Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Rules To Remove Obsolete References, 6637-6639 [2022-02315]
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Federal Register / Vol. 87, No. 24 / Friday, February 4, 2022 / Notices
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:
• 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–
Phlx–2022–04 on the subject line.
Paper Comments
lotter on DSK11XQN23PROD with NOTICES1
• Send paper comments in triplicate
to Vanessa Countryman, Secretary,
Securities and Exchange Commission,
100 F Street NE, Washington, DC
20549–1090.
All submissions should refer to File
Number SR–Phlx–2022–04. 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–Phlx–2022–04 and should
be submitted on or before February 25,
2022.
18:50 Feb 03, 2022
[FR Doc. 2022–02312 Filed 2–3–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
VerDate Sep<11>2014
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
J. Matthew DeLesDernier,
Assistant Secretary.
Jkt 256001
[Release No. 34–94109; File No. SR–
NYSECHX–2022–01]
Self-Regulatory Organizations; NYSE
Chicago, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Its Rules To
Remove Obsolete References
January 31, 2022.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on January
27, 2022, the NYSE Chicago, Inc.
(‘‘NYSE Chicago’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘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 its
rules to remove obsolete references to
the Board of Governors and constitution
of the Exchange. 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,
17 CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
15
1 15
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Fmt 4703
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6637
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 its
rules to remove obsolete references to
the Board of Governors and constitution
of the Exchange. In 2005 the Exchange’s
ownership structure was demutualized.4
As part of that change, a Board of
Directors replaced the Board of
Governors as the governing body of the
Exchange.5 The Exchange filed an
updated certificate of incorporation and
bylaws and ceased having a
constitution.6
Although most references in the
Exchange rules to the Board of
Governors and constitution were
removed or updated at the time of the
demutualization, some obsolete
references remain.7 To update those
obsolete references, the Exchange
proposes to make the following nonsubstantive changes.
• References to the ‘‘Board of
Governors’’ would be revised to refer to
the ‘‘Board of Directors’’ instead.
Accordingly, the Exchange proposes to
4 See Securities Exchange Act Release No. 51149
(February 8, 2005), 70 FR 7531 (February 14, 2005)
(SR–CHX–2004–26) (Order Approving Proposed
Rule Change and Amendment No. 1 and Notice of
Filing and Order Granting Accelerated Approval to
Amendment No. 3 by the Chicago Stock Exchange,
Inc. Relating to the Demutualization of the Chicago
Stock Exchange, Inc.).
5 See Section Fifth of Exhibit A to Amendment 1,
SR–CHX–2004–26 (November 24, 2004), available
at https://www.sec.gov/rules/sro/chx/3450892exa.pdf (stating that ‘‘[t]he governing body of
the Corporation shall be its Board of Directors’’).
See also Securities Exchange Act Release No. 50892
(December 20, 2004), 69 FR 77796 (December 28,
2004) (SR–CHX–2004–26) (Notice of Filing of
Amendment 1) and 70 FR 7531, supra note 4, at
7531 (‘‘CHX will have its own Board of Directors
that will manage CHX’s business and affairs’’) &
7534 (description of Board of Directors).
6 See Exhibit A and Exhibit B to Amendment 1,
SR–CHX–2004–26 (November 24, 2004), available
at https://www.sec.gov/rules/sro/chx/3450892exa.pdf and https://www.sec.gov/rules/sro/
chx/34-50892exb.pdf (removing all references to the
‘‘Constitution’’ by either replacing them with
references to the ‘‘bylaws’’ or deleting them). See
also 69 FR 77796, supra note 5. The current
governing documents of the Exchange are the
Second Amended and Restated Certification of
Incorporation of NYSE Chicago, Inc., available at
https://www.nyse.com/publicdocs/nyse/regulation/
nyse/NYSE_Chicago_Second_Amended_and_
Restated_Certificate_of_Incorporation.pdf, and
Second Amended and Restated By-laws of NYSE
Chicago, Inc., available at https://www.nyse.com/
publicdocs/nyse/regulation/nyse/NYSE_Chicago_
Second_Amended_and_Restated_Bylaws.pdf.
7 See Exhibit E to Amendment 1, SR–CHX–2004–
26 (November 24, 2004), available at https://
www.sec.gov/rules/sro/chx/34-50892exe.pdf. See
also 69 FR 77796, supra note 5.
E:\FR\FM\04FEN1.SGM
04FEN1
6638
Federal Register / Vol. 87, No. 24 / Friday, February 4, 2022 / Notices
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replace ‘‘Governors’’ with ‘‘Directors’’ in
Article 13, Rule 4(d) (Procedure for
Reinstatement), and Article 22, Rule 2
(Admittance to Listing), Rule 3
(Suspension of Securities), Rule 5
(Unlisted Trading Privileges), Rule 21
(Corporate Governance, Disclosure, and
Miscellaneous Requirements), Rule 25
(Portfolio Depositary Receipts), and
Rule 27 (Trust Issued Receipts).
