[Federal Register Volume 83, Number 49 (Tuesday, March 13, 2018)]
[Notices]
[Pages 11098-11128]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-04962]



[[Page 11097]]

Vol. 83

Tuesday,

No. 49

March 13, 2018

Part III





Securities and Exchange Commission





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Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing of 
Proposed Rule Change To Support the Re-Launch of the Exchange on the 
Pillar Trading Platform; Notice

  Federal Register / Vol. 83 , No. 49 / Tuesday, March 13, 2018 / 
Notices  

[[Page 11098]]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82819; File No. SR-NYSENAT-2018-02]


Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing of Proposed Rule Change To Support the Re-Launch of the Exchange 
on the Pillar Trading Platform

March 7, 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 February 21, 2018, NYSE National, Inc. (the ``Exchange'' 
or ``NYSE National'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by NYSE National. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes the following rules and rule changes to 
support the re-launch of the Exchange on the Pillar trading platform: 
(1) Amendments to Article V, Sections 5.01 and 5.8 of the Fourth 
Amended and Restated Bylaws of NYSE National (``Bylaws''); (2) new 
rules based on the rules of the Exchange's affiliates relating to (a) 
trading securities on an unlisted trading privileges basis (Rules 5 and 
8), (b) trading on the Pillar trading platform (Rules 1 and 7), (c) 
disciplinary rules (Rule 10), and (d) administration of the Exchange 
(Rules 3, 12, and 13); (3) rule changes that renumber current Exchange 
rules relating to (a) membership (Rule 2), (b) order audit trail 
requirements (Rule 6), and (c) business conduct, books and records, 
supervision, extensions of credit, and trading practices (Rule 11); and 
(4) deletion of Chapters I-XVI and the rules contained therein. 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
1. [sic] Background
    On February 1, 2017, the Exchange ceased trading operations.\4\ The 
Exchange proposes to re-launch trading operations on Pillar, which is 
an integrated trading technology platform designed to use a single 
specification for connecting to the equities and options markets 
operated by the Exchange and its affiliates, NYSE Arca, Inc. (``NYSE 
Arca''), NYSE American LLC (``NYSE American''), and New York Stock 
Exchange LLC (``NYSE'').\5\ Subject to rule approvals, the Exchange 
anticipates re-launching trading operations on Pillar in the second 
quarter of 2018.
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    \4\ See Securities Exchange Act Release No. 80018 (February 10, 
2017), 82 FR 10947 (February 16, 2017) (SR-NSX-2017-04) 
(``Termination Filing''). On January 31, 2017, Intercontinental 
Exchange, Inc. (``ICE''), through its wholly-owned subsidiary NYSE 
Group, acquired all of the outstanding capital stock of the Exchange 
(the ``Acquisition''). See Securities Exchange Act Release No. 79902 
(January 30, 2017), 82 FR 9258 (February 3, 2017) (SR-NSX-2016-16). 
Prior to the Acquisition, the Exchange was named ``National Stock 
Exchange, Inc.''
    \5\ See www.nyse.com/pillar.
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    In the Spring of 2016, NYSE Arca's cash equities market was the 
first trading system to migrate to Pillar.\6\ NYSE American's cash 
equities market transitioned to Pillar on July 24, 2017.\7\ NYSE has 
filed proposed rule changes to launch trading on Pillar.\8\ In each 
case, NYSE Arca, NYSE American, and NYSE have proposed trading rules 
that are substantially similar and that are based on the rule numbering 
framework of NYSE Arca. As described in the rule filings for NYSE 
American and NYSE, those exchanges proposed specified differences to 
certain trading rules as compared to NYSE Arca to differentiate their 
respective trading models. For example, NYSE American has a delay 
mechanism and does not offer specified order types \9\ and NYSE has 
proposed a parity allocation model.\10\
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    \6\ In connection with the NYSE Arca implementation of Pillar, 
NYSE Arca filed four rule proposals relating to Pillar. See 
Securities Exchange Act Release Nos. 74951 (May 13, 2015), 80 FR 
28721 (May 19, 2015) (Notice) and 75494 (July 20, 2015), 80 FR 44170 
(July 24, 2015) (SR-NYSEArca-2015-38) (Approval Order of NYSE Arca 
Pillar I Filing, adopting rules for Trading Sessions, Order Ranking 
and Display, and Order Execution); Securities Exchange Act Release 
Nos. 75497 (July 21, 2015), 80 FR 45022 (July 28, 2015) (Notice) and 
76267 (October 26, 2015), 80 FR 66951 (October 30, 2015) (SR-
NYSEArca-2015-56) (Approval Order of NYSE Arca Pillar II Filing, 
adopting rules for Orders and Modifiers and the Retail Liquidity 
Program); Securities Exchange Act Release Nos. 75467 (July 16, 
2015), 80 FR 43515 (July 22, 2015) (Notice) and 76198 (October 20, 
2015), 80 FR 65274 (October 26, 2015) (SR-NYSEArca-2015-58) 
(Approval Order of NYSE Arca Pillar III Filing, adopting rules for 
Trading Halts, Short Sales, Limit Up-Limit Down, and Odd Lots and 
Mixed Lots); and Securities Exchange Act Release Nos. 76085 (October 
6, 2015), 80 FR 61513 (October 13, 2015) (Notice) and 76869 (January 
11, 2016), 81 FR 2276 (January 15, 2016) (Approval Order of NYSE 
Arca Pillar IV Filing, adopting rules for Auctions). NYSE Arca 
Equities, Inc., which was a wholly-owned subsidiary of NYSE Arca, 
has been merged with and into NYSE Arca and as a result, former NYSE 
Arca Equities rules are now the rules of NYSE Arca. NYSE Arca rules 
that only apply to its cash equities market have a suffix of ``-E'' 
in the rule number. See Securities Exchange Act Release No. 81419 
(August 17, 2017), 82 FR 40044 (August 23, 2017) (SR-NYSEArca-2017-
40) (Approval Order).
    \7\ In connection with the NYSE American implementation of 
Pillar, NYSE American filed several rule changes. See Securities 
Exchange Act Release Nos. 79242 (November 4, 2016), 81 FR 79081 
(November 10, 2016) (SR-NYSEMKT-2016-97) (Notice and Filing of 
Immediate Effectiveness of Proposed Rule Change of framework rules); 
81038 (June 28, 2017), 82 FR 31118 (July 5, 2017) (SR-NYSEMKT-2016-
103) (Approval Order) (``NYSE American ETP Listing Rules Filing''); 
80590 (May 4, 2017), 82 FR 21843 (May 10, 2017) (SR-NYSEMKT-2017-01) 
(Approval Order) (``NYSE American Trading Rules Filing''); 80577 
(May 2, 2017), 82 FR 21446 (May 8, 2017) (SR-NYSEMKT-2017-04) 
(Approval Order) (``NYSE American Market Maker Filing''); 80700 (May 
16, 2017), 82 FR 23381 (May 22, 2017) (SR-NYSEMKT-2017-05) (Approval 
Order) (``NYSE American Delay Mechanism Filing''). NYSE American was 
previously known as NYSE MKT LLC. See Securities Exchange Act 
Release No. 80748 (May 23, 2017), 82 FR 24764, 24765 (SR-NYSEMKT-
2017-20) (Notice of filing and immediate effectiveness of proposed 
rule change to change the name of NYSE MKT to NYSE American).
    \8\ See Securities Exchange Act Release Nos. Securities Exchange 
Act Release Nos. [sic] 76803 (December 30, 2015), 81 FR 536 (January 
6, 2016) (SR-NYSE-2015-67) (Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change); 80214 (March 10, 2017), 82 
FR 14050 (March 16, 2017) (SR-NYSE-2016-44) (Approval Order) (``NYSE 
ETP Listing Rules Filing''); 81225 (July 27, 2017), 82 FR 36033 
(August 2, 2017) (SR-NYSE-2017-35) (Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change); and 81310 (August 3, 2017), 
82 FR 37257 (August 9, 2017) (SR-NYSE-2017-36) (Notice of Filing) 
(``NYSE Trading Rules Filing'').
    \9\ See NYSE American Delay Mechanism Filing, supra, note 7.
    \10\ See NYSE Trading Rules Filing, supra note 8.
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    With Pillar, the Exchange proposes to re-launch trading in all Tape 
A, Tape B,

[[Page 11099]]

and Tape C securities on an unlisted trading privileges (``UTP'') basis 
on a fully automated price-time priority allocation model. As proposed, 
the Exchange's trading rules would be based on the rules and trading 
model of the cash equities platform of NYSE Arca, which operates as a 
fully automated price-time priority allocation exchange, without any 
substantive differences. Accordingly, the Exchange proposes rules 
relating to orders and modifiers, ranking and display of orders, 
execution and routing of orders, and all other trading functionality 
that are based on the rules of NYSE Arca. In addition, in specified 
circumstances, described in more detail below, the Exchange proposes 
rules based on NYSE American as well, which was a more recent exchange 
to transition to the Pillar trading platform. In short, the Exchange is 
not proposing any new or novel rules for how trading would operate on 
the Exchange.
    However, unlike its affiliated exchanges, the Exchange would not be 
a listing venue. Because the Exchange would trade securities on a UTP 
basis only, the Exchange proposes to operate in the same manner that 
NYSE Arca operates with respect to securities that trade on a UTP basis 
on that exchange. For example, the Exchange would not operate any 
auctions and therefore would not propose rules to provide for auction 
functionality on the Exchange. However, the Exchange would make 
available order types that already exist on NYSE Arca and NYSE American 
for securities that trade on a UTP basis and that route directly to the 
primary listing market, including orders designated to participate in 
an auction on the primary listing market. In addition, because the 
Exchange would not be a listing venue, the Exchange would not provide 
for either ``lead'' or ``designated'' market makers, which are 
available on NYSE Arca and NYSE American, respectively, for securities 
listed on those exchanges only. As with NYSE Arca and NYSE American, 
proposed Exchange rules would provide that ETP Holders may register as 
a market maker in securities that trade on a UTP basis on the Exchange. 
And as with NYSE Arca and NYSE American, Exchange rules would not 
require a market maker for a security to trade on a UTP basis on the 
Exchange. Similar to NYSE American, the Exchange would not operate a 
retail liquidity program.
    While the trading rules for the Exchange's re-launch would be based 
on the rules of its affiliated exchanges, the Exchange proposes to 
retain its existing rules relating to membership and ETP Holder 
conduct. As described in more detail below, the Exchange proposes to 
renumber such rules and make minor modifications to certain rules. 
However, the Exchange is not proposing any new rules; all such rules 
would be either existing Exchange rules that have been renumbered or 
updated rules based on an existing rule of another exchange.
    Because the Exchange is not proposing new or different rules to 
qualify as a member of the Exchange, for the re-launch, the Exchange 
proposes to reinstate ETP Holder status \11\ using the existing process 
described in Interpretation and Policies .01 to current Rule 2.5, which 
sets forth the expedited process for reinstatement as an ETP Holder and 
to register associated persons when the Exchange re-launched operations 
in 2015.\12\ Pursuant to that rule, approved ETP Holders that were in 
good standing as of the close of business on May 30, 2014, when the 
Exchange previously ceased trading operations, had their ETP Holder 
status reinstated and associated persons registered pursuant to that 
expedited process.
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    \11\ When the Exchange ceased operations, the Exchange 
terminated the ETP status of all ETP Holders as of the close of 
business on February 1, 2017. See Termination Filing, supra note 4.
    \12\ See Securities Exchange Act Release No. 75098 (June 3, 
2015), 80 FR 32644 (June 9, 2015) (Notice of filing and immediate 
effectiveness of proposed rule change to establish expedited process 
to reinstate ETP Holder status).
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    Because the Exchange proposes to use an established process to 
reinstate ETP Holder status, the Exchange is not proposing any 
substantive differences to this rule. The Exchange proposes to amend 
Interpretation and Policies .01 to Rule 2.5 to replace the date of May 
30, 2014, with the date of February 1, 2017, which was when the 
Exchange last terminated ETP Holder status. This proposed rule change 
would therefore provide for the reinstatement of ETP Holders whose 
status was terminated on February 1, 2017 in the exact same manner that 
the Exchange reinstated ETP Holders whose status had previously been 
terminated on May 30, 2014.
    In short, for the re-launch of Exchange operations, the trading 
experience for reinstated ETP Holders on the Exchange would be 
identical to how trading functions on NYSE Arca for securities trading 
on a UTP basis. The Exchange proposes to differentiate itself from its 
affiliated exchanges through a different pricing model, which the 
Exchange will establish in a separate proposed rule change.\13\
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    \13\ The Exchange also proposes to file separate proposed rule 
changes to establish market data products that will be available for 
the Exchange and related fees.
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2. Summary of Proposed Rule Changes
    In preparation for the re-launch, the Exchange adopted the rule 
numbering framework of the NYSE Arca rules, which are organized in 14 
Rules.\14\ This framework replaces the Exchange's current rule 
numbering framework.
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    \14\ See Securities Exchange Act Release No. 81782 (September 
29, 2017), 82 FR 81782 (October 5, 2017) (SR-NYSENat-2017-04) 
(Notice of Filing and Immediate Effectiveness) (``Framework 
Filing'').
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    With this filing, and as described in greater detail below, the 
Exchange proposes to expand on the Framework Filing by making the 
following changes to its rulebook:
     Adding new rules based on the rules of the Exchange's 
affiliates relating to:

 Trading securities on an unlisted trading privileges basis 
(Rules 5 and 8)
 trading on the Pillar trading platform (Rules 1 and 7)
 disciplinary rules (Rule 10)
 administration of the Exchange (Rules 3, 12, and 13)

     Moving and renumbering current rules set forth in Chapters 
II, III, IV, V, VI and XII to the new framework:

 ETP Holder \15\ membership (Rule 2)
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    \15\ The Exchange proposes to define the term ``ETP Holder'' in 
Rule 1.1 to mean an Exchange-approved holder of an ETP. This 
proposed rule is based on current Rule 1.5(E)(2).
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 order audit trail requirements (Rule 6)
 rules of fair practice, books and records, supervision, 
extensions of credit, and trading practices (Rule 11)

     Because Rules 4 and 9 would not include any rules, 
designating those rules as ``Reserved''
    In addition, the Exchange proposes to amend Article V, Section 5.01 
and 5.8 of the Bylaws.
    Because the current rulebook would be replaced with both new and 
renumbered rules under the new framework, the Exchange proposes to 
delete current Chapters I-XVI and the rules contained therein.
    The following summarizes the proposed rule changes and Part 3, 
below, provides additional detail regarding the specific proposed rule 
changes.
a. Bylaws
    The Exchange proposes to amend Article V, Sections 5.01 and 5.8 of 
the Bylaws to conform the Exchange's name for its existing ``Appeals 
Committee'' to ``Committee for Review.'' The proposed change would more 
closely align the Bylaws of the Exchange with the governing documents 
of its affiliates, NYSE, NYSE American, and NYSE Arca, which all have 
``committees for

