Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Certain of the Governing Documents of Its Intermediate Parent Companies, 6057-6059 [2018-02719]
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Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices
should be submitted on or before March
5, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–02721 Filed 2–9–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Extension:
Rule 23c–1, SEC File No. 270–253, OMB
Control No. 3235–0260.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 350l–3520), the Securities
and Exchange Commission (the
‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 23c–1(a) under the Investment
Company Act (17 CFR 270.23c–1(a))
permits a closed-end fund to repurchase
its securities for cash if, in addition to
the other requirements set forth in the
rule, the following conditions are met:
(i) Payment of the purchase price is
accompanied or preceded by a written
confirmation of the purchase (‘‘written
confirmation’’); (ii) the asset coverage
per unit of the security to be purchased
is disclosed to the seller or his agent
(‘‘asset coverage disclosure’’); and (iii) if
the security is a stock, the fund has,
within the preceding six months,
informed stockholders of its intention to
purchase stock (‘‘six month notice’’).
Commission staff estimates that 91
closed-end funds undertake a total of
364 repurchases annually under rule
23c–1.1 Staff estimates further that, with
14 17
CFR 200.30–3(a)(12).
number of closed-end funds that undertake
repurchases annually under rule 23c–1 is based on
information provided in response to Item 9 of Form
N–CSR from January 1, 2017 through December 31,
2017. Although 136 closed-end funds made
disclosures regarding ‘‘publicly announced’’
repurchase plans in response to Item 9, not all
repurchases are made pursuant to rule 23c–1. We
estimate that approximately 30% of such closedend funds have not made repurchases pursuant to
rule 23c–1. Therefore, our estimate does not include
all 136 funds that made disclosures of publicly
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1 The
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respect to each repurchase, each fund
spends 2.5 hours to comply with the
rule’s written confirmation, asset
coverage disclosure and six month
notice requirements. Thus, Commission
staff estimates the total annual
respondent reporting burden is 910
hours.2 Commission staff further
estimates that the cost of the hourly
burden per repurchase is $305 (one half
hour of a compliance attorney’s time at
$345 per hour,3 and two hours of
clerical time at $66 per hour 4). The total
annual cost for all funds is estimated to
be $111,020.5
In addition, the fund must file with
the Commission a copy of any written
solicitation to purchase securities given
by or on behalf of the fund to 10 or more
persons. The copy must be filed as an
exhibit to Form N–CSR (17 CFR
249.331and 274.128).6 The burden
associated with filing Form N–CSR is
addressed in the submission related to
that form.
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules and forms.
Written comments are invited on: (a)
Whether the collection of information is
necessary for the proper performance of
the functions of the Commission,
including whether the information has
practical utility; (b) the accuracy of the
Commission’s estimate of the burden of
the collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information collected; and (d)
ways to minimize the burden of the
collection of information on
announced repurchases under Item 9, but only a
subset thereof (91 funds). We also estimate that
each of the 91 funds undertook an average of 4
repurchases annually (91 funds × 4 repurchases =
364 repurchases annually).
2 This estimate is based on the following
calculation: 364 repurchases × 2.5 hours per
repurchase = 910 hours.
3 The $345/hour figure for a compliance attorney
is from SIFMA’s Management & Professional
Earnings in the Securities Industry 2013, modified
by Commission staff to account for an 1800-hour
work-year and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead
(includes a CPI inflation adjustment from the 2013
estimate).
4 The $66/hour figure for a compliance clerk is
from SIFMA’s Office Salaries in the Securities
Industry 2013, modified by Commission staff to
account for an 1800-hour work-year and multiplied
by 2.93 to account for bonuses, firm size, employee
benefits and overhead (includes a CPI inflation
adjustment from the 2013 estimate).
5 This estimate is based on the following
calculation: 364 repurchases × $305 per repurchase
= $111,020.
6 In addition, Item 9 of Form N–CSR requires
closed-end funds to disclose information similar to
the information that was required in Form N–23C–
1, which was discontinued in 2004.
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6057
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
Please direct your written comments
to Pamela Dyson, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O Remi
Pavlik-Simon, 100 F Street NE,
Washington, DC 20549; or send an email
to: PRA_Mailbox@sec.gov.
Dated: February 7, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–02795 Filed 2–9–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82635; File No. SR–
NYSENAT–2018–03]
Self-Regulatory Organizations; NYSE
National, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Change To Amend Certain of the
Governing Documents of Its
Intermediate Parent Companies
February 6, 2018.