• The text ‘‘and Article VII of the
Exchange Constitution’’ would be
deleted from Article 12, Rule 8 (Minor
Rule Variations). Because there is no
reference to ‘‘disciplinary proceeding’’
in the Second Amended and Restated
By-laws of NYSE Chicago, Inc. (‘‘Bylaws’’), the Exchange would not replace
the reference with one to the Bylaws.
• In Article 22, Rule 25(b) and Rule
27(e), ‘‘Constitution’’ would be replaced
with ‘‘bylaws’’.
• In Article 22, Rule 25(g), the text
‘‘in the Exchange’s Constitution or’’
would be deleted. Because there is no
limitation of liability in the Bylaws, the
Exchange would not replace the
reference with one to the Bylaws.
Finally, the Exchange proposes to
amend Article 22, Rule 5, to (a) delete
the redundant text ‘‘by the Exchange’’
and (b) add ‘‘or her’’ after ‘‘his.’’ Neither
change is substantive.
The proposed rule change is a nonsubstantive change that does not impact
the governance of the Exchange. The
proposed change is not otherwise
intended to address any other issues,
and the Exchange is not aware of any
problems that member organizations
would have in complying with the
proposed 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)(5) of the
Exchange Act 9 in particular, because it
is designed to 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.
In particular, the Exchange believes
that the proposed non-substantive
changes updating obsolete references
would remove impediments to and
perfect the mechanism of a free and
open market and a national market
U.S.C. 78f(b).
9 15 U.S.C. 78f(b)(5).
system and, in general, protect investors
and the public interest because the
proposed non-substantive changes
would add clarity, transparency and
consistency to the Exchange’s rules. It
would do so by removing obsolete
references to the Board of Governors
and constitution and either updating
them with references to the Board of
Directors and By-laws, respectively, or,
in the case of the constitution, deleting
the reference. In addition, with respect
to Article 22, Rule 5, it would do so by
making a non-substantive deletion of
redundant text and revising ‘‘his’’ to
read ‘‘his or her.’’
By making the changes, the Exchange
would ensure that its rules are
consistent with the existing corporate
structure and governing documents,
including the By-laws. The Exchange
believes that market participants would
benefit from the increased clarity,
thereby reducing potential confusion
and ensuring that persons subject to the
Exchange’s jurisdiction, regulators, and
the investing public can more easily
navigate and understand the Exchange’s
rules.
For these reasons, the Exchange
believes that the proposal is consistent
with the Act.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In accordance with Section 6(b)(8) of
the Act,10 the Exchange believes that the
proposed rule change will not impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act because it is
ministerial in nature and is not designed
to have any competitive impact. The
proposed rule change is not intended to
address competitive issues but is rather
concerned with making non-substantive
changes to update obsolete references in
the Exchange rules. Since the proposal
does not substantively modify system
functionality or processes on the
Exchange or put any market participants
at a relative disadvantage compared to
other market participants, the proposed
changes will not impose any burden on
competition.
For the reasons described above, the
Exchange believes that the proposed
rule change reflects this competitive
environment.
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.
8 15
VerDate Sep<11>2014
18:50 Feb 03, 2022
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 11 and Rule
19b–4(f)(6) thereunder.12 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
prior to 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 and Rule 19b–4(f)(6)(iii)
thereunder.
At any time within 60 days of the
filing of such 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) 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–
NYSECHX–2022–01 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–NYSECHX–2022–01. 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
11 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
13 15 U.S.C. 78s(b)(2)(B).
12 17
10 15
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U.S.C. 78f(b)(8).
Frm 00156
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E:\FR\FM\04FEN1.SGM
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Federal Register / Vol. 87, No. 24 / Friday, February 4, 2022 / Notices
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–NYSECHX–2022–01 and
should be submitted on or before
February 25, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–02315 Filed 2–3–22; 8:45 am]
BILLING CODE 8011–01–P
The application was filed
on October 21, 2021, and amended on
November 5, 2021, and January 10,
2022.
FILING DATES:
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing on any application by
emailing the SEC’s Secretary at
Secretarys-Office@sec.gov and serving
the relevant applicant with a copy of the
request by email, if an email address is
listed for the relevant applicant below,
or personally or by mail, if a physical
address is listed for the relevant
applicant below.
Hearing requests should be received
by the Commission by 5:30 p.m. on
February 25, 2022, and should be
accompanied by proof of service on
applicants, in the form of an affidavit or,
for lawyers, a certificate of service.
Pursuant to rule 0–5 under the Act,
hearing requests should state the nature
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by emailing the
Commission’s Secretary.
