 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).
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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 under
Section 19(b)(2)(B) \21\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\21\ 15 U.S.C. 78s(b)(2)(B).
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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 [email protected]. Please include
File Number SR-NYSEAMER-2017-39 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-NYSEAMER-2017-39. 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 website (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 website 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEAMER-2017-39, and should be
submitted on or before January 23, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2017-28229 Filed 12-29-17; 8:45 am]
BILLING CODE 8011-01-P