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 January
29, 2018, NYSE National, Inc. (the
‘‘Exchange’’ or ‘‘NYSE National’’) 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
certain of the governing documents of
its intermediate parent companies
Intercontinental Exchange Holdings,
Inc. (‘‘ICE Holdings’’), NYSE Holdings
LLC (‘‘NYSE Holdings’’) and NYSE
Group, Inc. (‘‘NYSE Group’’) to make a
technical change updating the registered
office and registered agent in the state
of Delaware. The proposed 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
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Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices
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
daltland on DSKBBV9HB2PROD with NOTICES
The Exchange proposes to amend
certain of the governing documents of
its intermediate parent companies ICE
Holdings, NYSE Holdings, and NYSE
Group to make a technical change
updating the registered office and
registered agent in the state of
Delaware.4
ICE Holdings and NYSE Group are
corporations and NYSE Holdings is a
limited liability corporation, all
organized under the laws of the State of
Delaware. As such, they are required to
have and maintain a registered office
and registered agent in Delaware.5 The
Exchange proposes to amend certain of
their governing documents to change
the registered office and registered
agent.
More specifically, the Exchange
proposes to amend the following
provisions in the listed documents
(collectively, the ‘‘Governing
Documents’’): 6
• Article II (Registered Office) of the
Ninth Amended and Restated Certificate
of Incorporation of ICE Holdings;
4 Intercontinental Exchange Inc., the ultimate
parent of the Exchange, owns 100% of the equity
interest in ICE Holdings, which in turn owns 100%
of the equity interest in NYSE Holdings. NYSE
Holdings owns 100% of the equity interest of NYSE
Group, which in turn directly owns 100% of the
equity interest of the Exchange and its national
securities exchange affiliates, New York Stock
Exchange LLC (‘‘NYSE’’), NYSE Arca, Inc., and
NYSE American LLC. ICE is a publicly traded
company listed on the NYSE.
5 See Del. Code tit 6, § 18–104, and Del. Code tit
8, §§ 131 and 132.
6 Some of the Governing Documents were
recently amended. See Securities Exchange Act
Release No. 82084 (November 15, 2017), 82 FR
55474 [sic] (November 21, 2017) (SR–NYSENat–
2017–05).
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19:23 Feb 09, 2018
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• Article II, Sections 2.4 (Registered
Office) and 2.5 (Registered Agent) of the
Ninth Amended and Restated Limited
Liability Company Agreement of NYSE
Holdings;
• the Certificate of Formation of
NYSE Holdings; 7
• Article II (Registered Office) of the
Sixth Amended and Restated Certificate
of Incorporation of NYSE Group; and
• Article I, Section 1.1 (Registered
Office) of the Fourth Amended and
Restated Bylaws of NYSE Group.
The listed provisions identify The
Corporation Trust Company as the
registered agent, and provide that the
address of the registered office in
Wilmington, Delaware is Corporation
Trust Center, 1209 Orange Street. The
Exchange proposes to amend such
provisions to identify United Agent
Group Inc. as the registered agent, and
to provide that the address of the
registered office is 3411 Silverside Road,
Tatnall Building No. 104, Wilmington,
County of New Castle, Delaware 19810.
In addition, conforming changes
would be made to the title [sic], recitals,
dates and signature lines, as applicable,
of the Governing Documents.
The change is a non-substantive
technical administrative change.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Exchange Act 8 in
general, and with Section 6(b)(1) 9 in
particular, in that it enables the
Exchange to be so organized as to have
the capacity to be able to carry out the
purposes of the Exchange Act and to
comply, and to enforce compliance by
its exchange members and persons
associated with its exchange members,
with the provisions of the Exchange Act,
the rules and regulations thereunder,
and the rules of the Exchange.
The proposed rule change is a nonsubstantive administrative change that
does not impact the governance or
ownership of the Exchange. The
Exchange believes that the proposed
rule change would enable the Exchange
to continue to be so organized as to have
the capacity to carry out the purposes of
the Exchange Act and comply and
enforce compliance with the provisions
of the Exchange Act by its members and
persons associated with its members,
because ensuring that the Governing
7 The Certificate of Formation of NYSE Holdings
is amended by filing a ‘‘State of Delaware Certificate
of Amendment Changing Only the Registered Office
or Registered Agent of a Limited Liability
Company,’’ as set forth in Exhibit 5C of the
proposed rule change.
8 15 U.S.C. 78f(b).
9 15 U.S.C. 78f(b)(1).
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Documents rules identify the registered
agent and registered office in Delaware
would contribute to the orderly
operation of the Exchange by adding
clarity and transparency to its rules.
Similarly, the proposed conforming
changes to the title [sic], recitals, date
and signature line, as applicable, of the
Governing Documents would contribute
to the orderly operation of the Exchange
by adding clarity and transparency to its
rules.
For similar reasons, the Exchange also
believes that the proposed rule change
is consistent with Section 6(b)(5) of the
Act,10 in that it is designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in facilitating transactions in securities,
to remove impediments to and perfect
the mechanism of a free and open
market and a national market system
and, in general, to protect investors and
the public interest.