[[Page 11100]]

review,'' rather than appeals committees.
b. Definitions
    Rule 1 would set forth definitions that would be used in Exchange 
rules. As described below, except for membership and conduct rules, the 
Exchange's proposed definitions are based on the rules for the NYSE 
Arca or NYSE American cash equities markets, or both. Accordingly, the 
definitions in proposed Rule 1.1 are based on definitions set forth in 
NYSE Arca Rule 1.1 and NYSE American Rule 1.1E, as applicable. The 
definitions set forth in proposed Rule 1.1 would also include current 
definitions set forth in Chapter I that relate to membership.
c. Membership Rules
    To facilitate the expedited process to reinstate ETP Holders for 
the re-launch of trading operations, the Exchange proposes to retain 
its existing rules relating to membership and the registration of 
associated persons, which are currently set forth in Chapter II of the 
Exchange's rulebook. Consistent with the Framework Filing, the Exchange 
proposes to move the membership rules to Rule 2, but would retain the 
current individual rule numbers. As described in greater detail below, 
the Exchange proposes amendments to certain of those membership rules.
d. Unlisted Trading Privileges Rules
    Proposed Rules 5 and 8 would provide for rules to trade all Tape A, 
Tape B, and Tape C securities, including Exchange Traded Products, on a 
UTP basis.\16\ Because NYSE American is the latest affiliate of the 
Exchange to add rules for trading securities on a UTP basis on the 
Pillar trading platform, the Exchange is proposing rules that are based 
on the rules of NYSE American with only non-substantive and technical 
differences, as described in greater detail below. As described in NYSE 
American ETP Listing Rules Filing, the NYSE American rules are based on 
NYSE Rules 5P and 8P, which in turn are modeled on NYSE Arca Rules 5-E 
and 8-E.\17\ The NYSE American and NYSE rules are differentiated from 
the NYSE Arca rules because they are intended for trading on a UTP 
basis only. Those rules therefore include a preamble explaining that 
such rules are for trading on a UTP basis only and not for listing 
purposes, even though individual NYSE American and NYSE rules reference 
listing requirements. The Exchange proposes to follow this established 
and approved process for its proposed Rules 5 and 8 without any 
differences. Accordingly, proposed Rules 5 and 8 are based on the 
approved rules of NYSE American and NYSE, including proposed preambles 
to such rules explaining that such rules would govern trading on a UTP 
basis only and would not govern the listing of securities, even though 
individual rules may include references to listing requirements. In 
addition, proposed Rules 5 and 8 are based on the approved rules of 
NYSE, which cross reference options-related rules of NYSE Arca.
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    \16\ As described below, the term ``Exchange Traded Product'' 
will be defined in Rule 1.1 and would include Equity Linked Notes 
(``ELNs''), Investment Company Units, Index-Linked Exchangeable 
Notes, Equity Gold Shares, Equity Index-Linked Securities, 
Commodity-Linked Securities, Currency-Linked Securities, Fixed-
Income Index-Linked Securities, Futures-Linked Securities, 
Multifactor-Index-Linked Securities, Trust Certificates, Currency 
and Index Warrants, Portfolio Depository Receipts, Trust Issued 
Receipts, Commodity-Based Trust Shares, Currency Trust Shares, 
Commodity Index Trust Shares, Commodity Futures Trust Shares, 
Partnership Units, Paired Trust Shares, Trust Units, Managed Fund 
Shares, and Managed Trust Securities.
    \17\ See NYSE American ETP Listing Rules Filing, supra note 7 
and NYSE ETP Listing Rules Filing, supra note 8.
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e. Consolidated Audit Trail and Order Audit Trail Rules
    Rule 6 would set forth rules relating to (i) compliance with the 
National Market System Plan Governing the Consolidated Audit Trail (the 
``CAT NMS Plan''),\18\ which are currently set forth in Chapter XIV 
(the ``Compliance Rules''), (ii) new Rule 6.6900 to establish the 
procedures for resolving potential disputes related to CAT Fees charged 
to Industry Members (``Fee Dispute Rule''); and (iii) new rules based 
on NYSE Arca Order Audit Trail System (``OATS'') rules relating to 
order audit trail system requirements. None of these are novel rules 
and are either renumbered Exchange rules (the Compliance Rules) or new 
rules based on the approved rules of other exchanges (the Fee Dispute 
Rule and OATS rules).
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    \18\ The CAT NMS Plan is designed to create, implement and 
maintain a consolidated audit trail (``CAT'') that would capture 
customer and order event information for orders in NMS Securities 
and OTC Equity Securities, across all markets, from the time of 
order inception through routing, cancellation, modification, or 
execution in a single consolidated data source. Each Participant of 
the Plan is required to enforce compliance by its Industry Members, 
as applicable, with the provisions of the Plan, by adopting a 
Compliance Rule applicable to their Industry Members.
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f. Trading Rules
    Rule 7 would establish rules for trading on the Exchange. As noted 
above, the Exchange will re-launch on the same trading platform as NYSE 
Arca's cash equities trading platform, and proposes trading rules based 
on the rules of NYSE Arca. Rule 7 would include rules based on NYSE 
Arca Rule 7-E, including general provisions relating to trading, market 
makers, trading on the Exchange, operation of the routing broker, and 
the Plan to Implement a Tick Size Pilot Program. Rule 7 would therefore 
specify all aspects of trading on the Exchange, including the orders 
and modifiers that would be available and how orders would be ranked, 
displayed, and executed.
    Because the Exchange will not be a listing venue, the Exchange does 
not propose to have either lead or designated market makers assigned to 
securities trading on the Exchange. The Exchange therefore does not 
propose a rule based on NYSE Arca Rule 7.24-E (Designated Market Maker 
Performance Standards). In addition, because the Exchange would not 
operate auctions, the Exchange does not propose a rule based on NYSE 
Arca Rule 7.35-E (Auctions).
g. Disciplinary Rules
    Rule 10 would set forth the Exchange's rules relating to 
investigation, discipline, sanction, and other procedural rules that 
are modeled on the rules of the Exchange's affiliate NYSE American, 
which in turn, are modeled on the rules of the Financial Industry 
Regulatory Authority, Inc. (``FINRA'').
h. Rules of Fair Practice, Books and Records, Supervision, Extensions 
of Credit, and Trading Practice Rules
    The Exchange proposes to retain its existing rules relating to 
rules of fair practice, books and records, supervision, extensions of 
credit, and trading practices, which are set forth in Chapters III, IV, 
V, VI, and XII, and move and renumber them to Rule 11. The Exchange 
believes that retaining existing rules relating to rules of fair 
practice, books and records, supervision, extensions of credit, and 
trading practices would facilitate the expedited process for ETP 
Holders and their associated persons to be reinstated as members 
because such ETP Holders would not be required to change their internal 
procedures to be reinstated as ETP Holders of the Exchange. However, 
because the Exchange has established a new numbering framework, the 
Exchange proposes to renumber these existing rules under Rule 11, but 
with sub-numbering that is the same as the existing Exchange rule 
numbers for such rules. Accordingly, these rules would all begin as 
``Rule 11'', but then would have

[[Page 11101]]

a sub-number assigned that is identical to the existing rule number. 
For example, Rule 3.1 would be renumbered as Rule 11.3.1.
    The Exchange proposes to rename Rule 11 as ``Rules of Fair 
Practice; Books and Records; Supervision; Extensions of Credit; Trading 
Practice Rules.'' Because Rules 4 and 9 will not include any rules, the 
Exchange proposes to delete the current titles associated with those 
rules and designate them as ``Reserved.''
i. Organizational, Administration, Business Conduct, Books and Records 
and Supervisory Rules
    In addition to the above categories of rules, the Exchange proposes 
rules based on NYSE Arca Rules 3 (Organization and Administration), 12 
(Arbitration), and 13 (Liability of Directors and the Exchange).
3. Proposed Rule Changes
Proposed Changes to the Bylaws
    The Exchange has an Appeals Committee, which presides over appeals 
related to disciplinary and adverse action determinations in accordance 
with the Exchange rules.\19\ The Exchange proposes to change the name 
of the committee, from ``Appeals Committee'' to ``Committee for 
Review.'' In order to make the change, the Exchange proposes to replace 
``Appeals Committee'' with ``Committee for Review'' in Article V, 
Sections 5.01 and 5.8 of the Bylaws, as well as in the table of 
contents of the Bylaws. The change would be non-substantive, as the 
makeup and function of the committee would not change.
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    \19\ See Securities Exchange Release No. 79684 (December 23, 
2016), 81 FR 96552 (December 30, 2016) (SR-NSX-2016-16, at 96557 
(proposal). See also Securities Exchange Release No. 79902 (January 
30, 2017), 82 FR 9258 (February 3, 2017) (SR-NSX-2016-16) 
(approval).
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    The proposed change would conform the Exchange's name for the 
Appeals Committee to that of its affiliates, NYSE, NYSE American, and 
NYSE Arca, which all have committees for review, rather than appeals 
committees.\20\ The change would thereby more closely align the Bylaws 
of the Exchange with the governing documents of its national securities 
exchange affiliates.
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    \20\ See the Eleventh Amended and Restated Operating Agreement 
of New York Stock Exchange LLC, Article II, Section 2.03(h)(iii); 
Eleventh Amended and Restated Operating Agreement of NYSE American 
LLC, Article II, Section 2.03(h)(iii); Amended and Restated NYSE 
Arca, Inc. Bylaws, Article IV, Section 4.01(a).
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    In addition, ``Fourth'' would be replaced with ``Fifth'' on the 
cover page heading, the table of contents, and first page of the 
Bylaws.
    No other changes are proposed to the Bylaws.
Rule 0--Regulation of the Exchange and ETP Holders
    As described in the Framework Filing, Rule 0 establishes the 
regulation of the Exchange and ETP Holders. As proposed, Rule 0 would 
provide that:
    The Exchange and FINRA are parties to a Regulatory Services 
Agreement (``RSA'') pursuant to which FINRA has agreed to perform 
certain regulatory functions of the Exchange on behalf of the Exchange. 
Exchange Rules that refer to Exchange staff and Exchange departments 
should be understood as also referring to FINRA staff and FINRA 
departments acting on behalf of the Exchange pursuant to the RSA, as 
applicable. Notwithstanding the fact that the Exchange has entered into 
an RSA with FINRA to perform certain of the Exchange's functions, the 
Exchange shall retain ultimate legal responsibility for, and control 
of, such functions.
    This proposed rule is based on NYSE Arca Rule 0 without any 
substantive differences. This Exchange does not currently have a rule 
that addresses the same topics as proposed Rule 0 and therefore this 
would be a new Exchange rule.
Rule 1--Definitions
    As described in the Framework Filing, Rule 1 would establish 
definitions applicable to trading on the Exchange's Pillar trading 
platform. Proposed Rule 1.1 includes definitions that are based on NYSE 
Arca Rule 1.1 definitions, NYSE American Rule 1.1E definitions, and 
definitions currently set forth in Rule 1.5 in Chapter I of the 
Exchange's rulebook. Because definitions would be specified in Rule 
1.1, the Exchange proposes to delete Chapter I of the current rulebook.
    Proposed Rule 1.1 would provide that as used in Exchange rules, 
unless the context requires otherwise, the terms in proposed Rule 1.1 
would have the meanings indicated. This rule is based on NYSE American 
Rule 1.1E. Throughout proposed Rule 1.1, where applicable, the Exchange 
proposes non-substantive differences as compared to the NYSE Arca rules 
to use the term ``Exchange'' instead of the term ``NYSE Arca 
Marketplace.'' In addition, the Exchange proposes sub-paragraph 
numbering for Rule 1.1 that aligns to the alphabetical ordering of the 
proposed definitions. The Exchange proposes the following definitions:
     Proposed Rule 1.1(a) would define the terms ``Authorized 
Trader'' or ``AT'' to mean a person who may submit orders to the 
Exchange's Trading Facilities on behalf of his or her ETP Holder. This 
proposed rule is based on NYSE American Rule 1.1E(g) without any 
differences.
     Proposed Rule 1.1(b) would define the term ``Away Market'' 
to mean any exchange, alternative trading system (``ATS'') or other 
broker-dealer (1) with which the Exchange maintains an electronic 
linkage and (2) that provides instantaneous responses to orders routed 
from the Exchange. The Exchange will designate from time to time those 
ATSs or other broker-dealers that qualify as Away Markets. This 
proposed rule is based on NYSE Arca Rule 1.1(f) and NYSE American Rule 
1.1E(ff) without any substantive differences.
     Proposed Rule 1.1(c) would define the term ``BBO'' to mean 
the best bid or offer that is a protected quotation on the Exchange and 
that the term ``BB'' means the best bid on the Exchange and the term 
``BO'' means the best offer on the Exchange. This proposed rule is 
based on NYSE Arca Rule 1.1(g) and NYSE American Rule 1.1E(h).
     Proposed Rule 1.1(d) would define the term ``Board and 
Board of Directors'' to mean the Board of Directors of NYSE National, 
Inc. This proposed rule is based on NYSE Arca Rule 1.1(h).
     Proposed Rule 1.1(e) would define the term ``Core Trading 
Hours'' to mean the hours of 9:30 a.m. Eastern Time through 4:00 p.m. 
Eastern Time or such other hours as may be determined by the Exchange 
from time to time. This proposed rule is based on NYSE Arca Rule 1.1(j) 
and NYSE American Rule 1.1E(j).
     Proposed Rule 1.1(f) would define the terms ``effective 
national market system plan'' and ``regular trading hours'' to have the 
meanings set forth in Rule 600(b) of Regulation NMS under the Exchange 
Act. This proposed rule is based on NYSE Arca Rule 1.1(l) and NYSE 
American Rule 1.1E(hhh).
     Proposed Rule 1.1(g) would define the term ``Eligible 
Security'' to mean any equity security (i) traded on the Exchange 
pursuant to a grant of unlisted trading privileges under Section 12(f) 
of the Exchange Act and (ii) specified by the Exchange to be traded on 
the Exchange or other facility, as the case may be. This proposed rule 
is based on NYSE American Rule 1.1E(l) with a non-substantive 
difference not to reference securities listed on the Exchange.
     Proposed Rule 1.1(h) would define the term ``ETP'' to 
refer to an Equity Trading Permit issued by the Exchange for effecting 
approved securities transactions on the Exchange. This proposed rule is 
based on current NYSE

[[Page 11102]]

National Rule 1.5(E)(1), which has been renumbered as Rule 1.1(h).
     Proposed Rule 1.1(i) would define the term ``ETP Holder'' 
to mean the Exchange-approved holder of an ETP. This proposed rule is 
based on current NYSE National Rule 1.5(E)(2), which has been 
renumbered as Rule 1.1(i).
     Proposed Rule 1.1(j) would define the term ``Exchange'' to 
mean NYSE National, Inc. This proposed rule is based on NYSE American 
Rule 1.1E(k).
     Proposed Rule 1.1(k) would define the term ``Exchange 
Act'' to mean the Securities Exchange Act of 1934, as amended. This 
proposed rule is based on NYSE Arca Rule 1.1(q).
     Proposed Rule 1.1(l) would define the term ``Exchange 
Book'' to mean the Exchange's electronic file of orders. This proposed 
rule is based on NYSE American Rule 1.1E(a).
     Proposed Rule 1.1(m) would define the term ``Exchange 
Traded Product'' to mean a security that meets the definition of 
``derivative securities product'' in Rule 19b-4(e) under the Exchange 
Act and would define the term ``UTP Exchange Traded Product'' to mean 
an Exchange Traded Product that trades on the Exchange pursuant to 
unlisted trading privileges. This proposed rule is based on NYSE 
American Rule 1.1E(bbb).
     Proposed Rule 1.1(n) would define the term ``FINRA'' to 
mean the Financial Industry Regulatory Authority, Inc. This proposed 
rule is based on NYSE Arca Rule 1.1(r).
     Proposed Rule 1.1(o) would define the terms ``General 
Authorized Trader'' or ``GAT'' to mean an authorized trader who 
performs only non-market making activities on behalf of an ETP Holder. 
This proposed rule is based on NYSE Arca Rule 1.1(u) and NYSE American 
Rule 1.1E(p).
     Proposed Rule 1.1(p) would define the term ``Good 
Standing'' to mean an ETP Holder who is not in violation of any of its 
agreements with the Exchange or any of the provisions of the Rules or 
Bylaws of the Exchange, and who has maintained all of the conditions 
for approval of the ETP. This proposed rule is based on NYSE Arca Rule 
1.1(v) with one substantive difference to exclude references to OTP, 
OTP Holder or OTP Firm from the proposed rule as NYSE National would 
not trade any options and therefore would not have OTPs, OTP Holders or 
OTP Firms on the Exchange.
     Proposed Rule 1.1(q) would define the term ``Marketable'' 
to mean, for a Limit Order, an order that can be immediately executed 
or routed and that Market Orders are always considered marketable. This 
proposed rule is based on NYSE Arca Rule 1.1(y) and NYSE American Rule 
1.1E(u).
     Proposed Rule 1.1(r) would define the term ``Market 
Maker'' to mean an ETP Holder that acts as a Market Maker pursuant to 
Rule 7. This proposed rule is based on NYSE Arca Rule 1.1(z) and NYSE 
American Rule 1.1E(v).
     Proposed Rule 1.1(s) would define the terms ``Market Maker 
Authorized Trader'' or ``MMAT'' to mean an Authorized Trader who 
performs market making activities pursuant to Rule 7 on behalf of a 
Market Maker. This proposed rule is based on NYSE Arca Rule 1.1(aa) and 
NYSE American Rule 1.1E(w).
     Proposed Rule 1.1(t) would define the term ``Market 
Participant'' to include electronic communications networks (``ECN''), 
dealer-specialists registered with a national securities exchange, and 
market makers registered with a national securities association. This 
proposed rule is based on NYSE Arca Rule 1.1(bb).
     Proposed Rule 1.1(u) would define the term ``Nasdaq'' to 
mean The Nasdaq Stock Market LLC. This proposed rule is based on NYSE 
Arca Rule 1.1(cc).
     Proposed Rule 1.1(v) would define the terms ``NBBO, Best 
Protected Bid, Best Protected Offer, and Protected Best Bid and Offer 
(PBBO)''. The term ``NBBO'' would mean the national best bid or offer. 
The terms ``NBB'' would mean the national best bid and ``NBO'' would 
mean the national best offer. The terms ``Best Protected Bid'' or 
``PBB'' would mean the highest Protected Bid, and ``Best Protected 
Offer'' or ``PBO'' would mean the lowest Protected Offer, and the term 
``Protected Best Bid and Offer'' (``PBBO'') would mean the Best 
Protected Bid and the Best Protected Offer. This proposed rule is based 
on NYSE Arca Rule 1.1(dd) and NYSE American Rule 1.1E(dd).
     Proposed Rule 1.1(w) would define the term ``NMS Stock'' 
to mean any security, other than an option, for which transaction 
reports are collected, processed, and made available pursuant to an 
effective transaction reporting plan. This proposed rule is based on 
NYSE Arca Rule 1.1(ee) and NYSE American Rule 1.1E(ddd).
     Proposed Rule 1.1(x) would define the term ``NYSE 
National'' to have the same meaning as the term ``Exchange'' as that 
term is defined in proposed Rule 1.1. This proposed rule is based on 
NYSE Arca Rule 1.1(i) [sic], but with reference to ``NYSE National'' 
instead of ``NYSE Arca.''
     Proposed Rule 1.1(y) would define the term ``NYSE National 
Marketplace'' to mean the electronic securities communications and 
trading facility of the Exchange through which orders are processed or 
are consolidated for execution and/or display. This proposed rule is 
based on NYSE American Rule 1.1E(e).
     Proposed Rule 1.1(z) would define the term ``Person'' to 
mean a natural person, corporation, partnership, limited liability 
company, association, joint stock company, trustee of a trust fund, or 
any organized group of persons whether incorporated or not. This 
proposed rule is based on current NYSE National Rule 1.5(P)(1), which 
has been renumbered as Rule 1.1(z) without any changes.
     Proposed Rule 1.1(aa) would define the terms ``Person 
Associated with an ETP Holder,'' [sic] Associated Person of an ETP 
Holder'' or ``Associated Person'' to mean any partner, officer, 
director, or branch manager of an ETP Holder (or any Person occupying a 
similar status or performing similar functions), any Person directly or 
indirectly controlling, controlled by, or under common control with an 
ETP Holder, or any employee of such ETP Holder, except that any Person 
Associated with an ETP Holder whose functions are solely clerical or 
ministerial shall not be included in the meaning of such terms. This 
proposed rule is based on current NYSE National Rule 1.5(P)(2), which 
has been renumbered as Rule 1.1(aa) with a non-substantive difference 
to add the short-hand definition of ``Associated Person'' to mean the 
same thing as ``Person Associated with an ETP Holder.''
     Proposed Rule 1.1(bb) would define the term ``Principal'' 
to mean any Person Associated with an ETP Holder actively engaged in 
the management of the ETP Holder's securities business, including 
supervision, solicitation, conduct of the ETP Holder's business, or the 
training of Authorized Traders and Persons Associated with an ETP 
Holder for any of these functions and that such Persons include Sole 
Proprietors, Officers, Partners, and Directors of Corporations. This 
proposed rule is based on current NYSE National Rule 1.5(P)(3), which 
has been renumbered as Rule 1.1(bb) with a non-substantive difference 
to change ``shall include'' to ``include.''
     Proposed Rule 1.1(cc) would define the term ``Principal--
Financial and Operations'' to mean a Person Associated with an ETP 
Holder whose duties include: Final approval and responsibility for the 
accuracy of financial reports submitted to any duly established 
securities industry regulatory body; final preparation of such reports; 
supervision of individuals who assist in the preparation of such 
reports; supervision of and responsibility for individuals who are