For
Applicants’ representations, legal
analysis, and condition, please refer to
Applicants’ application, dated January
10, 2022, which may be obtained via the
Commission’s website by searching for
the file number, using the Company
name box, at https://www.sec.gov/
search/search.htm, or by calling (202)
551–8090.
SUPPLEMENTARY INFORMATION:
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
lotter on DSK11XQN23PROD with NOTICES1
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Change To Amend the NYSE American
Options Fee Schedule
Lisa
Reid Ragen, Branch Chief, at (202) 551–
6825 (Division of Investment
Management, Chief Counsel’s Office).
January 31, 2022.
Notice of an application under section
6(c) of the Investment Company Act of
1940 (the ‘‘Act’’) for an exemption from
sections 18(a)(2), 18(c) and 18(i) of the
Act and for an order pursuant to section
17(d) of the Act and rule 17d–1 under
the Act.
SUMMARY OF APPLICATION: Applicants
request an order to permit certain
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–02325 Filed 2–3–22; 8:45 am]
BILLING CODE 8011–01–P
CFR 200.30–3(a)(12).
18:50 Feb 03, 2022
John Hancock Asset-Based
Lending Fund (the ‘‘Trust’’), and John
Hancock Investment Management LLC
(the ‘‘Advisor’’).
APPLICANTS:
FOR FURTHER INFORMATION CONTACT:
John Hancock Asset-Based Lending
Fund and John Hancock Investment
Management LLC
VerDate Sep<11>2014
SECURITIES AND EXCHANGE
COMMISSION
mark.goshko@klgates.com
and pablo.man@klgates.com.
[Investment Company Act Release No.
34491; 812–15276]
14 17
registered closed end investment
companies to issue multiple classes of
shares of beneficial interest with varying
sales loads and to impose asset-based
distribution and/or service fees.
ADDRESSES:
SECURITIES AND EXCHANGE
COMMISSION
Jkt 256001
6639
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[Release No. 34–94104; File No. SR–
NYSEAMER–2022–09]
January 31, 2022.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on January
21, 2022, NYSE American LLC (‘‘NYSE
American’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
NYSE American Options Fee Schedule
(‘‘Fee Schedule’’) regarding incentives
relating to Complex Customer Best
Execution Auctions. The Exchange
proposes to implement the fee change
effective January 21, 2022.4 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.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 The Exchange originally filed to amend the Fee
Schedule on December 29, 2021 (SR–NYSEAmer–
2021–53), with an effective date of January 3, 2022,
then withdrew such filing on January 12, 2022 (SR–
NYSEAmer–2022–05), which latter filing the
Exchange withdrew on January 21, 2022.
2 15
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04FEN1
]]>Agencies
[Federal Register Volume 87, Number 24 (Friday, February 4, 2022)]
[Notices]
[Pages 6637-6639]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-02315]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94109; File No. SR-NYSECHX-2022-01]
Self-Regulatory Organizations; NYSE Chicago, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Rules To Remove Obsolete References
January 31, 2022.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on January 27, 2022, the NYSE Chicago, Inc. (``NYSE Chicago'' or
``Exchange'') filed with the Securities and Exchange Commission
(``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 its rules to remove obsolete
references to the Board of Governors and constitution of the Exchange.
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 Exchange proposes to amend its rules to remove obsolete
references to the Board of Governors and constitution of the Exchange.
In 2005 the Exchange's ownership structure was demutualized.\4\ As part
of that change, a Board of Directors replaced the Board of Governors as
the governing body of the Exchange.\5\ The Exchange filed an updated
certificate of incorporation and bylaws and ceased having a
constitution.\6\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 51149 (February 8,
2005), 70 FR 7531 (February 14, 2005) (SR-CHX-2004-26) (Order
Approving Proposed Rule Change and Amendment No. 1 and Notice of
Filing and Order Granting Accelerated Approval to Amendment No. 3 by
the Chicago Stock Exchange, Inc. Relating to the Demutualization of
the Chicago Stock Exchange, Inc.).
\5\ See Section Fifth of Exhibit A to Amendment 1, SR-CHX-2004-
26 (November 24, 2004), available at https://www.sec.gov/rules/sro/chx/34-50892exa.pdf (stating that ``[t]he governing body of the
Corporation shall be its Board of Directors''). See also Securities
Exchange Act Release No. 50892 (December 20, 2004), 69 FR 77796
(December 28, 2004) (SR-CHX-2004-26) (Notice of Filing of Amendment
1) and 70 FR 7531, supra note 4, at 7531 (``CHX will have its own
Board of Directors that will manage CHX's business and affairs'') &
7534 (description of Board of Directors).