The Exchange believes that the
proposed rule change would remove
impediments to and perfect the
mechanism of a free and open market
and a national market system by
ensuring that market participants can
more easily navigate, understand and
comply with its rules. The Exchange
believes that, by ensuring that such
rules accurately identify the registered
agent and registered office in Delaware,
and by making conforming changes to
the title [sic], recitals, date and signature
line, as applicable, of the Governing
Documents, the proposed rule change
would reduce potential investor or
market participant confusion.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Exchange Act.
The proposed rule change is not
designed to address any competitive
issue but rather is concerned solely with
making a technical change updating the
registered office and registered agent of
each Intermediate Holding Company.
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.
10 15
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U.S.C. 78f(b)(5).
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Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 11 and Rule 19b–4(f)(3) 12
thereunder in that the proposed rule
change is concerned solely with the
administration of the Exchange.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may 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) 13 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:
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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–
NYSENAT–2018–03 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–NYSENAT–2018–03. 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–NYSENAT–2018–03, and
should be submitted on or before March
5, 2018.
Act of 1934 (‘‘Act’’),4 and Rule 19b–4
thereunder,5 Investors Exchange LLC
(‘‘IEX’’ or ‘‘Exchange’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’) proposed changes to
adopt an IEX Enhanced Market Maker
(‘‘IEMM’’) program under Exchange
Rule 11.170 (Market Quality Incentive
Programs) (currently reserved), which is
designed to enable Members 6 to qualify
for transaction fee 7 reductions for
providing meaningful and consistent
support to market quality and price
discovery by extensive quoting at
and/or near the national best bid
(‘‘NBB’’) and/or the national best offer
(‘‘NBO’’) (collectively, the ‘‘NBBO’’).
The text of the proposed rule change
is available at the Exchange’s website at
www.iextrading.com, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Eduardo A. Aleman,
Assistant Secretary.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
[FR Doc. 2018–02719 Filed 2–9–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82636; File No. SR–IEX–
2018–02]
Self-Regulatory Organizations;
Investors Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Adopt an
IEX Enhanced Market Maker (‘‘IEMM’’)
Program
February 6, 2018.
VerDate Sep<11>2014
19:23 Feb 09, 2018
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Pursuant to the provisions of Section
19(b)(1) under the Securities Exchange
In an effort to incentivize Members to
submit displayed orders to the
Exchange, the Exchange currently
1 15
Jkt 244001
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
U.S.C. 78s(b)(3)(A).
12 17 CFR 240.19b–4(f)(3).
13 15 U.S.C. 78s(b)(2)(B).
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 these statement may be examined at
the places specified in Item IV below.
The self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
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 February
1, 2018, the Investors Exchange LLC
(‘‘IEX’’ or the ‘‘Exchange’’) 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 self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
14 17
11 15
6059
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The Exchange is proposing to adopt
an IEX Enhanced Market Maker
(‘‘IEMM’’) program under Exchange
Rule 11.170 (Market Quality Incentive
Programs) (currently reserved), which is
designed to enable Members to qualify
for transaction fee reductions for
providing meaningful and consistent
support to market quality and price
discovery by extensive quoting at and/
or near the NBBO.
Background
4 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
6 See IEX Rule 1.160(s).
7 See IEX Rules 15.110(a) and (c) (‘‘Fee
Schedule’’). See also the Investors Exchange Fee
Schedule, available on the Exchange public
website.
5 17
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]]>Agencies
[Federal Register Volume 83, Number 29 (Monday, February 12, 2018)]
[Notices]
[Pages 6057-6059]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-02719]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82635; File No. SR-NYSENAT-2018-03]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Change To Amend Certain
of the Governing Documents of Its Intermediate Parent Companies
February 6, 2018.
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 January 29, 2018, NYSE National, Inc. (the ``Exchange''
or ``NYSE National'') 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 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 certain of the governing documents
of its intermediate parent companies Intercontinental Exchange
Holdings, Inc. (``ICE Holdings''), NYSE Holdings LLC (``NYSE
Holdings'') and NYSE Group, Inc. (``NYSE Group'') to make a technical
change updating the registered office and registered agent in the state
of Delaware. The proposed change is available on the Exchange's website
at www.nyse.com, at the principal office of
[[Page 6058]]
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 certain of the governing documents
of its intermediate parent companies ICE Holdings, NYSE Holdings, and
NYSE Group to make a technical change updating the registered office
and registered agent in the state of Delaware.\4\
---------------------------------------------------------------------------
\4\ Intercontinental Exchange Inc., the ultimate parent of the
Exchange, owns 100% of the equity interest in ICE Holdings, which in
turn owns 100% of the equity interest in NYSE Holdings. NYSE
Holdings owns 100% of the equity interest of NYSE Group, which in
turn directly owns 100% of the equity interest of the Exchange and
its national securities exchange affiliates, New York Stock Exchange
LLC (``NYSE''), NYSE Arca, Inc., and NYSE American LLC. ICE is a
publicly traded company listed on the NYSE.
