Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Certain of the Governing Documents of Its Intermediate Parent Companies, 6076-6078 [2018-02723]
Download as PDF
<![CDATA[
daltland on DSKBBV9HB2PROD with NOTICES
6076
Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices
rule. Without the information collected
under the rule, advisory clients would
not have information necessary for
monitoring their adviser’s handling of
their accounts and the Commission
would be less efficient and effective in
its inspection program.
The information requirements of the
rule consist of the following: (1) Prior to
obtaining the client’s consent
appropriate disclosure must be made to
the client as to the practice of, and the
conflicts of interest involved in, agency
cross transactions; (2) at or before the
completion of any such transaction the
client must be furnished with a written
confirmation containing specified
information and offering to furnish
upon request certain additional
information; and (3) at least annually,
the client must be furnished with a
written statement or summary as to the
total number of transactions during the
period covered by the consent and the
total amount of commissions received
by the adviser or its affiliated brokerdealer attributable to such transactions.
The Commission estimates that
approximately 426 respondents use the
rule annually, necessitating about 50
responses per respondent each year, for
a total of 21,300 responses. Each
response requires an estimated 0.5
hours, for a total of 10,650 hours. The
estimated average burden hours are
made solely for the purposes of the
Paperwork Reduction Act and are not
derived from a comprehensive or
representative survey or study of the
cost of Commission rules and forms.
This collection of information is
found at (17 CFR 275.206(3)–2) and is
necessary in order for the investment
adviser to obtain the benefits of Rule
206(3)–2. The collection of information
requirements under the rule is
mandatory. Information subject to the
disclosure requirements of Rule 206(3)–
2 does not require submission to the
Commission; and, accordingly, the
disclosure pursuant to the rule is not
kept confidential. Commissionregistered investment advisers are
required to maintain and preserve
certain information required under Rule
206(3)–2 for five (5) years. The longterm retention of these records is
necessary for the Commission’s
inspection program to ascertain
compliance with the Advisers Act.
An agency may not conduct or
sponsor, and a person is not required to
respond to a collection of information
unless it displays a currently valid
control number.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
VerDate Sep<11>2014
19:23 Feb 09, 2018
Jkt 244001
agency, including whether the
information shall have practical utility;
(b) the accuracy of the agency’s estimate
of the burden of the proposed collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information to be collected; and (d)
ways to minimize the burden of the
collection of information on
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 sixty 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. 2018–02796 Filed 2–9–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82640; File No. SR–NYSE–
2018–07]
Self-Regulatory Organizations; New
York Stock Exchange LLC; 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, 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, 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
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
PO 00000
Frm 00102
Fmt 4703
Sfmt 4703
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
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
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
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, NYSE Arca, Inc.,
NYSE American LLC and NYSE National, Inc. 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.
E:\FR\FM\12FEN1.SGM
12FEN1
Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices
(collectively, the ‘‘Governing
Documents’’): 6
• 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
• 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.
daltland on DSKBBV9HB2PROD with NOTICES
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
6 Some of the Governing Documents were
recently amended. See Securities Exchange Act
Release No. 82081 (November 15, 2017), 82 FR
55474 (November 21, 2017) (SR–NYSE–2017–57).
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).
VerDate Sep<11>2014
19:23 Feb 09, 2018
Jkt 244001
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.
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.
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:
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–2018–07 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–2018–07. 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
11 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(3).
13 15 U.S.C. 78s(b)(2)(B).
12 17
10 15
PO 00000
U.S.C. 78f(b)(5).
Frm 00103
Fmt 4703
Sfmt 4703
6077
E:\FR\FM\12FEN1.SGM
12FEN1
6078
Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices
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–NYSE–2018–07, 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.
[FR Doc. 2018–02723 Filed 2–9–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82641; File No. SR–ICC–
2018–002]
Self-Regulatory Organizations; ICE
Clear Credit LLC; Notice of Filing of
Proposed Rule Change, SecurityBased Swap Submission, or Advance
Notice Relating to ICC’s End-of-Day
Price Discovery Policies and
Procedures
daltland on DSKBBV9HB2PROD with NOTICES
February 6, 2018.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934,1 and
Rule 19b–4 thereunder,2 notice is
hereby given that on January 26, 2018,
ICE Clear Credit LLC (‘‘ICC’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change, security-based
swap submission, or advance notice as
described in Items I, II, and III below,
which items have been prepared
primarily by ICC. The Commission is
14 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
19:23 Feb 09, 2018
Jkt 244001
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The principal purpose of the
proposed rule change is to make
revisions to the ICC End-of-Day Price
Discovery Policies and Procedures
(‘‘Pricing Policy’’) related to the bidoffer width (‘‘BOW’’) methodology for
Single Name instruments. These
revisions do not require any changes to
the ICC Clearing Rules.
