Order Granting Application by NYSE Chicago, Inc., for an Exemption, Pursuant to Section 36(a) of the Exchange Act, From the Rule Filing Requirements of Section 19(b) of the Exchange Act With Respect to Certain Rules Incorporated by Reference, 56995-56996 [2022-20036]
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Federal Register / Vol. 87, No. 179 / Friday, September 16, 2022 / Notices
regulatory agency information regarding
record inaccuracies; (5) buy-in certain
record inaccuracies that result in a
physical over issuance of securities; and
(6) communicate with other transfer
agents related to the same issuer. These
requirements assist in the creation and
maintenance of accurate securityholder
records, enhance the ability to research
errors, and ensure the transfer agent is
aware of the number of securities that
are properly authorized by the issuer,
thereby avoiding over issuance.
The rule also has specific
recordkeeping requirements. It requires
registered transfer agents to retain
certificate detail that has been deleted
for six years and keep current an
accurate record of the number of shares
or principal dollar amount of debt
securities that the issuer has authorized
to be outstanding. These mandatory
requirements ensure accurate
securityholder records and assist the
Commission and other regulatory
agencies with monitoring transfer agents
and ensuring compliance with the rule.
This rule does not involve the collection
of confidential information.
There are approximately 401
registered transfer agents. We estimate
that the average number of hours
necessary for each transfer agent to
comply with Rule 17Ad–10 is
approximately 80 hours per year, which
generates an industry-wide annual
burden of approximately 32,080 hours
(401 times 80 hours). This burden is
primarily of a recordkeeping nature but
also includes a small amount of thirdparty disclosure. At an average staff cost
of $50 per hour, the industry-wide
internal labor cost of compliance (a
monetization of the burden hours) is
approximately $1,604,000 per year
(32,080 × $50). In addition, we estimate
that each transfer agent will incur an
annual external cost burden of
approximately $18,000 resulting from
the collection of information. Therefore,
the total annual external cost on the
entire transfer agent industry is
approximately $7,218,000 ($18,000
times 401). This cost primarily reflects
ongoing computer operations and
maintenance associated with generating,
maintaining, and disclosing or
providing certain information required
by the rule.
The amount of time any particular
transfer agent will devote to Rule 17Ad–
10 compliance will vary according to
the size and scope of the transfer agent’s
business activity. We note, however,
that at least some of the records,
processes, and communications
required by Rule 17Ad–10 would likely
be maintained, generated, and used for
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transfer agent business purposes even
without the rule.
Written comments are invited on: (a)
whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
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
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted by
November 15, 2022.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
Mailbox@sec.gov.
Dated: September 12, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–20020 Filed 9–15–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95738]
Order Granting Application by NYSE
Chicago, Inc., for an Exemption,
Pursuant to Section 36(a) of the
Exchange Act, From the Rule Filing
Requirements of Section 19(b) of the
Exchange Act With Respect to Certain
Rules Incorporated by Reference
September 12, 2022.
NYSE Chicago, Inc. (‘‘Exchange’’ or
‘‘NYSE Chicago’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’ or ‘‘SEC’’) an
application 1 for an exemption under
Section 36(a) of the Securities Exchange
Act of 1934 (‘‘Exchange Act’’) 2 and Rule
0–12 thereunder 3 from the rule filing
1 See letter from David De Gregorio, Associate
General Counsel, New York Stock Exchange, to
Vanessa Countryman, Secretary, SEC, dated June 7,
2022 (‘‘Exemptive Request’’).
2 15 U.S.C. 78mm.
3 17 CFR 240.0–12 (Commission procedures for
filing applications for orders for exemptive relief
under Section 36 of the Exchange Act).
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Fmt 4703
Sfmt 4703
56995
requirements of Section 19(b) of the
Exchange Act 4 with respect to the rules
of the Exchange governing its members’
communications with the public.
Section 36 of the Exchange Act
authorizes the Commission to
conditionally or unconditionally
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision or provisions of the
Exchange Act, or of any rule or
regulation thereunder, to the extent that
such exemption is necessary or
appropriate in the public interest, and is
consistent with the protection of
investors.