[[Page 11103]]

involved in the actual maintenance of the ETP Holder's books and 
records from which such reports are derived; supervision and/or 
performance of the ETP Holder's responsibilities under all financial 
responsibility rules promulgated pursuant to the provisions of the Act; 
overall supervision of and responsibility for the individuals who are 
involved in the administration and maintenance of the ETP Holder's back 
office operations; or any other matter involving the financial and 
operational management of the ETP Holder. This proposed rule is based 
on current NYSE National Rule 1.5(P)(4), which has been renumbered as 
Rule 1.1(cc) without any changes.
     Proposed Rule 1.1(dd) would define the term ``Protected 
Bid'' or ``Protected Offer'' to mean a quotation in an NMS stock that 
is (i) displayed by an Automated Trading Center; (ii) disseminated 
pursuant to an effective national market system plan; and (iii) an 
Automated Quotation that is the best bid or best offer of a national 
securities exchange or the best bid or best offer of a national 
securities association. The term ``Protected Quotation'' would mean a 
quotation that is a Protected Bid or Protected Offer. For purposes of 
the foregoing definitions, the terms ``Automated Trading Center,'' 
``Automated Quotation,'' ``Manual Quotation,'' ``Best Bid,'' and ``Best 
Offer,'' would have the meanings ascribed to them in Rule 600(b) of 
Regulation NMS under the Securities Exchange Act. This proposed rule is 
based on NYSE Arca Rule 1.1(ss) and NYSE American Rule 1.1E(eee) 
without any substantive differences.
     Proposed Rule 1.1(ee) would define the term ``Security'' 
and ``Securities'' to mean any security as defined in Rule 3(a)(10) 
under the Exchange Act, provided, that for purposes of Rule 7, such 
term would mean any NMS stock. This proposed rule is based on NYSE Arca 
Rule 1.1(vv) and NYSE American Rule 1.1E(rr).
     Proposed Rule 1.1(ff) would define the term ``Securities 
Trader'' to mean any Person engaged in the purchase or sale of 
securities or other similar instruments for the account of an ETP 
Holder with which such Person is associated, as an employee or 
otherwise, and who does not transact any business with the public. This 
proposed rule is based on current NYSE National Rule 1.5(S)(1), which 
has been renumbered as Rule 1.1(ff) without any changes.
     Proposed Rule 1.1(gg) would define the term ``Securities 
Trader Principal'' to mean a Person who has become qualified and 
registered as a Securities Trader and passes the General Securities 
Principal qualification examination. Each Principal with responsibility 
over securities trading activities on the Exchange shall become 
qualified and registered as a Securities Trader Principal. This 
proposed rule is based on current NYSE National Rule 1.5(S)(2), which 
has been renumbered as Rule 1.1(gg) without any changes.
     Proposed Rule 1.1(hh) would define the term ``Self-
Regulatory Organization'' and ``SRO'' to have the same meaning as set 
forth in the provisions of the Exchange Act relating to national 
securities exchanges. This proposed rule is based on NYSE Arca Rule 
1.1(ww) and NYSE American Rule 1.1E(ss) without any substantive 
differences.
     Proposed Rule 1.1(ii) would define the term ``Trade-
Through'' to mean the purchase or sale of an NMS stock during regular 
trading hours, either as principal or agent, at a price that is lower 
than a Protected Bid or higher than a Protected Offer. This proposed 
rule is based on NYSE Arca Rule 1.1(bbb) and NYSE American Rule 
1.1E(fff) without any substantive differences.
     Proposed Rule 1.1(jj) would define the term ``Trading 
Center'' to mean, for purposes of Rule 7, a national securities 
exchange or a national securities association that operates an SRO 
trading facility, an alternative trading system, an exchange market 
maker, an OTC market maker or any other broker or dealer that executes 
orders internally by trading as principal or crossing orders as agent. 
For purposes of this definition, the terms ``SRO trading facility,'' 
``alternative trading system,'' ``exchange market maker'' and ``OTC 
market maker'' would have the meanings ascribed to them in Rule 600(b) 
of Regulation NMS under the Exchange Act. This proposed rule is based 
on NYSE Arca Rule 1.1(ccc) without any substantive differences.
     Proposed Rule 1.1(kk) would define the term ``Trading 
Facilities'' to mean any and all electronic or automatic trading 
systems provided by the Exchange to ETP Holders. This proposed rule is 
based on NYSE American Rule 1.1E(xx) without any differences.
     Proposed Rule 1.1(ll) would define the term ``UTP 
Security'' to mean a security that is listed on a national securities 
exchange other than the Exchange and that trades on the Exchange 
pursuant to unlisted trading privileges. This proposed rule is based on 
NYSE Arca Rule 1.1(iii) and NYSE American Rule 1.1E(ii) without any 
substantive differences.
     Proposed Rule 1.1(mm) would define the term ``UTP Listing 
Market'' to mean the primary listing market for a UTP Security. This 
proposed rule is based on NYSE Arca Rule 1.1(ggg) and NYSE American 
Rule 1.1E(jj) without any substantive differences.
     Proposed Rule 1.1(nn) would define the term ``UTP 
Regulatory Halt'' to mean a trade suspension, halt, or pause called by 
the UTP Listing Market in a UTP Security that requires all market 
centers to halt trading in that security. This proposed rule is based 
on NYSE Arca Rule 1.1(hhh) and NYSE American Rule 1.1E(kk) without any 
substantive differences.
Rule 2--ETP Holders of the Exchange
    The Exchange proposes to retain its existing rules relating to 
membership, which are currently set forth in Chapter II. Consistent 
with the Framework Filing, the Exchange proposes to move those rules, 
as amended, to new Rule 2. For consistency and clarity, the Exchange 
proposes to retain the same individual rule numbers. When moving the 
rules, the Exchange proposes non-substantive differences to (i) use a 
different sub-paragraph numbering format; \21\ (ii) use the term 
``Commentary'' instead of ``Interpretation and Policies;'' and (iii) 
update internal rule cross references to replace references to the term 
``Chapter'' with the term ``Rule.'' \22\
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    \21\ Current Exchange rules use an ``(a)(i)(A)(1)'' sub-
paragraph numbering convention and the Exchange proposes to use an 
``(a)(1)(A)(i)'' sub-paragraph numbering convention.
    \22\ See proposed Rules 2.5(c) (replacing ``Chapter'' with 
``Rule'') and 2.5(d) and (e)(2) (replacing ``Chapter X'' with ``Rule 
10'').
---------------------------------------------------------------------------

    Subject to these non-substantive differences, the Exchange proposes 
to move Rules 2.1 (Rights, Privileges and Duties of ETP Holders), 2.2 
(Obligations of ETP Holders and the Exchange), 2.3 (ETP Holder 
Eligibility), 2.4 (Restrictions), 2.5 (Application Procedures for an 
ETP Holder), 2.6 (Revocation of an ETP or an Association with an ETP 
Holder), 2.7 (Voluntary Termination of Rights as an ETP Holder), 2.8 
(Transfer or Sale of an ETP), and 2.9 (Dues, Assessments and Other 
Charges) to Rule 2 without any additional differences.
    In addition to the non-substantive differences described above, the 
Exchange proposes to amend Commentary .01 to Rule 2.5 to facilitate the 
efficient reinstatement of ETP Holders by replacing the date ``May 30, 
2014'' with the date ``February 1, 2017,'' which was when the Exchange 
ceased operations and terminated ETP Holder status. This amendment will 
allow the use of the existing expedited process--without any 
substantive changes--to facilitate the reinstatement, subject to

[[Page 11104]]

certain conditions, of former ETP Holders of the Exchange and to 
register Associated Persons. The Exchange proposes non-substantive 
differences to update the rule cross references in Commentary .01 from 
Rule 2.4 to Rule 2.2.\23\
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    \23\ See Securities Exchange Act Release No. 78676 (August 25, 
2016), 81 FR 60083 (August 31, 2016) (SR-NSX-2016-07) (Notice of 
filing of amendments to Chapter II, including moving rule text 
relating to requirements for Associated Persons from Rule 2.4 to 
Rule 2.2).
---------------------------------------------------------------------------

    The Exchange proposes to delete the following rules currently set 
forth in Chapter II and not move them to Rule 2:
     Rule 2.10 (No Affiliation between Exchange and any ETP 
Holder). Proposed Rule 3.9, described in greater detail below, would 
establish the permitted relationships between ETP Holders and Exchange 
affiliates. Accordingly, current Rule 2.10 is not necessary. The 
Exchange proposes to designate Rule 2.10 as ``Reserved.''
     Rule 2.11 (NSX Securities LLC). The Exchange will no 
longer use NSX Securities LLC as a routing broker and is now affiliated 
with Archipelago Securities LLC. Proposed Rule 7.45, described in 
greater detail below and which is based on NYSE Arca Rule 7.45-E, would 
establish rules for both the inbound and outbound routing of orders. 
The Exchange proposes to designate Rule 2.11 as ``Reserved.''
     Rule 2.12 (Back-Up Order Routing Services). By its terms, 
current Rule 2.12 expired on September 30, 2008. Moreover, proposed 
Rule 7.45 would address all routing services on behalf of the Exchange. 
The Exchange proposes to designate Rule 2.12 as ``Reserved.''
    The Exchange proposes that Rule 2.13 (Exchange Backup Systems and 
Mandatory Testing) would address mandatory participation in the testing 
of backup systems. To maintain consistency across all exchanges 
operated by NYSE Group, the Exchange proposes that Rule 2.13 would be 
based on NYSE Arca Rule 2.27 instead of current Rule 2.13 (Mandatory 
Participation in Testing of Backup Systems), with the following minor 
substantive differences to reflect the differences between the Exchange 
and NYSE Arca. First, because the Exchange does not have any OTP 
Holders, proposed Rule 2.13 would not reference OTP Holders. Second, 
because the Exchange would not have lead market makers, proposed Rule 
2.13 would not include text based on Rule 2.27(c). The Exchange would 
delete current Rule 2.13 in its entirety.
    The Exchange also proposes new Rule 2.18 (Activity Assessment Fees) 
to be included in Rule 2, which is based on NYSE Arca Rule 2.18 and 
NYSE American Rule 2.17E. Proposed Rule 2.18 would provide authority 
for the Exchange to impose fees, assessments, and other charges, for 
example, in connection with securities transaction fees required under 
Section 31 of the Act.\24\ The Exchange proposes to delete current Rule 
16.1, which similarly addresses the Exchange's authority to prescribe 
dues, fees, assessments and other charges.
---------------------------------------------------------------------------

    \24\ The Exchange does not propose rule text based on Commentary 
.01 to NYSE Arca 2.18, which has expired on its own terms.
---------------------------------------------------------------------------

    To maintain rule numbering consistency, the Exchange proposes to 
add Rules 2.14 through and including Rule 2.17 and designate each rule 
``Reserved.''
    Because Rule 2 would set forth rules on membership, the Exchange 
proposes to delete the rules in Chapter II in their entirety. In 
addition, because Rule 2 would include rules authorizing the Exchange 
to prescribe dues, fees, assessments, and other charges, the Exchange 
proposes to delete the rules in Chapter XVI in their entirety.
Rule 3--Organization and Administration
    The Exchange proposes new Rule 3 titled ``Organization and 
Administration,'' which would include specified rules set forth in NYSE 
Arca Rule 3 and NYSE Arca Rule 13.1.
    To maintain the same rule numbers as NYSE Arca, proposed Rules 3.1 
through 3.7 would be designated as ``Reserved''.\25\
---------------------------------------------------------------------------

    \25\ NYSE Arca Rules 3.1 (Overview), 3.2 (Exchange Committees), 
3.3 (Board Committees) relate to board committees, which are 
described in the Exchange's Fourth Amended and Restated By-Laws, 
which is available here: https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_National_Inc_Fourth_Amended_and_Restated_Bylaws.pdf. Proposed 
Rules 3.4 and 3.5 would be designated as ``Reserved'' like the 
analogous NYSE Arca rules. NYSE Arca Rule 3.6 authorizes the 
exchange to enter into surveillance agreements with domestic and 
foreign SROs, although it does not cover domestic agencies and 
foreign regulators. As discussed below, proposed Rule 8210(b) would 
authorize Exchange staff to enter into regulatory cooperation 
agreements with a domestic federal agency or subdivision thereof, a 
foreign regulator, or a domestic or foreign SRO. The authority to 
adopt and prescribe fines in NYSE Arca Rule 3.7 (Dues, Fees and 
Charges) would be encompassed in proposed Rule 2.9 (Dues, 
Assessments and Other Charges).
---------------------------------------------------------------------------

    Proposed Rule 3.8 (Liability for Payment) provides that an ETP 
Holder failing to pay any assessments, dues or other charges to the 
Exchange for thirty days after the same shall become payable, may be 
suspended by the Exchange in accordance with Rule 10.9555, except that 
failure to pay any fine levied in connection with a disciplinary action 
would be governed by Rule 10.8320. The proposed Rule is based on NYSE 
Arca Rule 3.8 (Liability for Payment) with non-substantive differences 
to reference the applicable disciplinary rules on the Exchange, 
described in greater detail below.
    Proposed Rule 3.9 (Certain Relationships) would preclude an ETP 
Holder from being affiliated with NYSE Group, Inc., unless the 
Commission otherwise approves. The proposed Rule further provides that 
any failure by an ETP Holder to comply with Rule 3.9 would subject it 
to the disciplinary actions prescribed by Rule 10.9555, which provides 
for non-summary suspensions and other actions. The proposed Rule is 
based on NYSE Arca Rule 3.10 (Certain Relationships), with non-
substantive differences to reference the applicable disciplinary rule 
on the Exchange, described in greater detail below. As discussed above, 
proposed Rule 3.9 obviates the need for current Rule 2.10 to be 
maintained.
    Proposed Rule 3.10 (Notice of Expulsion or Suspension) would 
require an ETP Holder to provide prompt written notification to the 
Exchange whenever such ETP Holder is expelled or suspended from any 
SRO, encounters financial difficulty or operating inadequacies, or 
[sic] fails to perform contracts or becomes insolvent. The proposed 
Rule would further require an ETP Holder to give prompt written 
notification to the Exchange with respect to the expulsion or 
suspension of any ETP Holder or any other Associated Person of such ETP 
Holder by any SRO. The proposed Rule is based on NYSE Arca Rule 13.1 
without any differences.\26\
---------------------------------------------------------------------------