\6\ See Exhibit A and Exhibit B to Amendment 1, SR-CHX-2004-26
(November 24, 2004), available at https://www.sec.gov/rules/sro/chx/34-50892exa.pdf and https://www.sec.gov/rules/sro/chx/34-50892exb.pdf (removing all references to the ``Constitution'' by
either replacing them with references to the ``bylaws'' or deleting
them). See also 69 FR 77796, supra note 5. The current governing
documents of the Exchange are the Second Amended and Restated
Certification of Incorporation of NYSE Chicago, Inc., available at
https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Certificate_of_Incorporation.pdf, and Second Amended and Restated By-laws of NYSE Chicago, Inc.,
available at https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Chicago_Second_Amended_and_Restated_Bylaws.pdf.
---------------------------------------------------------------------------
Although most references in the Exchange rules to the Board of
Governors and constitution were removed or updated at the time of the
demutualization, some obsolete references remain.\7\ To update those
obsolete references, the Exchange proposes to make the following non-
substantive changes.
---------------------------------------------------------------------------
\7\ See Exhibit E to Amendment 1, SR-CHX-2004-26 (November 24,
2004), available at https://www.sec.gov/rules/sro/chx/34-50892exe.pdf. See also 69 FR 77796, supra note 5.
---------------------------------------------------------------------------
References to the ``Board of Governors'' would be revised
to refer to the ``Board of Directors'' instead. Accordingly, the
Exchange proposes to
[[Page 6638]]
replace ``Governors'' with ``Directors'' in Article 13, Rule 4(d)
(Procedure for Reinstatement), and Article 22, Rule 2 (Admittance to
Listing), Rule 3 (Suspension of Securities), Rule 5 (Unlisted Trading
Privileges), Rule 21 (Corporate Governance, Disclosure, and
Miscellaneous Requirements), Rule 25 (Portfolio Depositary Receipts),
and Rule 27 (Trust Issued Receipts).
The text ``and Article VII of the Exchange Constitution''
would be deleted from Article 12, Rule 8 (Minor Rule Variations).
Because there is no reference to ``disciplinary proceeding'' in the
Second Amended and Restated By-laws of NYSE Chicago, Inc. (``By-
laws''), the Exchange would not replace the reference with one to the
Bylaws.
In Article 22, Rule 25(b) and Rule 27(e), ``Constitution''
would be replaced with ``bylaws''.
In Article 22, Rule 25(g), the text ``in the Exchange's
Constitution or'' would be deleted. Because there is no limitation of
liability in the Bylaws, the Exchange would not replace the reference
with one to the Bylaws.
Finally, the Exchange proposes to amend Article 22, Rule 5, to (a)
delete the redundant text ``by the Exchange'' and (b) add ``or her''
after ``his.'' Neither change is substantive.
The proposed rule change is a non-substantive change that does not
impact the governance of the Exchange. The proposed change is not
otherwise intended to address any other issues, and the Exchange is not
aware of any problems that member organizations would have in complying
with the proposed 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)(5) of the Exchange Act \9\ in particular, because it is designed
to 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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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that the proposed non-
substantive changes updating obsolete references would remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, protect investors and the
public interest because the proposed non-substantive changes would add
clarity, transparency and consistency to the Exchange's rules. It would
do so by removing obsolete references to the Board of Governors and
constitution and either updating them with references to the Board of
Directors and By-laws, respectively, or, in the case of the
constitution, deleting the reference. In addition, with respect to
Article 22, Rule 5, it would do so by making a non-substantive deletion
of redundant text and revising ``his'' to read ``his or her.''
By making the changes, the Exchange would ensure that its rules are
consistent with the existing corporate structure and governing
documents, including the By-laws. The Exchange believes that market
participants would benefit from the increased clarity, thereby reducing
potential confusion and ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public can more easily
navigate and understand the Exchange's rules.
For these reasons, the Exchange believes that the proposal is
consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\10\ the Exchange
believes that the proposed rule change will not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act because it is ministerial in nature and is not
designed to have any competitive impact. The proposed rule change is
not intended to address competitive issues but is rather concerned with
making non-substantive changes to update obsolete references in the
Exchange rules. Since the proposal does not substantively modify system
functionality or processes on the Exchange or put any market
participants at a relative disadvantage compared to other market
participants, the proposed changes will not impose any burden on
competition.
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\10\ 15 U.S.C. 78f(b)(8).
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For the reasons described above, the Exchange believes that the
proposed rule change reflects this competitive environment.
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 Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\
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 prior to
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 and Rule 19b-
4(f)(6)(iii) thereunder.
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\11\ 15 U.S.C. 78s(b)(3)(A)(iii).
\12\ 17 CFR 240.19b-4(f)(6).
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At any time within 60 days of the filing of such 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) \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-NYSECHX-2022-01 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-NYSECHX-2022-01. 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
[[Page 6639]]
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-NYSECHX-2022-01 and should be submitted
on or before February 25, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-02315 Filed 2-3-22; 8:45 am]
BILLING CODE 8011-01-P