NYSE Chicago has requested that the
Commission grant the Exchange an
exemption from the rule filing
requirements of Section 19(b) of the
Exchange Act for a change to NYSE
Chicago Rule 11.2210 governing its
members’ communications with the
public that are effected solely by virtue
of a change to Rule 2210
(Communications with the Public) of
the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’), which is
incorporated by reference into NYSE
Chicago Rule 11.2210. Specifically, the
Exchange requests that it be permitted
to incorporate by reference a change
made to FINRA Rule 2210 without the
need for the Exchange to separately file
a similar proposed rule change pursuant
to Section 19(b) of the Exchange Act.
The Exchange states that this exemption
is appropriate because it would result in
NYSE Chicago Rule 11.2210 being
consistent with the relevant
incorporated FINRA rule at all times,
thus helping ensure identical regulation
of joint members of NYSE Chicago and
FINRA with respect to the rule, which
is regulatory in nature, and not a trading
rule.5 The Exchange further states that
without such an exemption, joint
members of NYSE Chicago and FINRA
could be subject to two different
standards regarding their
communications with the public and
that, by helping ensure consistency
between NYSE Chicago and FINRA
rules of same purpose, the exemption
4 15
U.S.C. 78s(b).
Exemptive Request at 2. A self-regulatory
organization (‘‘SRO’’) wishing to incorporate rules
of another SRO by reference may submit a written
request for an order exempting it from the
requirement in Section 19(b) of the Exchange Act
to file proposed rule changes relating to the rules
incorporated by reference, if, among other things,
the rules to be incorporated are categories of rules
(rather than individual rules within a category) that
are not trading rules (e.g., the SRO has requested
incorporation of rules such as margin, suitability, or
arbitration). See also Exchange Act Release No.
49260 (Feb. 17, 2004), 69 FR 8500 (Feb. 24, 2004).
5 See
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56996
Federal Register / Vol. 87, No. 179 / Friday, September 16, 2022 / Notices
would facilitate FINRA’s provision of
regulatory services to the Exchange.6
As a condition of the requested
exemption, the Exchange has agreed to
provide written notice to its members
whenever FINRA proposes a change to
FINRA Rule 2210 that is incorporated
by reference into NYSE Chicago Rule
11.2210.7 Such notice would alert the
Exchange’s members to the FINRA
proposed rule change and give them an
opportunity to comment on it.8 The
Exchange would similarly inform
members in writing when the
Commission approves any such
proposed rule change.9
The Commission has issued
exemptions similar to the Exchange’s
request.10 In granting one such
exemption in 2022, the Commission
repeated an earlier Commission
statement that it would consider similar
future exemption requests from other
SROs, provided that:
• An SRO wishing to incorporate
rules of another SRO by reference has
submitted a written request for an order
exempting it from the requirement in
Section 19(b) of the Exchange Act to file
proposed rule changes relating to the
rules incorporated by reference, has
identified the applicable originating
SRO(s), together with the rules it wants
to incorporate by reference, and
otherwise has complied with the
procedural requirements set forth in the
Commission’s release governing
procedures for requesting exemptive
orders pursuant to Rule 0–12 under the
Exchange Act;
6 See
Exemptive Request at 2.
Exemptive Request at 2–3. The Exchange
will provide such notice via a posting on the same
website location where the Exchange posts its own
rule filings pursuant to and within the timeframe
required by Rule 19b–4(1) under the Exchange Act.
The website posting will include a link to the
location on FINRA’s website where the applicable
proposed rule change is posted. Id. at n.6.