    \26\ As discussed below, proposed Rule 10.9555 would govern 
suspensions, cancellations, bars, limitations and prohibitions on 
access to the Exchange's services for failure to meet the 
eligibility or qualification standards or prerequisites for access 
to services offered by the Exchange.
---------------------------------------------------------------------------

    Proposed Rule 3.11 (Fingerprint-Based Background Checks of Exchange 
Employees and Others) would establish the Exchange's requirements for 
fingerprint-based background checks of Exchange employees and others. 
The proposed rule is based on NYSE Arca Rule 3.11 with non-substantive 
differences to use the term ``will'' instead of ``shall'' and number 
the Commentary as ``.01'' instead of ``.10.''
Rule 5--Securities Traded and Rule 8--Trading of Certain Exchange 
Traded Products
    Rules 5 and 8 would set forth the Exchange's rules to: (1) Allow 
the Exchange to trade, pursuant to UTP, any NMS Stock listed on another 
national

[[Page 11105]]

securities exchange, and (2) establish rules for the trading pursuant 
to UTP of certain Exchange Traded Products. Since NYSE American was the 
most recent exchange in the NYSE Group to add rules for the trading 
pursuant to UTP of Exchange Traded Products, the Exchange proposes 
rules that are based on current NYSE American Rules 5E and 8E.\27\
---------------------------------------------------------------------------

    \27\ See NYSE American ETP Listing Rules Filing, supra note 7. 
The proposed rules are also based on NYSE Rules 5P and 8P. See NYSE 
ETP Listing Rules Filing, supra note 8. Both the NYSE American and 
NYSE rules are modeled on NYSE Arca Rules 5-E and 8-E.
---------------------------------------------------------------------------

    As noted above, because the Exchange will not be a listing venue, 
the Exchange proposes to include introductory language to both Rules 5 
and 8 that would provide that these rules would apply only to the 
trading pursuant to UTP of Exchange Traded Products, and would not 
apply to the listing of Exchange Traded Products on the Exchange. The 
Exchange is proposing this language to clarify that the rules 
incorporated in Rules 5 and 8 should not be interpreted to be either 
initial or continued listing requirements of the Exchange, but rather, 
requirements that pertain solely to the trading of Exchange Traded 
Products pursuant to UTP on the Pillar platform. Accordingly, 
references to securities listed on the Exchange in proposed Rule 5 and 
8 are not designed to be listing standards. Rather, similar to NYSE 
American Rules 5 and 8 and NYSE Rules 5P and 8P, proposed Rules 5 and 8 
are intended only to address trading of securities on a UTP basis. The 
Exchange therefore proposes rules that are virtually identical to 
established and approved rules of NYSE American and NYSE that are for 
the same purpose.
    To further clarify this point, proposed Rule 5.1(a)(1) would 
provide that the Exchange would not list any Exchange Traded Products 
unless it filed a proposed rule change under Section 19(b)(2) \28\ 
[sic] under the Act. Therefore, the provisions of proposed Rules 5 and 
8 described below, which permit the listing of Exchange Traded 
Products, would not be effective until the Exchange files a proposed 
rule change to amend its rules to comply with Rules 10A-3 and 10C-1 
under the Act and to incorporate qualitative listing criteria, and such 
proposed rule change is approved by the Commission. This change would 
require the Exchange to add rules relating to the independence of 
compensation committees and their advisors [sic].\29\
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78s(b)(2).
    \29\ On June 20, 2012, the Commission adopted Rule 10C-1 to 
implement Section 10C of the Act, as added by Section 952 of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. 
Rule 10C-1 under the Act directs each national securities exchange 
to prohibit the listing of any equity security of an issuer, with 
certain exceptions, that does not comply with the rule's 
requirements regarding compensation committees of listed issuers and 
related requirements regarding compensation advisers. See, CFR 
240.10C-1; Securities Act Release No. 9199, Securities Exchange Act 
Release No. 64149 (March 30, 2011), 76 FR 18966 (April 6, 2011) and 
Securities Exchange Act Release No. 67220 (June 20, 2012), 77 FR 
38422 (June 27, 2012).
---------------------------------------------------------------------------

    In addition, the Exchange proposes the following non-substantive 
differences in its proposed rules as compared to the NYSE American 
Rules 5E and 8E that would be applied throughout Rules 5 and 8 
(collectively, the ``General Definitional Term Changes''):
     Because the Exchange uses the term ``Commentary'' to refer 
to commentaries to its Rules, the Exchange proposes to substitute this 
term where ``Supplementary Material'' is used in the rules of NYSE 
American.
     Because the Exchange uses the defined term ``Exchange 
Act'' to refer to the Securities Exchange Act of 1934, as amended, the 
Exchange proposes to substitute this defined term where ``Securities 
Exchange Act of 1934,'' ``Securities Act of 1934,'' ``Securities 
Exchange Act,'' or ``1934 Act'' is used in the rules of NYSE American.
     Because the Exchange does not need to distinguish these 
proposed rules from other rules with the same numbering on the 
Exchange, the Exchange will not denote these proposed rules with the 
letter ``E'' at the end of each rule.
     Because the Exchange's rules regarding the production of 
books and records would be described in proposed Rule 11.4.1 \30\ the 
Exchange proposes to refer to Rule 11.4.1 wherever NYSE American Rule 
440-Equities is referenced in the rules of NYSE American.
---------------------------------------------------------------------------

    \30\ In addition to the existing obligations under the 
Exchange's rules regarding the production of books and records, 
proposed Rule 11.4.1 provides restrictions on ETP Holder activities 
pertaining to books and records.
---------------------------------------------------------------------------

     Because the Exchange proposes to define the term 
``Exchange Traded Product'' in Rule 1.1, described above, to use this 
term instead of ``Derivative Securities Product.''
    Because Rules 5 and 8 would address all rules relating to trading 
securities on a UTP basis, the Exchange proposes to delete the rules in 
Chapter XV in their entirety.
Rule 5--Securities Traded
    The Exchange proposes that Rule 5 would include rules based on NYSE 
American Rule 5E. Rule 5 would establish the Exchange's authority to 
extend UTP to all Tape A, B, and C securities. These proposed rules 
would also permit the Exchange to trade pursuant to UTP the following: 
ELNs, Investment Company Units, Index-Linked Exchangeable Notes, Equity 
Gold Shares, Equity Index Linked Securities, Commodity-Linked 
Securities, Currency-Linked Securities, Fixed Income Index-Linked 
Securities, Futures-Linked Securities, Multifactor Index-Linked 
Securities, and Trust Certificates.
Proposed Rule 5.1(a)
    Proposed Rule 5.1(a)(1) would provide that the Exchange may extend 
UTP to any security that is an NMS Stock (as defined in Rule 600 to 
Regulation NMS under the Exchange Act) that is listed on another 
national securities exchange or with respect to which UTP may otherwise 
be extended in accordance with Section 12(f) of the Exchange Act.\31\ 
This proposed text is identical to NYSE American Rule 5.1E(a), NYSE 
Rule 5.1(a), and Rules 14.1 of both Cboe BYX Exchange, Inc. and Cboe 
EDGA Exchange, Inc. (``EDGA''). The proposed rule is also substantially 
similar to NYSE Arca Rule 5.1-E(a).\32\
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78l(f). See also 17 CFR 242.600.
    \32\ See NYSE Arca Rule 5.1-E(a)(1) and Securities Exchange Act 
Release No. 67066 (May 29, 2012), 77 FR 33010 (June 4, 2012) (SR-
NYSEArca-2012-46). See also Cboe BZX Exchange, Inc. (``BZX'') Rule 
14.11 and Securities Exchange Act Release No. 58623 (September 23, 
2008), 73 FR 57169 (October 1, 2008) (SR-BATS-2008-004); Nasdaq PHLX 
LLC (``Phlx'') Rule 803(o) and Securities Exchange Act Release No. 
57806 (May 9, 2008), 73 FR 28541 (May 16, 2008) (SR-Phlx-2008-34); 
and Nasdaq ISE, LLC (``ISE'') Rule 2101 and Securities Exchange Act 
Release No. 57387 (February 27, 2008), 73 FR 11965 (March 5, 2008) 
(SR-ISE-2007-99).
---------------------------------------------------------------------------

    Proposed Rule 5.1(a)(2) would establish rules for trading of UTP 
Exchange Traded Products, which are defined in Rule 1.1 (described 
above). Specifically, the requirements in subparagraphs (A)-(F) of 
proposed Rule 5.1(a)(2) would apply to UTP Exchange Traded Products 
traded on the Exchange. Proposed Rule 5.1(a)(2) and its sub-paragraphs 
are based on NYSE American Rule 5.1E(a)(2) and its sub-paragraphs and 
NYSE Rule 5.1(a)(2) and its subparagraphs with a non-substantive 
difference to use the defined term of ``UTP Exchange Traded Product,'' 
which is defined in Rule 1.1.
    Under proposed Rule 5.1(a)(2)(A), the Exchange would file a Form 
19b-4(e) with the Commission with respect to each Exchange Traded 
Product \33\ the

[[Page 11106]]

Exchange trades pursuant to UTP within five days after commencement of 
trading.
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    \33\ Although Rule 19b-4(e) of the Act defines any type of 
option, warrant, hybrid securities product or any other security, 
other than a single equity option or a security futures product, 
whose value is based, in whole or in part, upon the performance of, 
or interest in, an underlying instrument, as a ``new derivative 
securities product,'' the Exchange prefers to refer to these types 
of products that it will be trading as ``exchange traded products,'' 
so as not to confuse investors with a term that can be deemed to 
imply such products are futures or options related.
---------------------------------------------------------------------------

    Proposed Rule 5.1(a)(2)(B) would provide that the Exchange would 
distribute an information circular prior to the commencement of trading 
in an Exchange Traded Product that generally would include the same 
information as the information circular provided by the listing 
exchange, including (a) the special risks of trading the Exchange 
Traded Product, (b) the Exchange's rules that will apply to the 
Exchange Traded Product, including Rules 8.4 and 8.5,\34\ and (c) 
information about the dissemination of value of the underlying assets 
or indices.
---------------------------------------------------------------------------

    \34\ See proposed Rules 8.4 (Account Approval) and 8.5 
(Suitability).
---------------------------------------------------------------------------

    Under proposed Rule 5.1(a)(2)(D), the Exchange would halt trading 
in a UTP Exchange Traded Product as provided for in proposed Rule 7.18. 
The Exchange proposes different rule text from NYSE American Rule 
5.1(a)(2)(D) to streamline its rules and eliminate duplication in 
requirements relating to the halting of trading of UTP Exchange Traded 
Products, which are addressed in proposed Rule 7.18, described below.
    Proposed Rule 5.1(a)(2)(F) provides that the Exchange's 
surveillance procedures for Exchange Traded Products traded on the 
Exchange pursuant to UTP would be similar to the procedures used for 
equity securities traded on the Exchange and would incorporate and rely 
upon existing Exchange surveillance systems.
    Proposed Rules 5.1(a)(2)(C) and (E) would establish the following 
requirements for ETP Holders that have customers that trade UTP 
Exchange Traded Products:
     Prospectus Delivery Requirements. Proposed Rule 
5.1(a)(2)(C)(i) would remind ETP Holders that they are subject to the 
prospectus delivery requirements under the Securities Act of 1933, as 
amended (the ``Securities Act''), unless the Exchange Traded Product is 
the subject of an order by the Commission exempting the product from 
certain prospectus delivery requirements under Section 24(d) of the 
Investment Company Act of 1940, as amended (the ``1940 Act''), and the 
product is not otherwise subject to prospectus delivery requirements 
under the Securities Act. ETP Holders would also be required to provide 
a prospectus to a customer requesting a prospectus.\35\
---------------------------------------------------------------------------

    \35\ Proposed Rule 5.1(a)(2)(C)(iii).
---------------------------------------------------------------------------

     Written Description of Terms and Conditions. Proposed Rule 
5.1(a)(2)(C)(ii) would require ETP Holders to provide a written 
description of the terms and characteristics of UTP Exchange Traded 
Products to purchasers of such securities, not later than the time of 
confirmation of the first transaction, and with any sales materials 
relating to UTP Exchange Traded Products.
     Market Maker Restrictions. Proposed Rule 5.1(a)(E) would 
establish certain restrictions for any ETP Holder registered as a 
market maker in an Exchange Traded Product listed on the exchange that 
derives its value from one or more currencies, commodities, or 
derivatives based on one or more currencies or commodities, or is based 
on a basket or index composed of currencies or commodities 
(collectively, ``Reference Assets''). Specifically, such an ETP Holder 
must file with the Exchange and keep current a list identifying all 
accounts for trading the underlying physical asset or commodity, 
related futures or options on futures, or any other related 
derivatives, which the ETP Holder acting as registered market maker may 
have or over which it may exercise investment discretion.\36\ If an 
account in which an ETP Holder acting as a registered market maker, 
directly or indirectly, controls trading activities, or has a direct 
interest in the profits or losses thereof, has not been reported to the 
Exchange as required by this Rule, an ETP Holder acting as registered 
market maker in the Exchange Traded Product would be [sic] permitted to 
trade in the underlying physical asset or commodity, related futures or 
options on futures, or any other related derivatives. Finally, a market 
maker could not use any material nonpublic information in connection 
with trading a related instrument.
---------------------------------------------------------------------------

    \36\ The proposed rule would also, more specifically, require a 
market maker to file with the Exchange and keep current a list 
identifying any accounts (``Related Instrument Trading Accounts'') 
for which related instruments are traded (1) in which the market 
maker holds an interest, (2) over which it has investment 
discretion, or (3) in which it shares in the profits and/or losses. 
In addition, a market maker would not be permitted to have an 
interest in, exercise investment discretion over, or share in the 
profits and/or losses of a Related Instrument Trading Account that 
has not been reported to the Exchange as required by the proposed 
rule.
---------------------------------------------------------------------------

Proposed Rule 5.1(b)
    As noted above, the terms ``Exchange Traded Product'' and ``UTP 
Exchange Traded Product'' would be defined in Rule 1.1. The Exchange 
proposes to set forth additional definitions that would be relevant to 
the rules for the trading pursuant to UTP of the Exchange Traded 
Products in proposed Rule 5.1(b). Proposed Rule 5.1(b) is based on NYSE 
American Rule 5.1E(b). To maintain consistency in rule references 
between the Exchange's proposed rules and NYSE American's rules, the 
Exchange proposes to Reserve the same subparagraphs in the definitions 
of proposed Rule 5.1(b) as those that are Reserved in the subparagraphs 
of NYSE American Rule 5.1E(b).\37\
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    \37\ The Exchange is proposing to designate paragraphs (b)(3), 
(b)(7), (b)(8), (b)(10), (b)(17) and (b)(19) of proposed Rule 5.1(b) 
as ``Reserved'' because they are Reserved in NYSE American Rule 
5.1E(b).
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(2)-(j)(7)
    The Exchange proposes to add Rules 5.2(j)(2)-(j)(7), which would be 
substantially identical to NYSE American Rules 5.2E(j)(2)-(j)(7) and 
substantially similar to NYSE Rules 5.2(j)(2)-(j)(7) and NYSE Arca 
Rules 5.2-E(j)(2)-(j)(7). These proposed rules would permit the 
Exchange to trade pursuant to UTP the following:
     ELNs that meet the rules for the trading pursuant to UTP 
that are contained in proposed Rule 5.2(j)(2);
     Investment Company Units that meet the rules for the 
trading pursuant to UTP that are contained in proposed Rule 5.2(j)(3);
     Index-Linked Exchangeable Notes that meet the rules for 
the trading pursuant to UTP that are contained in proposed Rule 
5.2(j)(4);
     Equity Gold Shares that meet the rules for the trading 
pursuant to UTP that are contained in proposed Rule 5.2(j)(5);
     Equity Index Linked Securities, Commodity-Linked 
Securities, Currency-Linked Securities, Fixed Income Index-Linked 
Securities, Futures-Linked Securities, and Multifactor Index-Linked 
Securities that meet the rules for the trading pursuant to UTP that are 
contained in proposed Rule 5.2(j)(6); and
     Trust Certificates that meet the rules for the trading 
pursuant to UTP that are contained in proposed Rule 5.2(j)(7).
    The text of these proposed rules is identical to NYSE American 
Rules 5.2E(j)(2)-5.2(j)(7), other than certain non-substantive and 
technical differences explained below.