---------------------------------------------------------------------------
ICE Holdings and NYSE Group are corporations and NYSE Holdings is a
limited liability corporation, all organized under the laws of the
State of Delaware. As such, they are required to have and maintain a
registered office and registered agent in Delaware.\5\ The Exchange
proposes to amend certain of their governing documents to change the
registered office and registered agent.
---------------------------------------------------------------------------
\5\ See Del. Code tit 6, Sec. 18-104, and Del. Code tit 8,
Sec. Sec. 131 and 132.
---------------------------------------------------------------------------
More specifically, the Exchange proposes to amend the following
provisions in the listed documents (collectively, the ``Governing
Documents''): \6\
---------------------------------------------------------------------------
\6\ Some of the Governing Documents were recently amended. See
Securities Exchange Act Release No. 82084 (November 15, 2017), 82 FR
55474 [sic] (November 21, 2017) (SR-NYSENat-2017-05).
---------------------------------------------------------------------------
Article II (Registered Office) of the Ninth Amended and
Restated Certificate of Incorporation of ICE Holdings;
Article II, Sections 2.4 (Registered Office) and 2.5
(Registered Agent) of the Ninth Amended and Restated Limited Liability
Company Agreement of NYSE Holdings;
the Certificate of Formation of NYSE Holdings; \7\
---------------------------------------------------------------------------
\7\ The Certificate of Formation of NYSE Holdings is amended by
filing a ``State of Delaware Certificate of Amendment Changing Only
the Registered Office or Registered Agent of a Limited Liability
Company,'' as set forth in Exhibit 5C of the proposed rule change.
---------------------------------------------------------------------------
Article II (Registered Office) of the Sixth Amended and
Restated Certificate of Incorporation of NYSE Group; and
Article I, Section 1.1 (Registered Office) of the Fourth
Amended and Restated Bylaws of NYSE Group.
The listed provisions identify The Corporation Trust Company as the
registered agent, and provide that the address of the registered office
in Wilmington, Delaware is Corporation Trust Center, 1209 Orange
Street. The Exchange proposes to amend such provisions to identify
United Agent Group Inc. as the registered agent, and to provide that
the address of the registered office is 3411 Silverside Road, Tatnall
Building No. 104, Wilmington, County of New Castle, Delaware 19810.
In addition, conforming changes would be made to the title [sic],
recitals, dates and signature lines, as applicable, of the Governing
Documents.
The change is a non-substantive technical administrative change.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \8\ in general, and with Section
6(b)(1) \9\ in particular, in that it enables the Exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Exchange Act and to comply, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Exchange Act, the rules and regulations
thereunder, and the rules of the Exchange.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------
The proposed rule change is a non-substantive administrative change
that does not impact the governance or ownership of the Exchange. The
Exchange believes that the proposed rule change would enable the
Exchange to continue to be so organized as to have the capacity to
carry out the purposes of the Exchange Act and comply and enforce
compliance with the provisions of the Exchange Act by its members and
persons associated with its members, because ensuring that the
Governing Documents rules identify the registered agent and registered
office in Delaware would contribute to the orderly operation of the
Exchange by adding clarity and transparency to its rules. Similarly,
the proposed conforming changes to the title [sic], recitals, date and
signature line, as applicable, of the Governing Documents would
contribute to the orderly operation of the Exchange by adding clarity
and transparency to its rules.
For similar reasons, the Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\10\ 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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\10\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system by ensuring that market participants can more
easily navigate, understand and comply with its rules. The Exchange
believes that, by ensuring that such rules accurately identify the
registered agent and registered office in Delaware, and by making
conforming changes to the title [sic], recitals, date and signature
line, as applicable, of the Governing Documents, the proposed rule
change would reduce potential investor or market participant confusion.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not designed to address any competitive issue but rather is
concerned solely with making a technical change updating the registered
office and registered agent of each Intermediate Holding Company.
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.
[[Page 6059]]
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The proposed rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(3) \12\ thereunder in
that the proposed rule change is concerned solely with the
administration of the Exchange.
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\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(3).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may 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) \13\ of the Act to determine whether the proposed rule
change should be approved or disapproved.
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\13\ 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-NYSENAT-2018-03 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-NYSENAT-2018-03. 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-NYSENAT-2018-03, and should be submitted
on or before March 5, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
Eduardo A. Aleman,
Assistant Secretary.
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\14\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2018-02719 Filed 2-9-18; 8:45 am]
BILLING CODE 8011-01-P