8 See Exemptive Request at 3.
9 Id. at 3
10 See, e.g., Exchange Act Release No. 94707 (Apr.
12, 2022), 87 FR 22962 (Apr. 18, 2022) (order
granting The Nasdaq Stock Market LLC and five
affiliated national securities exchanges an
exemption under Section 36(a) of the Exchange Act
from the rule filing requirements of Section 19(b)
of the Exchange Act with respect to certain of its
rules incorporating by reference rules of FINRA)
(‘‘Nasdaq Order’’); Exchange Act Release No. 83040
(Apr. 12, 2018), 83 FR 17198 (Apr. 18, 2018) (order
granting MIAX PEARL, LLC, an exemption under
Section 36(a) of the Exchange Act from the rule
filing requirements of Section 19(b) of the Exchange
Act with respect to certain of its rules incorporating
by reference rules of the Miami International
Securities Exchange, LLC); and Exchange Act
Release No. 61534 (Feb. 18, 2010), 75 FR 8760 (Feb.
25, 2010) (order granting BATS Exchange, Inc., an
exemption under Section 36(a) of the Exchange Act
from the rule filing requirements of Section 19(b)
of the Exchange Act with respect to certain of its
rules incorporating by reference rules of the
Chicago Board Options Exchange, Incorporated,
FINRA, and the New York Stock Exchange, LLC).
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7 See
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• The incorporating SRO has
requested incorporation of categories of
rules (rather than individual rules
within a category) that are not trading
rules (e.g., the SRO has requested
incorporation of rules such as margin,
suitability, or arbitration); and
• The incorporating SRO has
reasonable procedures in place to
provide written notice to its members
each time a change is proposed to the
incorporated rules of another SRO.11
The Exchange has satisfied each of
these conditions. Moreover, granting the
Exchange an exemption from the rule
filing requirements under Section 19(b)
of the Exchange Act will promote
efficient use of Commission and
Exchange resources by avoiding
duplicative rule filings based on
simultaneous changes to identical rule
text sought by more than one SRO. The
Commission therefore finds it
appropriate in the public interest, and
consistent with the protection of
investors, to exempt the Exchange from
the rule filing requirements under
Section 19(b) of the Exchange Act with
respect to the above-described rule the
Exchange has incorporated by reference.
Accordingly, it is ordered, pursuant to
Section 36 of the Exchange Act,12 that
the Exchange is exempt from the rule
filing requirements of Section 19(b) of
the Exchange Act with respect to a
change to NYSE Chicago Rule 11.2210
resulting solely from a change made to
FINRA Rule 2210 without the need for
the Exchange to separately file, pursuant
to Section 19(b) of the Exchange Act, a
proposed rule change similar to the one
filed by FINRA, provided that the
Exchange promptly provides written
notice to its members whenever a
change is proposed to FINRA Rule 2210,
and provided that the Exchange informs
its members in writing when the
Commission approves any such
proposed rule change.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–20036 Filed 9–15–22; 8:45 am]
BILLING CODE 8011–01–P
Nasdaq Order at 22962 (footnotes omitted).
U.S.C. 78mm.
13 17 CFR 200.30–3(a)(76).
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95735; File No. SR–
CboeEDGX–2022–038]
Self-Regulatory Organizations; Cboe
EDGX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Amend Its
Fees Schedule Relating to the Sale of
Open-Close Volume Data
September 12, 2022.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on
September 1, 2022, Cboe EDGX
Exchange, Inc. (the ‘‘Exchange’’ or
‘‘EDGX’’) 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 Exchange. 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
Cboe EDGX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGX Options’’)
proposes to amend its Fees Schedule
relating to the sale of Open-Close
volume data. The text of the proposed
rule change is provided in Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
options/regulation/rule_filings/edgx/),
at the Exchange’s Office of the
Secretary, 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
Exchange 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
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 aspects of such
statements.
11 See
12 15
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1 15
2 17
E:\FR\FM\16SEN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
16SEN1
]]>Agencies
[Federal Register Volume 87, Number 179 (Friday, September 16, 2022)]
[Notices]
[Pages 56995-56996]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-20036]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95738]
Order Granting Application by NYSE Chicago, Inc., for an
Exemption, Pursuant to Section 36(a) of the Exchange Act, From the Rule
Filing Requirements of Section 19(b) of the Exchange Act With Respect
to Certain Rules Incorporated by Reference
September 12, 2022.