[[Page 11107]]

    The Exchange proposes to Reserve paragraphs 5.2(a)-(i) \38\ and 
(j)(1),\39\ to maintain the same rule numbers as the NYSE American 
rules with which it conforms.
---------------------------------------------------------------------------

    \38\ NYSE American adopted rules for the trading pursuant to UTP 
of ETPs that are substantially identical to the rules of NYSE Arca. 
See NYSE American ETP Listing Rules Filing, supra note 7. In order 
to maintain the same rule numbers as NYSE Arca, NYSE American 
reserved paragraphs 5.2E(a)-(i) as these rules pertain to specific 
listing criteria for NYSE Arca and not trading ETPs pursuant to UTP, 
and NYSE American was not proposing similar rules at the time. 
Because the Exchange will not be a listing venue, the Exchange 
similarly proposes to designate these rules as ``Reserved.''
    NYSE Arca Rule 5.2-E(a) pertains to applications for admitting 
securities to list on NYSE Arca and NYSE Arca Rule 5.2-E(b) pertains 
to NYSE Arca's unique two-tier listing structure.
    NYSE Arca Rules 5.2-E(c)-(g) relate to listing standards for 
securities that are not ETPs, and NYSE American did not propose rule 
changes related to such securities.
    NYSE Arca Rule 5.2-E(h) pertains to Unit Investment Trusts 
(``UITs''). NYSE American trades UITs pursuant to UTP under proposed 
Rule 5.2(j)(3) (Investment Company Units) or proposed Rule 8.100 
(Portfolio Depository Receipts), and the Exchange is proposing the 
same.
    \39\ NYSE American added rules for the trading pursuant to UTP 
of ETPs that are substantially identical to the rules of NYSE Arca. 
See id. and NYSE American ETP Listing Rules Filing, supra note 7. In 
order to maintain the same rule numbers as NYSE Arca, NYSE American 
reserved paragraph 5.2E(j)(1) as NYSE Arca Rule 5.2-E(j)(1) pertains 
to ``Other Securities'' that are not otherwise covered by the 
requirements contained in the other listing rules of NYSE Arca. As 
NYSE American added only the rules that were necessary for the 
exchange to trade ETPs pursuant to UTP, NYSE American did not 
propose a rule comparable to NYSE Arca Rule 5.2-E(j)(1) at that 
time. The Exchange similarly does not propose rules comparable to 
that NYSE Arca rule.
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(2) (ELNs)
    The Exchange is proposing Rule 5.2(j)(2) to provide rules for the 
trading pursuant to UTP of ELNs, so that they may be traded on the 
Exchange pursuant to UTP. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 5.2E(j)(2).\40\
---------------------------------------------------------------------------

    \40\ See NYSE American Rule 5.2E(j)(2), which is based on NYSE 
Arca Rule 5.2-E(j)(2). See also NYSE American ETP Listing Rules 
Filing, supra note 7 and Securities Exchange Act Release Nos. 50319 
(September 7, 2004), 69 FR 55204 (September 13, 2004) (SR-PCX-2004-
75); 56924 (December 7, 2007), 72 FR 70918 (December 13, 2007) (SR-
NYSEArca-2007-98); 58745 (October 7, 2008), 73 FR 60745 (October 14, 
2008) (SR-NYSEArca-2008-94).
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(3) (Investment Company Units)
    The Exchange proposes Rule 5.2(j)(3) to establish rules for the 
trading pursuant to UTP of investment company units, so that they may 
be traded on the Exchange pursuant to UTP. Other than the General 
Definitional Term Changes described above, there are no differences 
between this proposed rule and NYSE American Rule 5.2E(j)(3).\41\
---------------------------------------------------------------------------

    \41\ See NYSE American Rule 5.2E(j)(3), which is based on NYSE 
Arca Rule 5.2-E(j)(3). See also NYSE American ETP Listing Rules 
Filing, supra note 7 and Securities Exchange Act Release Nos. 44551 
(July 12, 2001), 66 FR 37716 (July 19, 2001) (SR-PCX-2001-14) and 
40603 (November 3, 1998), 63 FR 59354 (November 3, 1998) (SR-PCX-98-
29).
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(4) (Index-Linked Exchangeable Notes)
    The Exchange proposes Rule 5.2(j)(4) to establish rules for the 
trading pursuant to UTP of index-linked exchangeable notes, so that 
they may be traded on the Exchange pursuant to UTP.
    In addition to the General Definitional Term Changes described 
above, the Exchange is proposing the following non-substantive 
differences between this proposed rule and NYSE American Rule 
5.2E(j)(4): \42\
---------------------------------------------------------------------------

    \42\ See NYSE American Rule 5.2E(j)(4), which is based on NYSE 
Arca Rule 5.2-E(j)(4). See also NYSE American ETP Listing Rules 
Filing, supra note 7 and Securities Exchange Act Release No. 49532 
(April 7, 2004), 69 FR 19593 (April 13, 2004) (SR-PCX-2004-01).
---------------------------------------------------------------------------

     To qualify for listing and trading under NYSE American 
Rule 5.2E(j)(4), an index-linked exchangeable note and its issuer must 
meet the criteria in NYSE Arca Rule 5.2-E(j)(1) (Other Securities), 
except that the minimum public distribution will be 150,000 notes with 
a minimum of 400 public note-holders, except, if traded in thousand 
dollar denominations then there is no minimum public distribution and 
number of holders.
    Because neither NYSE American nor the Exchange have and are not 
proposing a rule for ``Other Securities'' comparable to NYSE Arca Rule 
5.2-E(j)(1), the Exchange, like NYSE American, proposes to reference 
NYSE Arca Rule 5.2-E(j)(1) in subparagraphs (a) and (c) of proposed 
Rule 5.2(j)(4) in establishing the criteria that an issuer and issue 
must satisfy.\43\
---------------------------------------------------------------------------

    \43\ The Exchange will monitor for any changes to the rules of 
NYSE Arca, and will amend its rules accordingly to conform to the 
rules of NYSE Arca. The Exchange notes that it is proposing to 
cross-reference to the rules of an affiliate of the Exchange, which 
will facilitate monitoring for changes to such rules. The Exchange 
also notes that it is proposing to follow the established and 
approved rules of NYSE, which also reference the rules of NYSE Arca. 
See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

     To qualify for listing and trading under NYSE American 
Rule 5.2E(j)(4), an index to which an exchangeable note is linked and 
its underlying securities must meet (i) the procedures and criteria set 
forth in Supplementary Material .03 to NYSE American Rule 901C; \44\ or 
(ii) the criteria set forth in subsections (C) and (D) of NYSE American 
Rule 5.2E(j)(2), the index concentration limits set forth in 
Supplementary Material .03(a)(7) to NYSE American Rule 901C, and 
Supplementary Material .03(b)(iii) to NYSE American Rule 901C insofar 
as it relates to Supplementary Material .03(a)(7) to NYSE American Rule 
901C. Because the Exchange does not plan to trade options at this time 
and is not proposing rules for listing of index options contracts, the 
Exchange is proposing to refer to NYSE Arca Rule 5.13-O in proposed 
Rule 5.2(j)(4)(d)(i) and (ii), which has the same requirements as NYSE 
American Rule 901C. The Exchange would apply the criteria set forth in 
NYSE Arca Rule 5.13-O in determining whether an index underlying an 
index-linked exchangeable note satisfies the requirements of Rule 
5.2(j)(4)(d).\45\
---------------------------------------------------------------------------

    \44\ Supplementary Material .03 to NYSE American Rule 901C is 
substantially identical to NYSE Arca Rule 5.13-O (NYSE Arca Rule 
5.13-O is cross-referenced in NYSE Arca Rule 5.2-E(j)(4), on which 
NYSE American Rule 5.2E(j)(4) was originally based; see NYSE 
American ETP Listing Rules Filing, supra note 7, and sets forth 
criteria for narrow-based and micro narrow-based indexes on which an 
options contract may be listed without filing a proposed rule change 
under Section 19(b) of the Exchange Act.
    \45\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 5.13-O because 
the Exchange does not have options trading rules. In referencing such 
rules, the Exchange proposes to follow the established and approved 
rules of NYSE Rule 5.2(j)(4), which also references NYSE Arca Rule 
5.13-O.\46\
---------------------------------------------------------------------------

    \46\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(5) (Equity Gold Shares)
    The Exchange is proposing Rule 5.2(j)(5) to provide rules for the 
trading pursuant to UTP of equity gold shares, so that they may be 
traded on the Exchange pursuant to UTP. Other than the General 
Definitional Term Changes described above, there are no differences 
between this proposed rule and NYSE American Rule 5.2E(j)(5).\47\
---------------------------------------------------------------------------

    \47\ See NYSE American Rule 5.2E(j)(5), which is based on NYSE 
Arca Rule 5.2-E(j)(5). See also NYSE American ETP Listing Rules 
Filing, supra note 7 and Securities Exchange Act Release No. 51245 
(February 23, 2005), 70 FR 10731 (March 4, 2005) (SR-PCX-2004-117).
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(6) (Index-Linked Securities)
    The Exchange is proposing Rule 5.2(j)(6) to provide rules for the 
trading pursuant to UTP of equity index-linked securities, so that they 
may be traded on the Exchange pursuant to UTP.
    In addition to the General Definitional Term Changes described 
above, the

[[Page 11108]]

Exchange is proposing the following non-substantive changes between 
this proposed rule and NYSE American Rule 5.2E(j)(6): \48\
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    \48\ See NYSE American Rule 5.2E(j)(6), which is based on NYSE 
Arca Rule 5.2-E(j)(6). See also NYSE American ETP Listing Rules 
Filing, supra note 7 and Securities Exchange Act Release Nos. 54231 
(July 27, 2006), 71 FR 44339 (August 4, 2006) (SR-NYSEArca-2006-19); 
59332 (January 30, 2009), 74 FR 6338 (February 6, 2009) (SR-
NYSEArca&2008-136); and 52204 (August 3, 2005), 70 FR 46559 (August 
10, 2005) (SR-PCX-2005-63).
---------------------------------------------------------------------------

     To qualify for listing and trading under NYSE American 
Rule 5.2E(j)(6), both the issue and issuer of an index-linked security 
must meet the criteria in NYSE Arca Rule 5.2-E(j)(1) (Other 
Securities), with certain specified exceptions. Because neither NYSE 
American nor the Exchange have and are not proposing a rule for ``Other 
Securities'' comparable to NYSE Arca Rule 5.2-E(j)(1), the Exchange, 
like NYSE American, proposes to reference NYSE Arca Rule 5.1-E(j)(1) in 
proposed Rule 5.2(j)(6)(A)(a) establishing the criteria that an issue 
and issuer must satisfy.\49\
---------------------------------------------------------------------------

    \49\ See supra note 43.
---------------------------------------------------------------------------

     The listing standards for Equity Index-Linked Securities 
in NYSE American Rule 5.2E(j)(6) reference NYSE American Rule 915 in 
describing the criteria for securities that compose 90% of an index's 
numerical value and at least 80% of the total number of components.
    Because the Exchange does not plan to trade options at this time 
and is not proposing rules for establishing the criteria for underlying 
securities of put and call options contracts described in NYSE American 
Rule 915,\50\ the Exchange is proposing to refer to NYSE Arca Rule 5.3-
O in paragraph (B)(I)(1)(b)(iv) of proposed Rule 5.2(j)(6), to 
establish the initial listing criteria that an index must meet to trade 
pursuant to UTP. The Exchange would apply the criteria set forth in 
NYSE Arca Rule 5.3-O in determining whether an index's numerical value 
meets the then current criteria for standardized option trading.\51\
---------------------------------------------------------------------------

    \50\ NYSE American Rule 915 is substantially identical to NYSE 
Arca Rule 5.3-O (NYSE Arca Rule 5.3-O is cross-referenced in NYSE 
Arca Rule 5.2-E(j)(6), on which NYSE American Rule 5.2E(j)(6) was 
originally based; see NYSE American ETP Listing Rules Filing, supra 
note 7), and establishes the criteria for underlying securities of 
put and call option contracts listed on the exchange.
    \51\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 5.3-O because the 
Exchange does not have options trading rules. In referencing such 
rules, the Exchange proposes to follow the established and approved 
rules of NYSE Rule 5.2(j)(6), which also references NYSE Arca Rule 5.3-
O.\52\
---------------------------------------------------------------------------

    \52\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(7) (Trust Certificates)
    The Exchange is proposing Rule 5.2(j)(7) to provide rules for the 
trading pursuant to UTP of trust certificates, so that they may be 
traded on the Exchange pursuant to UTP. Other than the General 
Definitional Term Changes described above, there are no differences 
between this proposed rule and NYSE American Rule 5.2E(j)(7).\53\
---------------------------------------------------------------------------

    \53\ See NYSE American Rule 5.2E(j)(7), which is based on NYSE 
Arca Rule 5.2-E(j)(7). See also NYSE American ETP Listing Rules 
Filing, supra note 7 and Securities Exchange Act Release Nos. 59051 
(December 4, 2008), 73 FR 75155 (December 10, 2008) (SR-NYSEArca-
2008-123) and 58920 (November 7, 2008), 73 FR 68479 (November 18, 
2008) (SR-NYSEArca-2008-123).
---------------------------------------------------------------------------

Rule 8--Trading of Certain Exchange Traded Products
    The Exchange proposes that the rules set forth in Rule 8 would be 
based on Sections 1 and 2 of NYSE American Rule 8E, NYSE Rule 8P, and 
NYSE Arca Rule 8-E. These proposed rules would permit the Exchange to 
trade pursuant to UTP the following: Currency and Index Warrants, 
Portfolio Depositary Receipts, Trust Issued Receipts, Commodity-Based 
Trust Shares, Currency Trust Shares, Commodity Index Trust Shares, 
Commodity Futures Trust Shares, Partnership Units, Paired Trust Shares, 
Trust Units, Managed Fund Shares, and Managed Trust Securities.\54\
---------------------------------------------------------------------------

    \54\ The Exchange is only proposing listing and trading rules 
necessary to trade ETPs pursuant to UTP. Accordingly, the Exchange, 
like NYSE American and NYSE LLC, is not proposing a rule comparable 
to NYSE Arca Rule 8.100-E(g).
---------------------------------------------------------------------------

    The Exchange proposes to designate Rule 8.100(g) as Reserved to 
maintain the same rule numbers as the NYSE American rules with which it 
conforms.
    The text of proposed Rule 8 is based on Sections 1 and 2 of NYSE 
American Rule 8E, with only specified non-substantive and technical 
differences explained below and the General Definitional Term Changes 
described above. In addition, as described above, proposed Rule 8 would 
apply only to the trading pursuant to UTP of Exchange Traded Products 
on the Exchange would not apply to the listing of Exchange Traded 
Products on the Exchange.
Proposed Rules 8.1-8.13--Currency and Index Warrants
    The Exchange is proposing Rules 8.1-8.13 to provide rules for the 
trading pursuant to UTP (including sales-practice rules such as those 
relating to suitability and supervision of accounts) of currency and 
index warrants.\55\ Proposed Rules 8.1-8.13 are based on NYSE American 
rules 8.1E-8.13E. The Exchange is proposing the following non-
substantive differences between these proposed rules and NYSE American 
Rules 8.1E-8.13E (Currency and Index Warrants):
---------------------------------------------------------------------------

    \55\ NYSE American Rules 8.1E-8.13E, which are based on NYSE 
Arca Rules 8.1-E-8.13-E, all pertain to the listing and trading 
requirements (including sales-practice rules such as those relating 
to suitability and supervision of accounts) for Currency and Index 
Warrants. See Section 1 of NYSE American Rule 8E; see also NYSE 
American ETP Listing Rules Filing, supra note 7 and Securities 
Exchange Act Release Nos. 44983 (October 25, 2001), 66 FR 55225 
(November 1, 2001) (SR-PCX-00-25) and 59886 (May 7, 2009), 74 FR 
22779 (May 14, 2009) (SR-NYSEArca-2009-39).
---------------------------------------------------------------------------

Proposed Rule 8.1 (General)
    Other than the General Definitional Term Changes described above, 
there are no differences between this proposed rule and NYSE American 
Rule 8.1E.
Proposed Rule 8.2 (Definitions)
    Other than the General Definitional Term Changes described above, 
there are no differences between this proposed rule and NYSE American 
Rule 8.2E.
Proposed Rule 8.3 (Listing of Currency and Index Warrants)
    Other than with respect to the General Definitional Term Changes 
described above, there are no differences between this proposed rule 
and NYSE American Rule 8.3E.
Proposed Rule 8.4 (Account Approval)
    The account approval rules of NYSE American Rule 8.4E reference 
NYSE American Rule 921 \56\ in describing the criteria that must be met 
for opening up a customer account for options trading. Because the 
Exchange does not plan to trade options at this time and is not 
proposing to add rules that pertain to the opening of accounts that are 
approved for options trading, the Exchange proposes to require an ETP 
Holder to ensure its account is approved for options trading pursuant 
to NYSE Arca Rule 9.18-E(b).\57\
---------------------------------------------------------------------------

    \56\ NYSE American Rule 921 is substantially similar to NYSE 
Arca Rule 9.18-E(b) (NYSE Arca Rule 9.18-E(b) is cross-referenced in 
NYSE Arca Rule 8.4-E, on which NYSE American Rule 8.4E was 
originally based; see NYSE American ETP Listing Rules Filing, supra 
note 7), and establishes criteria that must be met to open up a 
customer account for options trading.
    \57\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(b) because 
the Exchange does not have options trading