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, ICC
included statements concerning the
purpose of and basis for the proposed
rule change, security-based swap
submission, or advance notice and
discussed any comments it received on
the proposed rule change, securitybased swap submission, or advance
notice. The text of these statements may
be examined at the places specified in
Item IV below. ICC has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of these statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
ICC proposes revising its Pricing
Policy to enhance the methodology used
to determine bid-offer widths for Single
Name instruments. ICC believes the
enhancement will facilitate the prompt
and accurate clearance and settlement of
securities transactions and derivative
agreements, contracts, and transactions
cleared by ICC.
(a) Summary of Proposed Changes
Each business day, ICC determines
end-of-day (‘‘EOD’’) levels through its
established price discovery process,
based on EOD submissions from its
Clearing Participants. ICC uses these
levels for mark-to-market and risk
management purposes. As part of its
price discovery process, ICC determines
BOWs for each clearing-eligible
instrument. The BOWs are then used in
ICC’s price discovery process as inputs
in the determination of EOD levels and
Firm Trades.
The current methodology for
determining BOWs for CDS instruments
referencing a given Single Name
reference entity is based on observed
intraday bid and offer spread-levels for
the most actively traded instrument
(‘‘MATI’’) across the term structure and
PO 00000
Frm 00104
Fmt 4703
Sfmt 4703
cleared coupons. ICC begins with a
spread-based consensus BOW derived
from intraday quotes for the MATI. This
consensus BOW is then multiplied by a
‘‘scrape factor’’ to reflect any differences
between the BOWs provided in intraday
quotes and BOWs achieved in the
market. Once the consensus BOW is
determined, ICC applies various factors
to the consensus BOW to reflect
differences in instrument liquidity at
longer and shorter maturities, and at
higher and lower coupons. Scaling
across maturities is performed in spread
terms, while scaling of BOWs across
coupons is performed in price terms.
The transformations from spread to
price are achieved using the ISDA
Standard Model.
ICC is proposing to enhance the
methodology for determining Single
Name BOWs. The proposed
enhancement eliminates the use of the
ISDA Standard Model from the
computation of Single Name BOWs.3
ICC established its current BOW
methodology at a time when it accepted
submissions to its EOD price discovery
process in both spread and price terms,
at the discretion of its Clearing
Participants. Since that time, ICC has
enhanced its EOD price discovery
process to accept Single Name
submissions only in price terms,
eliminating the need for spread-based
BOWs. The proposed enhancement also
determines BOWs consistently across
Single Names on all reference entities,
including those for which only sparse
intraday data is available. Further, the
enhancement extends the application of
price-based BOW floors from the 0/3
month, 6 month and 1 year benchmarktenors to the entire set of benchmarktenors from 0 month to 10 years.
Finally, the proposed enhancement
introduces a dynamic feature that can
widen BOWs in response to the
observed dispersion of price-space midlevels submitted in the EOD pricediscovery process.
Under the proposed enhancement ICC
will compute a consensus BOW, as
described below, not only for the MATI
as in the current methodology, but for
each benchmark instrument. Rather
than consensus BOWs being derived
from intraday quotes, they will be
computed as a price-based floor plus a
relative BOW multiplied by the
currently-observed level, where the
currently-observed level is the average
of price-space mid-levels submitted in
the EOD price discovery process. The
3 Note that the ISDA Standard Model is not used
in ICC’s methodology for determining BOWs for
Index instruments, and that the proposed
enhancements do not change ICC’s methodology for
determining BOWs for Index instrument.
E:\FR\FM\12FEN1.SGM
12FEN1
]]>Agencies
[Federal Register Volume 83, Number 29 (Monday, February 12, 2018)]
[Notices]
[Pages 6076-6078]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-02723]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82640; File No. SR-NYSE-2018-07]
Self-Regulatory Organizations; New York Stock Exchange LLC;
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, 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,
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 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, NYSE Arca, Inc., NYSE
American LLC and NYSE National, Inc. 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
[[Page 6077]]
(collectively, the ``Governing Documents''): \6\
---------------------------------------------------------------------------
\6\ Some of the Governing Documents were recently amended. See
Securities Exchange Act Release No. 82081 (November 15, 2017), 82 FR
55474 (November 21, 2017) (SR-NYSE-2017-57).
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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.
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.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(3).
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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-NYSE-2018-07 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-2018-07. 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
[[Page 6078]]
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-
NYSE-2018-07, 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.
---------------------------------------------------------------------------
\14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
[FR Doc. 2018-02723 Filed 2-9-18; 8:45 am]
BILLING CODE 8011-01-P