NYSE Chicago, Inc. (``Exchange'' or ``NYSE Chicago'') filed with
the Securities and Exchange Commission (``Commission'' or ``SEC'') an
application \1\ for an exemption under Section 36(a) of the Securities
Exchange Act of 1934 (``Exchange Act'') \2\ and Rule 0-12 thereunder
\3\ from the rule filing requirements of Section 19(b) of the Exchange
Act \4\ with respect to the rules of the Exchange governing its
members' communications with the public. Section 36 of the Exchange Act
authorizes the Commission to conditionally or unconditionally exempt
any person, security, or transaction, or any class or classes of
persons, securities, or transactions, from any provision or provisions
of the Exchange Act, or of any rule or regulation thereunder, to the
extent that such exemption is necessary or appropriate in the public
interest, and is consistent with the protection of investors.
---------------------------------------------------------------------------
\1\ See letter from David De Gregorio, Associate General
Counsel, New York Stock Exchange, to Vanessa Countryman, Secretary,
SEC, dated June 7, 2022 (``Exemptive Request'').
\2\ 15 U.S.C. 78mm.
\3\ 17 CFR 240.0-12 (Commission procedures for filing
applications for orders for exemptive relief under Section 36 of the
Exchange Act).
\4\ 15 U.S.C. 78s(b).
---------------------------------------------------------------------------
NYSE Chicago has requested that the Commission grant the Exchange
an exemption from the rule filing requirements of Section 19(b) of the
Exchange Act for a change to NYSE Chicago Rule 11.2210 governing its
members' communications with the public that are effected solely by
virtue of a change to Rule 2210 (Communications with the Public) of the
Financial Industry Regulatory Authority, Inc. (``FINRA''), which is
incorporated by reference into NYSE Chicago Rule 11.2210. Specifically,
the Exchange requests that it be permitted to incorporate by reference
a change made to FINRA Rule 2210 without the need for the Exchange to
separately file a similar proposed rule change pursuant to Section
19(b) of the Exchange Act. The Exchange states that this exemption is
appropriate because it would result in NYSE Chicago Rule 11.2210 being
consistent with the relevant incorporated FINRA rule at all times, thus
helping ensure identical regulation of joint members of NYSE Chicago
and FINRA with respect to the rule, which is regulatory in nature, and
not a trading rule.\5\ The Exchange further states that without such an
exemption, joint members of NYSE Chicago and FINRA could be subject to
two different standards regarding their communications with the public
and that, by helping ensure consistency between NYSE Chicago and FINRA
rules of same purpose, the exemption
[[Page 56996]]
would facilitate FINRA's provision of regulatory services to the
Exchange.\6\
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\5\ See Exemptive Request at 2. A self-regulatory organization
(``SRO'') wishing to incorporate rules of another SRO by reference
may submit a written request for an order exempting it from the
requirement in Section 19(b) of the Exchange Act to file proposed
rule changes relating to the rules incorporated by reference, if,
among other things, the rules to be incorporated are categories of
rules (rather than individual rules within a category) that are not
trading rules (e.g., the SRO has requested incorporation of rules
such as margin, suitability, or arbitration). See also Exchange Act
Release No. 49260 (Feb. 17, 2004), 69 FR 8500 (Feb. 24, 2004).
\6\ See Exemptive Request at 2.
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As a condition of the requested exemption, the Exchange has agreed
to provide written notice to its members whenever FINRA proposes a
change to FINRA Rule 2210 that is incorporated by reference into NYSE
Chicago Rule 11.2210.\7\ Such notice would alert the Exchange's members
to the FINRA proposed rule change and give them an opportunity to
comment on it.\8\ The Exchange would similarly inform members in
writing when the Commission approves any such proposed rule change.\9\
---------------------------------------------------------------------------
\7\ See Exemptive Request at 2-3. The Exchange will provide such
notice via a posting on the same website location where the Exchange
posts its own rule filings pursuant to and within the timeframe
required by Rule 19b-4(1) under the Exchange Act. The website
posting will include a link to the location on FINRA's website where
the applicable proposed rule change is posted. Id. at n.6.