[[Page 11109]]

rules. In referencing such rule, the Exchange proposes to follow the 
established and approved rules of NYSE Rule 8.4 and NYSE Arca Rule 8.4-
E, which also reference NYSE Arca Rule 9.18-E(b).\58\
---------------------------------------------------------------------------

    \58\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 8.5 (Suitability)
    The account suitability rules of NYSE American Rule 8.5E reference 
NYSE American Rule 923 \59\ in describing rules that apply to 
recommendations made in stock index, currency index and currency 
warrants. Because the Exchange does not plan to trade options at this 
time and is not proposing to add rules that pertain to account 
suitability for options trading described in NYSE American Rule 923, 
the Exchange proposes to cross-reference NYSE Arca Rule 9.18-E(c) in 
proposed Rule 8.5. The Exchange would apply the criteria set forth in 
NYSE Arca Rule 9.18-E(c) in determining account suitability.\60\
---------------------------------------------------------------------------

    \59\ Rule 923 is substantially similar to NYSE Arca Rule 9.18-
E(c) (NYSE Arca Rule 9.18-E(c) is cross-referenced in NYSE Arca Rule 
8.5-E, on which NYSE American Rule 8.5E was originally based; see 
NYSE American ETP Listing Rules Filing, supra note 7), and 
establishes suitability rules that pertain to recommendations in 
stock index, currency index and currency warrants.
    \60\ See supra note 42 [sic].
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(c) because 
the Exchange does not have options trading rules. In referencing such 
rule, the Exchange proposes to follow the established and approved 
rules of NYSE Rule 8.5 and NYSE Arca Rule 8.5-E, which also reference 
NYSE Arca Rule 9.18-E(c).\61\
---------------------------------------------------------------------------

    \61\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 8.6 (Discretionary Accounts)
    The rules of NYSE American Rule 8.6E state that NYSE American Rule 
408-Equities \62\ will not apply to customer accounts insofar as they 
may relate to discretion to trade in stock index, currency index and 
currency warrants, and that NYSE American Rule 924 \63\ will apply to 
such discretionary accounts instead. Because the Exchange does not plan 
to trade options at this time and is not proposing a rule specific to 
the Exchange's discretionary accounts for equity trading as described 
in NYSE American Rule 408-Equitites, nor a rule that pertains to 
exercising discretion for options trading described in NYSE American 
Rule 924, the Exchange proposes to cross-reference to NYSE Arca Rule 
9.18-E(e) in proposed Rule 8.6. The Exchange would apply the criteria 
set forth in this rule in determining whether an ETP Holder 
appropriately exercised discretion.\64\
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    \62\ NYSE American Rule 408-Equities is substantially similar to 
NYSE Arca Rule 9.6-E(a) (NYSE Arca Rule 9.6-E(a) is cross-referenced 
in NYSE Arca Rule 8.6-E, on which NYSE American Rule 8.6E was 
originally based; see NYSE American ETP Listing Rules Filing, supra 
note 7), and pertains to the rules of the exchange with regard to 
discretionary power in customer accounts for equity trading.
    \63\ NYSE American Rule 924 is substantially similar to NYSE 
Arca Rule 9.18-E(e) (NYSE Arca Rule 9.18-E(e) is cross-referenced in 
NYSE Arca Rule 8.6-E, on which NYSE American Rule 8.6E was 
originally based; see NYSE American ETP Listing Rules Filing, supra 
note 7), and establishes rules pertaining to discretion as to 
customer accounts for options trading.
    \64\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(e) because 
the Exchange does not have options trading rules. In referencing such 
rule, the Exchange proposes to follow the established and approved 
rules of NYSE Rule 8.6 and NYSE Arca Rule 8.6-E, which also reference 
NYSE Arca Rule 9.18-E(e).\65\
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    \65\ See NYSE ETP Listing Rules Filing, supra note 8.
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Proposed Rule 8.7 (Supervision of Accounts)
    The account supervision rules of NYSE American Rule 8.7E reference 
NYSE American Rule 922 \66\ in describing rules that apply to the 
supervision of customer accounts in which transactions in stock index, 
currency index or currency warrants are effected. Because the Exchange 
does not plan to trade options at this time and is not proposing to add 
rules that pertain to the supervision of customer accounts for options 
trading described in NYSE American Rule 922, the Exchange proposes to 
cross-reference to NYSE Arca Rule 9.18-E(d) in proposed Rule 8.7. The 
Exchange would apply the criteria set forth in NYSE Arca Rule 9.18-
E(d)in supervising such accounts.\67\
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    \66\ NYSE American Rule 922 is substantially similar to NYSE 
Arca Rule 9.18-E(d) (NYSE Arca Rule 9.18-E(d) is cross-referenced in 
NYSE Arca Rule 8.7-E, on which NYSE American Rule 8.7E was 
originally based; see NYSE American ETP Listing Rules Filing, supra 
note 7), and establishes account supervision rules that apply to the 
supervision of customer accounts in which transactions in stock 
index, currency index and currency warrants are effected.
    \67\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(d) because 
the Exchange does not have options trading rules. In referencing such 
rule, the Exchange proposes to follow the established and approved 
rules of NYSE Rule 8.7 and NYSE Arca Rule 8.7-E, which also reference 
NYSE Arca Rule 9.18-E(d).\68\
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    \68\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 8.8 (Customer Complaints)
    The customer complaint rules of NYSE American Rule 8.8E reference 
NYSE American Rule 932 \69\ in describing rules that apply to customer 
complaints received regarding stock index, currency index or currency 
warrants. Because the Exchange does not plan to trade options at this 
time and is not proposing to add rules for doing a public business in 
options as described in NYSE American Rule 932, the Exchange proposes 
to cross-reference to NYSE Arca Rule 9.18-E(l) in proposed Rule 8.8. 
The Exchange would apply the criteria set forth in NYSE Arca Rule 9.18-
E(l) to customer complaints.\70\
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    \69\ NYSE American Rule 932 is substantially similar to NYSE 
Arca Rule 9.18-E(l) (NYSE Arca Rule 9.18-E(l) is cross-referenced in 
NYSE Arca Rule 8.8-E, on which NYSE American Rule 8.8E was 
originally based; see NYSE American ETP Listing Rules Filing, supra 
note 7), and establishes rules that apply to customer complaints 
received regarding stock index, currency index or currency warrants.
    \70\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(l) because 
the Exchange does not have options trading rules. In referencing such 
rule, the Exchange proposes to follow the established and approved 
rules of NYSE Rule 8.8 and NYSE Arca Rule 8.8-E, which also reference 
NYSE Arca Rule 9.18-E(l).\71\
---------------------------------------------------------------------------

    \71\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 8.9 (Prior Approval of Certain Communications to 
Customers)
    The rules pertaining to communications to customers regarding stock 
index, currency index and currency warrants described in NYSE American 
8.9E reference NYSE American Rule 991.\72\ Because the Exchange does 
not plan to trade options at this time and is not proposing to add 
rules for advertisements, market letters and sales literature relating 
to options as described in NYSE American Rule 991, the Exchange 
proposes to cross-reference to the Commentaries to NYSE Arca Rule 9.28-
E in proposed Rule 8.9. The Exchange would apply the criteria set forth 
in the Commentaries to NYSE

[[Page 11110]]

Arca Rule 9.28-E to prior approvals of such communications to 
customers.\73\
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    \72\ NYSE American Rule 991 is substantially similar to NYSE 
Arca Rule 9.28-E (NYSE Arca Rule 9.28-E is cross-referenced in NYSE 
Arca Rule 8.9-E, on which NYSE American Rule 8.9E was originally 
based; see NYSE American ETP Listing Rules Filing, supra note 7), 
and establishes rules regarding advertisements, sales literature and 
educational material issued to any customer or member of the public 
pertaining to stock index, currency index or currency warrants.
    \73\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference to the Commentaries to NYSE Arca 
Rule 9.28-E because the Exchange does not have options trading rules. 
In referencing such rules, the Exchange proposes to follow the 
established and approved rules of NYSE Rule 8.9 and NYSE Arca Rule 8.9-
E, which also reference Commentaries to NYSE Arca Rule 9.28-E.\74\
---------------------------------------------------------------------------

    \74\ See NYSE ETP Listing Rules Filing, supra note 8.
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Proposed Rule 8.10 (Position Limits)
    Other than the General Definitional Term Changes described above, 
there are no differences between this proposed rule and NYSE American 
Rule 8.10E.
Proposed Rule 8.11 (Exercise Limits)
    Other than the General Definitional Term Changes described above, 
there are no differences between this proposed rule and NYSE American 
Rule 8.11E.
Proposed Rule 8.12 (Trading Halts or Suspensions)
    Other than the General Definitional Term Changes described above, 
there are no differences between this proposed rule and NYSE American 
Rule 8.12E.
Proposed Rule 8.13 (Reporting of Warrant Positions)
    Other than the General Definitional Term Changes described above, 
there are no differences between this proposed rule and NYSE American 
Rule 8.13E.
Proposed Rules 8.100--8.700
    The Exchange is proposing:
     Rule 8.100 to provide rules for the trading pursuant to 
UTP of portfolio depositary receipts. Other than the General 
Definitional Term Changes described above, there are no differences 
between this proposed rule and NYSE American Rule 8.100E.\75\
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    \75\ See NYSE American Rule 8.100E, which is based on NYSE Arca 
Rule 8.100-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 39461 (December 17, 
1997), 62 FR 67674 (December 29, 1997) (SR-PCX-97-35); 39188 
(October 2, 1997), 62 FR 53373 (October 14, 1997) (SR-PCX-97-35); 
and 44551 (July 12, 2001), 66 FR 37716 (July 19, 2001) (SR-PCX-2001-
14).
---------------------------------------------------------------------------

     Rule 8.200 to provide rules for the trading pursuant to 
UTP of trust issued receipts. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 8.200E.\76\
---------------------------------------------------------------------------

    \76\ See NYSE American Rule 8.200E, which is based on NYSE Arca 
Rule 8.200-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 58162 (July 15, 
2008), 73 FR 42391 (July 21, 2008) (SR-NYSEArca-2008-73) and 44182 
(April 16, 2001), 66 FR 21798 (April 16, 2001) (SR-PCX-2001-01).
---------------------------------------------------------------------------

     Rule 8.201 to provide rules for the trading pursuant to 
UTP of commodity-based trust shares. Other than the General 
Definitional Term Changes described above, there are no differences 
between this proposed rule and NYSE American Rule 8.201E.\77\
---------------------------------------------------------------------------

    \77\ See NYSE American Rule 8.201E, which is based on NYSE Arca 
Rule 8.201-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release No. 51067 (January 21, 
2005), 70 FR 3952 (January 27, 2005) (SR-PCX-2004-132).
---------------------------------------------------------------------------

     Rule 8.202 to provide rules for the trading pursuant to 
UTP of currency trust shares. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 8.202E.\78\
---------------------------------------------------------------------------

    \78\ See NYSE American Rule 8.202E, which is based on NYSE Arca 
Rule 8.202-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 60065 (June 8, 
2009), 74 FR 28310 (June 15, 2009) (SR-NYSEArca-2009-47) and 53253 
(February 8, 2006), 71 FR 8029 (February 15, 2006) (SR-PCX-2005-
123).
---------------------------------------------------------------------------

     Rule 8.203 to provide rules for the trading pursuant to 
UTP of commodity index trust shares. Other than the General 
Definitional Term Changes described above, there are no differences 
between this proposed rule and NYSE American Rule 8.203E.\79\
---------------------------------------------------------------------------

    \79\ See NYSE American Rule 8.203E, which is based on NYSE Arca 
Rule 8.203-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release No. 54025 (June 21, 
2006), 71 FR 36856 (June 28, 2006) (SR-NYSEArca-2006-12).
---------------------------------------------------------------------------

     Rule 8.204 to provide rules for the trading pursuant to 
UTP of commodity futures trust shares, so that they may be traded on 
the Exchange pursuant to UTP. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 8.204E.\80\
---------------------------------------------------------------------------

    \80\ See NYSE American Rule 8.204E, which is based on NYSE Arca 
Rule 8.204-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 57838 (May 20, 
2008), 73 FR 30649 (May 28, 2008) (SR-NYSEArca-2008-09) and 57636 
(April 8, 2008), 73 FR 20344 (April 15, 2008) (SR-NYSEArca-2008-09).
---------------------------------------------------------------------------

     Rule 8.300 to provide rules for the trading pursuant to 
UTP of partnership units. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 8.300E-Equities.\81\
---------------------------------------------------------------------------

    \81\ See NYSE American Rule 8.300E, which is based on NYSE Arca 
Rule 8.300-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release No. 53875 (May 25, 2006), 
71 FR 32164 (January 2, 2006) (SR-NYSEArca-2006-11).
---------------------------------------------------------------------------

     Rule 8.400 to provide rules for the trading pursuant to 
UTP of paired trust shares. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 8.400E.\82\
---------------------------------------------------------------------------

    \82\ See NYSE American Rule 8.400E, which is based on NYSE Arca 
Rule 8.400-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 55033 (December 29, 
2006), 72 FR 1253 (January 10, 2007) (SR-NYSEArca-2006-75) and 58312 
(August 5, 2008), 73 FR 46689 (August 11, 2008) (SR-NYSEArca-2008-
63).
---------------------------------------------------------------------------

     Rule 8.500 to provide rules for the trading pursuant to 
UTP of trust units. Other than the General Definitional Term Changes 
described above, there are no differences between this proposed rule 
and NYSE American Rule 8.500E.\83\
---------------------------------------------------------------------------

    \83\ See NYSE American Rule 8.500E, which is based on NYSE Arca 
Rule 8.500-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 57059 (December 28, 
2007), 73 FR 909 (January 4, 2008) (SR-NYSEArca-2006-76) and 63129 
(October 19, 2010), 75 FR 65539 (October 25, 2010) (SR-NYSEArca-
2010-91).
---------------------------------------------------------------------------

     Rule 8.600 to provide rules for the trading pursuant to 
UTP of managed fund shares. Other than the General Definitional Term 
Changes described above, there are no differences between this proposed 
rule and NYSE American Rule 8.600E.\84\
---------------------------------------------------------------------------

    \84\ See, NYSE American Rule 8.600E, which is based on NYSE Arca 
Rule 8.600-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 57395 (February 28, 
2008), 73 FR 11974 (March 5, 2008) (SR-NYSEArca-2008-25) and 57619 
(April 4, 2008), 73 FR 19544 (April 10, 2008) (SR-NYSEArca-2008-25).
---------------------------------------------------------------------------

     Rule 8.700 to provide rules for the trading pursuant to 
UTP of managed trust securities. Other than the General Definitional 
Term Changes described above, there are no differences between this 
proposed rule and NYSE American Rule 8.700E.\85\
---------------------------------------------------------------------------

    \85\ See, NYSE American Rule 8.700E, which is based on NYSE Arca 
Rule 8.700-E. See also NYSE American ETP Listing Rules Filing, supra 
note 7 and Securities Exchange Act Release Nos. 60064 (June 8, 
2009), 74 FR 28315 (June 15, 2009) (SR-NYSEArca-2009-30) and 59835 
(April 28, 2009), 74 FR 21041 (May 6, 2009) (SR-NYSEArca-2009-30).
---------------------------------------------------------------------------

Rule 6--Consolidated Audit Trail and Order Audit Trail System
Proposed Rule 6.6800 Series (Compliance Rules)
    As noted above, the Exchange proposes to renumber its existing

[[Page 11111]]

Compliance Rules relating to the CAT NMS Plan under Rule 6 without any 
substantive changes. The Compliance Rules require Industry Members to 
comply with the provisions of the CAT NMS Plan.\86\ The Compliance Rule 
includes twelve rules covering the following areas: (1) Definitions; 
(2) clock synchronization; (3) Industry Member Data reporting; (4) 
Customer information reporting; (5) Industry Member information 
reporting; (6) time stamps; (7) clock synchronization rule violations; 
(8) connectivity and data transmission; (9) development and testing; 
(10) recordkeeping; (11) timely, accurate and complete data; and (12) 
compliance dates.
---------------------------------------------------------------------------

    \86\ Unless otherwise specified, capitalized terms used are 
defined as set forth herein, the CAT Compliance Rule Series or in 
the CAT NMS Plan.
---------------------------------------------------------------------------

    In moving the Compliance Rules to Rule 6, the Exchange proposes to 
renumber Rules 14.1 through 14.12 as proposed Rules 6.6800 through 
6.6895, which is based in part on the NYSE Arca rule numbering for its 
Compliance Rules, but not make any substantive changes to those rules. 
The Exchange proposes non-substantive differences to the Compliance 
Rules to use a different sub-paragraph numbering format.\87\ The 
proposed sub-numbering for the Compliance Rules (i.e., 6800-6895) 
mirrors the rule-numbering framework for the CAT NMS Plan Compliance 
Rules on FINRA, NYSE, and NYSE American and includes a sub-section rule 
heading of ``Rule 6.6800 Consolidated Audit Trail Compliance Rule.''
---------------------------------------------------------------------------

    \87\ Current Exchange rules use an ``(a)(i)(A)(1)'' sub-
paragraph numbering convention and the Exchange proposes to use an 
``(a)(1)(A)(i)'' sub-paragraph numbering convention.
---------------------------------------------------------------------------

Proposed Rule 6.6900 (Consolidated Audit Trail--Fee Dispute Resolution)
    The Exchange proposes Rule 6.6900 to establish the procedures for 
resolving potential disputes related to CAT Fees charged to Industry 
Members. Section 11.5 of the CAT NMS Plan requires participants to that 
plan to adopt rules requiring that disputes with respect to fees 
charged to Industry Members pursuant to the CAT NMS Plan be determined 
by the Operating Committee or Subcommittee. Section 11.5 of the CAT NMS 
Plan also states that decisions by the Operating Committee or 
Subcommittee on such matters will be binding on Industry Members, 
without prejudice to the right of any Industry Member to seek redress 
from the SEC pursuant to SEC Rule 608 or in any other appropriate 
forum. The Commission has approved industry-wide rules that set forth 
such fee dispute procedures.\88\ At the time when CAT NMS Plan 
Participants adopted the Fee Dispute Rule, the Exchange had ceased 
operations and therefore did not adopt the rule.
---------------------------------------------------------------------------

    \88\ See Securities Exchange Act Release No. 81500 (August 30, 
2017), 82 FR 42143 (September 6, 2017) (SR-BatsBYX-2017-13; SR-
BatsBZX-2017-39; SR-BatsEDGA-2017-14; SR-BatsEDGX-2017-24; SR-BOX-
2017-19; SR-CBOE-2017-043; SR-IEX-2017-21; SR-ISE-2017-52; SR-MRX-
2017-08; SR-MIAX-2017-24; SR-NASDAQ-2017-059; SR-BX-2017-029; SR-
GEMX-2017-059; SR-PHLX-2017-47; SR-NYSE-2017-24; SR-NYSEArca-2017-
60; SR-NYSEMKT-2017-31) (Order Approving Proposed Rule Changes to 
Adopt a CAT Fee Dispute Resolution Process) (``Fee Dispute Approval 
Order'').
---------------------------------------------------------------------------

    Proposed Rule 6.6900 would set forth the Exchange's proposed 
procedures to resolve disputes initiated by an Industry Member with 
respect to CAT fees and is based on NYSE Arca Rule 11.6900 
specifically, and the rules of other exchanges generally, without any 
substantive differences.\89\ Proposed Rule 6.6900(a) would set forth 
definitions used for purposes of the rule and proposed Rule 6.6900(b) 
would set forth the ``Fee Dispute Resolution Procedures under the CAT 
NMS Plan.'' The proposed sub-numbering for the CAT NMS Plan Fee Dispute 
Rule (i.e., 6900) mirrors the rule-numbering framework for the CAT NMS 
Plan Fee Dispute Rule on FINRA, NYSE, and NYSE American.
---------------------------------------------------------------------------

    \89\ The Exchange will file a separate proposed rule change for 
Consolidated Audit Trail Funding Fees on the Exchange's Fee 
Schedule.
---------------------------------------------------------------------------

Proposed Rule 6.7400 (Order Audit Trail System)
    The Exchange proposes OATS rules based on NYSE Arca Rules 6.7400-E 
Series, which in turn are based on the FINRA Rules 7400 Series. The 
proposed NYSE National Rule 6.7400 Series would consist of proposed 
Rules 6.7410 through 6.7470, which are based on NYSE Arca Rules 6.7410-
E through 6.7470-E without any substantive differences. The Exchange 
proposes non-substantive differences throughout the Rule 6.7400 Series 
to refer to the Exchange instead of NYSE Arca and to use the defined 
term ``Associated Person.''
     Proposed Rule 6.7140 (Definitions) would set forth 
definitions used for purposes of the Rule 6.7400 Series and is based on 
NYSE Arca Rule 6.7410-E without any substantive differences.
     Proposed Rule 6.7420 (Applicability) would specify that 
the requirements of the Rule 6.7400 Series are applicable to all ETP 
Holders and their associated persons and to all NMS Stocks that trade 
on the Exchange, and is based on NYSE Arca Rule 6.720-E without any 
differences.
     Proposed Rule 6.7430 (Synchronization of ETP Holder 
Business Clocks) would require ETP Holders to synchronize business 
clocks used for purposes of recording the date and time of specified 
events, and is based on NYSE Arca Rule 6.7430 without any differences.
     Proposed Rule 6.7440 (Recording of Order Information) 
would require ETP Holders to comply with FINRA Rule 7440 as if such 
rule were part of the Exchange's rules and is based on NYSE Arca Rule 
6.7440-E without any substantive differences.
     Proposed Rule 6.7450 (Order Data Transmission 
Requirements) would require ETP Holders to comply with FINRA Rule 7450 
as if such rule were part of the Exchange's rules and is based on NYSE 
Arca Rule 6.7450-E without any substantive differences.
     Proposed Rule 6.7460 (Violation of Order Audit Trail 
System Rules) would provide that failure of an ETP Holder or associated 
person to comply with the requirements of proposed Rules 6.7410 through 
6.7460 may be considered conduct that is inconsistent with high 
standards of commercial honor and just and equitable principles of 
trade. This proposed rule is based on NYSE Arca Rule 6.7460-E with a 
non-substantive difference to cross reference proposed Rule 11.3.1 
instead of NYSE Arca Rule 9.2010.
     Proposed Rule 6.7470 (Exemption to the Order Recording and 
Data Transmission Requirements) would provide for how an ETP Holder may 
apply for an exemption from the Rule 6.7400 Series and is based on NYSE 
Arca Rule 6.7470-E without any differences.
    At the time the Exchange ceased operations, it did not require its 
ETP Holders to maintain order information pursuant to an order tracking 
system and therefore, did not have the OATS rules or similar rules in 
its rulebook. The Exchange does not believe that requiring Exchange ETP 
Holders to comply with the OATS requirements in connection with the re-
launch of trading will impose an undue burden on such ETP Holders or 
its associated persons. Once the Exchange restarts operation, ETP 
Holders that are also FINRA members (``Dual Members'') would already be 
subject to FINRA's OATS requirements. Similarly, because NYSE Arca, 
NYSE, and NYSE American each also have rules based on the FINRA OATS 
requirements, Exchange ETP Holders that are not members of FINRA, but 
are members of NYSE Arca, NYSE, or NYSE American, will already be

[[Page 11112]]

subject to such OATS requirements.\90\ To the extent an Exchange ETP 
Holder is not also a member of FINRA, one of the Exchange's affiliated 
exchanges, or Nasdaq (which also requires compliance with FINRA OATS 
requirements), the Exchange believes that the OATS requirements for 
non-FINRA members are not onerous, as order information pursuant to 
those rules need only be submitted upon request.\91\
---------------------------------------------------------------------------

    \90\ The Exchange's affiliates, NYSE, NYSE Arca, and NYSE 
American, all have substantially similar requirements and the 
proposed rules are similar to the rules adopted by the Exchange's 
affiliates. See NYSE Rules 7410 through 7470; NYSE Arca Rule 6.7410-
E through 6.7470-E.; and NYSE American Rule 7410--Equities through 
7470--Equities. See also Nasdaq Rule 7400A Series.
    \91\ See proposed Rule 6.7450-E(b). The Exchange is aware of 
only one former Exchange ETP Holder that is not also a member of 
FINRA, NYSE Arca, NYSE American, NYSE, or Nasdaq.
---------------------------------------------------------------------------

    The Exchange believes that requiring its members to comply with the 
OATS rules will further promote cross-market surveillance and enhance 
FINRA's ability to conduct surveillance and investigations for the 
Exchange under a Regulatory Services Agreement. The proposed sub-
numbering of the OATS Rules (i.e., 7410-7470) mirrors the rule numbers 
for the OATS rules on FINRA, NYSE, and NYSE American.
    Because Rule 6 would include the Compliance Rules, the Fee Dispute 
Rule, and the OATS rules, the Exchange proposes to delete the word 
``System'' from the title of Rule 6. The Exchange further proposes to 
delete the rules in Chapter XIV in their entirety.
Rule 7--Equities Trading
    As noted above, the Exchange proposes trading rules based on the 
cash equities rules of NYSE Arca and, in some cases specified below, 
NYSE American. Accordingly, Proposed Rule 7 would include rules based 
on NYSE Arca Rule 7-E or NYSE American 7E, or both, including general 
provisions relating to trading, market makers, trading on the Exchange, 
operation of the routing broker, and the Plan to Implement a Tick Size 
Pilot Program. Proposed Rule 7 would therefore specify all aspects of 
trading on the Exchange, including the orders and modifiers that would 
be available and how orders would be ranked, displayed, and executed. 
Similar to NYSE American, the Exchange proposes the following non-
substantive differences throughout Rule 7:
     To use the term ``Exchange'' instead of ``NYSE Arca 
Marketplace;''
     to use the term ``Exchange Act,'' which is a proposed 
defined term;
     to use the term ``Exchange Book'' instead of ``NYSE Arca 
Book;''
     to use the term ``will'' instead of ``shall;''
     to use the term ``ETP Holders'' instead of ``Users;'' and
     to use the capitalized term ``Associated Person.''
    In addition, because the Exchange will be using Pillar phase II 
protocols, the Exchange will not include rule text based on NYSE Arca's 
order behavior using Pillar phase I protocols, as described in NYSE 
Arca Rules 7.11-E, 7.31-E, and 7.34-E.
    Section 1 of Rule 7 would specify the General Provisions relating 
to trading on the Pillar trading platform. The Exchange proposes the 
following rules:
     Proposed Rule 7.1 (Hours of Business) would specify that 
the Exchange would be open for the transaction of business on every 
business day. The proposed rule also sets forth when the President may 
take specified actions, such as halting or suspending trading in some 
or all securities on the Exchange. The proposed rule is based on NYSE 
Arca Rule 7.1-E and NYSE American Rule 7.1E without any differences.
     Proposed Rule 7.2 (Holidays) would establish the holidays 
when the Exchange would not be open for business. The proposed rule is 
based on NYSE American Rule 7.2E (which has updated rule text as 
compared to NYSE Arca Rule 7.2-E regarding when that exchange would be 
open for business if a holiday falls on a Sunday) without any 
differences.
     Proposed Rule 7.3 (Commissions) would establish that ETP 
Holders may not charge fixed commissions and must indicate whether 
acting as a broker or as principal. The proposed rule is based on NYSE 
Arca Rule 7.3-E and NYSE American Rule 7.3E with a non-substantive 
difference to reference ``Associated Persons,'' which is a defined term 
on the Exchange, instead of the phrase ``Allied Persons, partners, 
approved persons or stockholder associates'' in paragraph (c) of 
proposed Rule 7.3.
     Proposed Rule 7.4 (Ex-Dividend or Ex-Right Dates) would 
establish the ex-dividend and ex-rights dates for stocks traded regular 
way. The proposed rule is based on NYSE Arca Rule 7.4-E and NYSE 
American Rule 7.4E without any differences.
     Proposed Rule 7.5 (Trading Units) would establish the unit 
of trading in stocks, including ``round lot,'' ``odd lot,'' and ``mixed 
lot.'' The proposed rule is based on NYSE Arca Rule 7.5-E and NYSE 
American Rule 7.5E without any differences.
     Proposed Rule 7.6 (Trading Differentials) would establish 
the minimum price variation for quoting and entry of orders for 
securities priced at $1.00 or more and for securities priced at less 
than $1.00. The proposed rule is based on NYSE Arca Rule 7.6-E and NYSE 
American Rule 7.6E without any substantive differences.
     Proposed Rule 7.7 (Transmission of Bids or Offers) would 
establish that all bids and offers on the Exchange would be anonymous 
unless otherwise specified by the ETP Holder. The proposed rule is 
based on NYSE Arca Rule 7.7-E and NYSE American Rule 7.7E without any 
differences.
     Proposed Rule 7.8 (Bid or Offer Deemed Regular Way) would 
establish that all bids and offers would be considered to be ``regular 
way.'' This proposed rule text is based on NYSE Arca Rule 7.8-E and 
NYSE American Rule 7.8E.
     Proposed Rule 7.9 (Execution Price Binding) would 
establish that, notwithstanding Exchange rules on clearly erroneous 
executions, the price at which an order is executed is binding 
notwithstanding that an erroneous report is rendered. This proposed 
rule text is based on NYSE Arca Rule 7.9-E and NYSE American Rule 7.9E 
without any differences.
     Proposed Rule 7.10 (Clearly Erroneous Executions) would 
set forth the Exchange's rules on clearly erroneous executions. The 
proposed rule is based on NYSE Arca Rule 7.10-E and NYSE American Rule 
7.10E with one substantive difference: because the Exchange would not 
be conducting any auctions, the Exchange does not propose text based on 
NYSE Arca Rule 7.10-E(a) and NYSE American Rule 7.10E(a) that provides 
that executions as a result of a Trading Halt Auction are not eligible 
for a request to review as clearly erroneous under paragraph (b) of 
such rule.
     Proposed Rule 7.11 (Limit Up--Limit Down Plan and Trading 
Pauses in Individual Securities Due to Extraordinary Market Volatility) 
would specify how the Exchange would comply with the Regulation NMS 
Plan to Address Extraordinary Market Volatility (``LULD Plan'').\92\ 
The proposed rule is based on NYSE Arca Rule 7.11-E and NYSE American 
Rule 7.11E with the following substantive differences. First, proposed 
Rule 7.11(a)(6) is based on NYSE American Rule 7.11E(a)(6) and NYSE 
Arca Rule 7.11-E(a)(7).\93\ Next, because the

[[Page 11113]]

Exchange will not be a listing exchange, the Exchange will not include 
rule text based on NYSE Arca Rule 7.11-E(a)(8) (relating to triggering 
a Straddle State under the LULD Plan), (a)(9) (relating to calculating 
Price Bands after NYSE Arca opens or re-opens an Exchange-listed 
security), or (b)(1) (relating to notifying the single plan processor 
if NYSE Arca is not able to reopen trading at the end of a Trading 
Pause due to a systems or technology issue). Finally, the Exchange 
proposes that Rule 7.11(b) would provide that if a primary listing 
market issues a Trading Pause, the Exchange would resume trading as 
provided for in proposed Rule 7.18, which is based on NYSE Arca Rule 
7.11-E(b)(2).
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    \92\ See Securities Exchange Act Release No. 80455 (April 13, 
2017), 82 FR 18519 (April 19, 2017) (Order approving thirteenth 
amendment to the LULD Plan).
    \93\ As noted above, the Exchange will be on Pillar phase II 
protocols and therefore will not include rule text from NYSE Arca 
regarding functionality based on Pillar phase I protocols.
---------------------------------------------------------------------------