\8\ See Exemptive Request at 3.
\9\ Id. at 3
---------------------------------------------------------------------------
The Commission has issued exemptions similar to the Exchange's
request.\10\ In granting one such exemption in 2022, the Commission
repeated an earlier Commission statement that it would consider similar
future exemption requests from other SROs, provided that:
---------------------------------------------------------------------------
\10\ See, e.g., Exchange Act Release No. 94707 (Apr. 12, 2022),
87 FR 22962 (Apr. 18, 2022) (order granting The Nasdaq Stock Market
LLC and five affiliated national securities exchanges an exemption
under Section 36(a) of the Exchange Act from the rule filing
requirements of Section 19(b) of the Exchange Act with respect to
certain of its rules incorporating by reference rules of FINRA)
(``Nasdaq Order''); Exchange Act Release No. 83040 (Apr. 12, 2018),
83 FR 17198 (Apr. 18, 2018) (order granting MIAX PEARL, LLC, an
exemption under Section 36(a) of the Exchange Act from the rule
filing requirements of Section 19(b) of the Exchange Act with
respect to certain of its rules incorporating by reference rules of
the Miami International Securities Exchange, LLC); and Exchange Act
Release No. 61534 (Feb. 18, 2010), 75 FR 8760 (Feb. 25, 2010) (order
granting BATS Exchange, Inc., an exemption under Section 36(a) of
the Exchange Act from the rule filing requirements of Section 19(b)
of the Exchange Act with respect to certain of its rules
incorporating by reference rules of the Chicago Board Options
Exchange, Incorporated, FINRA, and the New York Stock Exchange,
LLC).
---------------------------------------------------------------------------
An SRO wishing to incorporate rules of another SRO by
reference has submitted a written request for an order exempting it
from the requirement in Section 19(b) of the Exchange Act to file
proposed rule changes relating to the rules incorporated by reference,
has identified the applicable originating SRO(s), together with the
rules it wants to incorporate by reference, and otherwise has complied
with the procedural requirements set forth in the Commission's release
governing procedures for requesting exemptive orders pursuant to Rule
0-12 under the Exchange Act;
The incorporating SRO has requested incorporation of
categories of rules (rather than individual rules within a category)
that are not trading rules (e.g., the SRO has requested incorporation
of rules such as margin, suitability, or arbitration); and
The incorporating SRO has reasonable procedures in place
to provide written notice to its members each time a change is proposed
to the incorporated rules of another SRO.\11\
---------------------------------------------------------------------------
\11\ See Nasdaq Order at 22962 (footnotes omitted).
---------------------------------------------------------------------------
The Exchange has satisfied each of these conditions. Moreover,
granting the Exchange an exemption from the rule filing requirements
under Section 19(b) of the Exchange Act will promote efficient use of
Commission and Exchange resources by avoiding duplicative rule filings
based on simultaneous changes to identical rule text sought by more
than one SRO. The Commission therefore finds it appropriate in the
public interest, and consistent with the protection of investors, to
exempt the Exchange from the rule filing requirements under Section
19(b) of the Exchange Act with respect to the above-described rule the
Exchange has incorporated by reference.
Accordingly, it is ordered, pursuant to Section 36 of the Exchange
Act,\12\ that the Exchange is exempt from the rule filing requirements
of Section 19(b) of the Exchange Act with respect to a change to NYSE
Chicago Rule 11.2210 resulting solely from a change made to FINRA Rule
2210 without the need for the Exchange to separately file, pursuant to
Section 19(b) of the Exchange Act, a proposed rule change similar to
the one filed by FINRA, provided that the Exchange promptly provides
written notice to its members whenever a change is proposed to FINRA
Rule 2210, and provided that the Exchange informs its members in
writing when the Commission approves any such proposed rule change.
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78mm.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------
\13\ 17 CFR 200.30-3(a)(76).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-20036 Filed 9-15-22; 8:45 am]
BILLING CODE 8011-01-P