     Proposed Rule 7.12 (Trading Halts Due to Extraordinary 
Market Volatility) would establish rules on halts in trading due to 
extraordinary market volatility and related reopening of trading. The 
proposed rule is based on NYSE Arca Rule 7.12-E and NYSE American Rule 
7.12E without any substantive differences.
     Proposed Rule 7.13 (Trading Suspensions) would establish 
authority for the Chair or the President of the Exchange to suspend 
trading in any and all securities that trade on the Exchange if such 
suspension would be in the public interest. This proposed rule is based 
on NYSE Arca Rule 7.13-E and NYSE American Rule 7.13E without any 
substantive differences. Because this proposed rule covers the same 
subject matter as current Rule 12.11, as discussed below, the Exchange 
does not propose to move Rule 12.11 to Rule 11 and would delete Rule 
12.11.
     Proposed Rule 7.14 (Clearance and Settlement) would 
establish the requirements regarding an ETP Holder's arrangements for 
clearing. Because all post-trade functions on the Exchange's Pillar 
trading platform would follow the NYSE Arca procedures for post-trade 
processing, the Exchange proposes rules that are based on NYSE Arca 
rules [sic] clearing rules. Accordingly, the proposed rule is based on 
NYSE Arca Rule 7.14-E and NYSE American Rule 7.14E without any 
substantive differences.
     Proposed Rule 7.15 (Stock Option Transactions) would 
establish requirements for Market Makers relating to pool dealing and 
having an interest in an option that is not issued by the Options 
Clearing Corporation. The proposed rule is based on NYSE Arca Rule 
7.15-E and NYSE American Rule 7.15E without any substantive 
differences.
     Proposed Rule 7.16 (Short Sales) would establish 
requirements relating to short sales. The proposed rule is based on 
NYSE Arca Rule 7.16-E with the following substantive differences. 
Because the Exchange would not be a listing venue, the Exchange would 
not be evaluating whether the short sale price test restrictions of 
Rule 201 of Regulation SHO have been triggered. Accordingly, the 
Exchange does not propose rule text based on NYSE Arca Rule 7.16-
E(f)(3) or NYSE American Rule 7.16E(f)(3) and would designate that sub-
paragraph as ``Reserved.'' For similar reasons, the Exchange proposes 
not to include rule text based on NYSE Arca Rule 7.16-E(f)(4)(A) and 
(B) or NYSE American Rule 7.16E(f)(4)(A) and (B).
     Proposed Rule 7.17 (Firm Orders and Quotes) would 
establish requirements that all orders and quotes must be firm. This 
proposed rule is based on NYSE Arca Rule 7.17-E without any 
differences.
     Proposed Rule 7.18 (Halts) would establish rules relating 
to trading halts of securities traded pursuant to UTP on the Exchange's 
Pillar platform. This proposed rule is based on NYSE Arca Rule 7.18-
E(a), (b), and (d) and NYSE American Rule 7.18E(a), (b), and (d). 
Proposed Rule 7.18(c) would be based on NYSE American Rule 7.18E(d) and 
would use the Exchange-defined terms of ``Exchange Traded Product'' and 
``UTP Exchange Traded Product.'' Because the Exchange will not be a 
listing venue, the Exchange does not proposed rule text based on NYSE 
Arca Rule 7.18-E(c) or NYSE American Rule 7.18E(c). In addition, the 
Exchange proposes to use the term ``reopening auction'' instead of 
``Trading Halt Auction'' in proposed Rule 7.18(b).
    Section 2 of proposed Rule 7 proposes rules for market makers on 
the Exchange. Specifically, for all securities that would trade on the 
Exchange, an ETP Holder could register as a Market Maker and be subject 
to obligations similar to the obligations of a Market Maker on NYSE 
Arca. The Exchange proposes the following rules, based on cash equities 
NYSE Arca and NYSE American rules of the same number with non-
substantive differences:
     Proposed Rule 7.20 (Registration of Market Makers) would 
establish the registration requirements for market makers on the 
Exchange. This proposed rule is based on NYSE American Rule 7.20E 
without any substantive differences. The Exchange proposes non-
substantive differences to cross reference the Rule 10.9500 and 10.9200 
Series in proposed Rule 7.20(c) and (e), respectively.
     Proposed Rule 7.21 (Obligations of Market Maker Authorized 
Traders) would set forth the requirements that MMATs are permitted to 
enter orders only for the account of the Market Maker for which they 
are registered. The proposed rule would also specify the registration 
requirements for MMAT and the procedures for suspension and withdrawal 
of registration. This proposed rule is based on NYSE Arca Rule 7.21-E 
and NYSE American Rule 7.21E without any substantive differences.
     Proposed Rule 7.22 (Registration of Market Makers in a 
Security) would set forth the process for Market Makers to become 
registered in a security and the factors the Exchange may consider in 
approving the registration of a Market Maker in a security. The 
proposed rule would also describe both the termination of a Market 
Maker's registration in a security by the Exchange and voluntary 
termination by a Market Maker. This proposed rule is based on NYSE Arca 
Rule 7.22-E and NYSE American Rule 7.22E without any substantive 
differences. The Exchange proposes non-substantive differences to cross 
reference proposed Rule 10.9200 and 10.9500 Series in proposed Rule 
7.22(e) and (g), respectively.
     Proposed Rule 7.23 (Obligations of Market Makers) would 
set forth the obligation of all Market Makers to engage in a course of 
dealings for their own account to assist in the maintenance, insofar as 
reasonably practicable, of fair and orderly markets on the Exchange and 
would delineate the specific responsibilities and duties of Market 
Makers, including the obligation to maintain continuous, two-sided 
trading in registered securities and certain pricing obligations Market 
Makers are required to adhere to. This proposed rule is based on NYSE 
Arca Rule 7.23-E and NYSE American Rule 7.23E without any substantive 
differences. The Exchange proposes a non-substantive difference to 
cross reference proposed Rule 10.9200 Series in proposed Rule 7.23(c).
     Proposed Rule 7.28 (NMS Market Access) would implement the 
Exchange's obligations under Rule 610 of Regulation NMS and is based on 
NYSE Arca Rule 7.28-E without any differences.\94\
---------------------------------------------------------------------------

    \94\ Rules 7.24, 7.25, 7.26, and 7.27 would be designated as 
``Reserved.''
---------------------------------------------------------------------------

    Section 3 of proposed Rule 7 would establish the Exchange's trading 
rules. Among other things, these rules would establish the orders and 
modifiers that would be available on the Exchange (proposed Rule 7.31), 
would describe

[[Page 11114]]

order display and ranking (proposed Rule 7.36), and would describe how 
the Exchange would ensure that orders would not trade through either 
the PBBO (for Limit Orders) or NBBO (for Market Orders and Inside Limit 
Orders) and when orders would route (proposed Rules 7.37 and 7.34).
    As noted above, the Exchange will not conduct any auctions, and 
therefore does not propose a rule based on NYSE Arca Rule 7.35-E or 
NYSE American Rule 7.35E. In addition, because the Exchange would not 
offer a retail liquidity program, the Exchange does not propose a rule 
based on NYSE Arca Rule 7.44-E and proposed Rules 7.36, 7.37, and 7.38 
would not include cross references to Rule 7.44.
     Proposed Rule 7.29 (Access) would provide that the 
Exchange would be available for entry and cancellation of orders by ETP 
Holders with authorized access. To obtain authorized access to the 
Exchange, each ETP Holder would be required to enter into a User 
Agreement. Proposed Rule 7.29 is based on NYSE Arca Rule 7.29-E(a) and 
NYSE American Rule 7.29E, without any substantive differences. The 
Exchange does not propose to include rule text based on NYSE Arca Rule 
7.29-E(b) because the Exchange would not offer sponsored access.
     Proposed Rule 7.30 (Authorized Traders) would provide for 
requirements relating to Authorized Traders and is based on NYSE Arca 
Rule 7.30-E and NYSE American Rule 7.30E without any differences.
     Proposed Rule 7.31 (Orders and Modifiers) would specify 
the orders and modifiers that would be available on the Exchange. The 
Exchange proposes to offer the same types of orders and modifiers that 
are available on NYSE Arca, with specified substantive differences. 
Accordingly, proposed Rule 7.31 is based on NYSE Arca Rule 7.31-E with 
the following substantive differences.
    First, in proposed Rule 7.31(a)(2)(B), in describing the Limit 
Order Price Protection, the Exchange proposes to provide that a Limit 
Order entered before the Core Trading Session that is designated for 
the Core Trading Session only will become subject to Limit Order Price 
Protection once it becomes eligible to trade. The Exchange proposes 
this difference because the Exchange would not be conducting any 
auctions on the Exchange.
    Second, the Exchange proposes that, similar to NYSE Arca, it would 
accept Auction-Only Orders (e.g., Limit-on-Open Order (``LOO Order''), 
Market-on-Open Order (``MOO Order''), Limit-on-Close Order (``LOC 
Order''), and Market-on-Close Order (``MOC Order''). However, because 
the Exchange would not be conducting auctions, it proposes to define an 
Auction-Only Order as a Limit or Market Order that is only to be routed 
pursuant to proposed Rule 7.34. Accordingly, on arrival, such orders 
would be routed to the primary listing market and would not be entered 
on the Exchange Book. The Exchange proposes to accept four types of 
Auction-Only Orders that would be routed to the primary listing market: 
MOO, LOO, MOC, and LOC Orders. As described in proposed Rules 7.31(f) 
and 7.34, such orders would be subject to the rule requirements of the 
respective primary listing exchange to which they are routed. In 
addition, because the Exchange would only accept and route Auction-Only 
Orders, it would not include rule text based on the second sentences of 
NYSE Arca Rules 7.31(c)(1) and (2) and would refer to such orders being 
traded in ``an opening or re-opening auction'' or ``a closing 
auction,'' rather than state that such orders would be traded during 
``the Core Open Auction or a Trading Halt Auction'' or ``the Closing 
Auction,'' which are defined terms in the NYSE Arca rules.
    Third, because the Exchange would not be a listing venue, the 
Exchange does not propose to include rule text that provides that ``[a] 
Primary Only Order instruction on a security listed on the Exchange 
will be ignored'' in proposed Rule 7.31(f)(1). Fourth, at this time, 
the Exchange is not proposing to offer a Discretionary Pegged Order 
and, therefore, proposes to designate Rule 7.31(h)(3) as ``Reserved'' 
and will not include a reference to Discretionary Pegged Orders in 
proposed Rule 7.34.
    Finally, similar to NYSE American Rule 7.31E(e)(1), the Exchange 
proposes to refer to the order described in this rule text as a ``Limit 
Non-Routable Order.''
     Proposed Rule 7.32 (Order Entry) would establish 
requirements for order entry size. The proposed rule is based on NYSE 
Arca Rule 7.32-E and NYSE American Rule 7.32E without any substantive 
differences.
     Proposed Rule 7.33 (Capacity Codes) would establish 
requirements for capacity code information that ETP Holders must 
include with every order. The proposed rule is based on NYSE Arca Rule 
7.33-E and NYSE American Rule 7.33E without any substantive 
differences.
     Proposed Rule 7.34 (Trading Sessions) would specify 
trading sessions on the Exchange. Similar to NYSE Arca, the Exchange 
proposes that on the Pillar trading platform, it would have Early, 
Core, and Late Trading Sessions. However, the Exchange proposes that 
the Early Trading Session would begin at 7:00 a.m. Eastern Time, which 
is when the NYSE American Early Trading Session begins.\95\ Otherwise, 
the Exchange proposes Rule 7.34 based on NYSE Arca Rule 7.34-E with the 
following substantive differences to reflect that it would not operate 
any auctions:
---------------------------------------------------------------------------

    \95\ See NYSE American Rule 7.34E(a)(1).
---------------------------------------------------------------------------

     To designate Rule 7.34-E(c)(1)(B) as ``Reserved;''
     In proposed Rule 7.34(c)(1)(C), to refer to orders being 
rejected ``if entered before the Core Trading Session'' instead of 
orders being rejected ``if entered before the Auction Processing Period 
for the Core Open Auction;''
     In proposed Rules 7.34(c)(1)(D), (c)(2)(A), and (c)(2)(B), 
to not include phrases referring to ``securities that are not eligible 
for an auction on the Exchange'' or ``securities that are not eligible 
to [sic] the Core Open Auction'' from NYSE Arca Rules 7.34-E(c)(1)(D), 
(c)(2)(A), and (c)(2)(B); and
     In proposed Rule 7.34(c)(2)(C), to refer to orders being 
rejected ``if entered before the Late Trading Session'' instead of 
being rejected ``if entered before the Auction Processing Period for 
the Closing Auction.''
     Proposed Rule 7.36 (Order Ranking and Display) would 
establish requirements for how orders would be ranked and displayed at 
the Exchange. The proposed rule is based on NYSE Arca Rule 7.36-E and 
NYSE American Rule 7.36E without any substantive differences.
     Proposed Rule 7.37 (Order Execution and Routing) would 
establish requirements for how orders would execute and route at the 
Exchange, the data feeds that the Exchange would use, and Exchange 
requirements under the Order Protection Rule and the prohibition on 
locking and crossing quotations in NMS Stocks. This proposed rule is 
based on NYSE Arca Rule 7.37-E without any substantive differences. The 
Exchange proposes a non-substantive difference to proposed Rule 7.37(e) 
to reflect the amended names of exchanges in the chart listing market 
centers.
     Proposed Rule 7.38 (Odd and Mixed Lot) would establish 
requirements relating to odd lot and mixed lot trading on the Exchange. 
The proposed rule is based on NYSE Arca Rule 7.38-E without any 
substantive differences.\96\
---------------------------------------------------------------------------

    \96\ The Exchange does not propose a rule based on either NYSE 
Arca Rule 7.39-E (concerning adjustment of open orders, which 
relates to good-til-cancelled orders, which would not be available 
on the Exchange) or NYSE American Rule 7.39E (concerning an off-
hours trading facility, which would not be offered on the Exchange) 
and will designate Rule 7.39 as ``Reserved.''

---------------------------------------------------------------------------

[[Page 11115]]

     Proposed Rule 7.40 (Trade Execution and Reporting) would 
establish the Exchange's obligation to report trades to an appropriate 
consolidated transaction reporting system. The proposed rule is based 
on NYSE Arca Rule 7.40-E and NYSE American Rule 7.40E without any 
substantive differences.
     Proposed Rule 7.41 (Clearance and Settlement) would 
establish requirements that all trades be processed for clearance and 
settlement on a locked-in and anonymous basis. The proposed rule is 
based on NYSE American Rule 7.41E without any differences.
    Section 4 of proposed Rule 7 would establish the Operation of a 
Routing Broker. Specifically, proposed Rule 7.45 (Operation of a 
Routing Broker) would establish the outbound and inbound function of 
the Exchange's routing broker and the cancellation of orders and the 
Exchange's error account. The proposed rule is based on NYSE Arca Rule 
7.45-E and NYSE American Rule 7.45E without any substantive 
differences. As noted above, the Exchange's affiliation with 
Archipelago Securities LLC would be addressed in proposed Rule 7.45. 
The Exchange therefore proposes to delete current Rule 2.10 [sic].
    Section 5 of proposed Rule 7 would establish requirements relating 
to the Plan to Implement a Tick Size Pilot Program. Proposed Rule 7.46 
(Tick Size Pilot Plan) would specify such requirements. The proposed 
rule is based on NYSE Arca Rule 7.46-E with a proposed substantive 
difference not to include cross references to a Retail Liquidity 
Program as the Exchange would not adopt the Retail Liquidity Program on 
Pillar. The Exchange also proposes to designate proposed Rules 
7.46(f)(4) as ``Reserved'' because the Exchange would not support 
Retail Price Improvement Orders on Pillar.
    Section 6 of proposed Rule 7 would establish requirements for 
contracts in securities.
     Proposed Rule 7.60 (Definitions and General Provisions) 
would establish definitions used for purposes of Section 6 of Rule 7 
and is based on NYSE Arca Rule 7.60-E without any differences.
     Proposed Rule 7.61 would provide for requirements relating 
to ETP contracts of the Exchange and that such contracts are binding. 
This proposed rule is based on NYSE Arca Rule 7.61-E without any 
differences.
     Proposed Rule 7.62 (Delivery of Securities) would 
establish requirements relating to the book entry settlement of 
transactions. This proposed rule text is based on NYSE Arca Rule 7.62-
E(b). Because the Exchange is not a listing venue, the Exchange does 
not propose rule text based on NYSE Arca Rule 7.62-E(a) or (c) as these 
rules relate to requirements for securities listing on an exchange.
    Because Rule 7 would set forth all rules relating to trading on the 
Exchange, the Exchange proposes to delete the rules in Chapter XI in 
their entirety. In addition, because Rule 7 would set forth rules 
relating to comparison and settlement, the Exchange proposes to delete 
the rules in Chapter XIII (Miscellaneous Provisions) in their entirety. 
Finally, because the Exchange would use its affiliate, Archipelago 
Securities LLC, as its routing broker, the Exchange also proposes to 
delete Rule 2.11 (NSX Securities, LLC).
Rule 10--Disciplinary Proceedings, Other Hearings and Appeals
    To facilitate the re-launch of trading on the Exchange and further 
facilitate rule harmonization among SROs, the Exchange proposes Rule 
10.8000 and Rule 10.9000 Series based on NYSE American Rule 8000 and 
Rule 9000 Series of the Office Rules, with certain modifications, as 
described below.\97\ NYSE American Rule 8000 and Rule 9000 Series are 
disciplinary rules that are, with certain exceptions, substantially the 
same as the Rule 8000 Series and Rule 9000 Series of the NYSE and 
FINRA.\98\
---------------------------------------------------------------------------

    \97\ The Exchange notes that all but one of its ETP Holders 
before it ceased trading operations in February 2017 were members of 
FINRA, and as such were subject to FINRA's Rule 8000 Series and Rule 
9000 Series. As a result, virtually all former ETP Holders were 
already subject to the proposed rules described herein.
    \98\ Securities Exchange Act Release Nos. [sic] 77241 (February 
26, 2016), 81 FR 11311 (March 3, 2016) (SR-NYSEMKT-2016-30) (``2016 
Notice''). See also Securities Exchange Act Release Nos. [sic] 78959 
(September 28, 2016), 81 FR 68481 (October 4, 2016) (SR-NYSEMKT-
2016-71) (Notice). The NYSE American disciplinary rules were 
implemented on April 15, 2016. See NYSE American Information 
Memorandum 16-02 (March 14, 2016).
---------------------------------------------------------------------------

    Unless otherwise specified below, the individual rules in the 
proposed Rule 10.8000 and 10.9000 Series are based on the individual 
rules of the counterpart NYSE American Rule 8000 and 9000 Series 
without any differences, except that the Exchange:
     Would use the term ``ETP Holder'' rather than ``member and 
member organization'' or ``member organization or ATP Holder'' as is 
used by NYSE American, consistent with the Exchange's other proposed 
rules;
     would use the term ``Associated Person'' or ``Person 
Associated with an ETP Holder,'' which are defined terms on the 
Exchange, rather than the term ``covered person;''
     would not utilize Floor-Based Panelists referenced in NYSE 
American Rules 9120(q), 9212(a)(2)(B), 9221(a)(3), 9231(b)(2) and 
(c)(2), and 9232(c) because the Exchange will not have a trading floor;
     would not adopt NYSE American Rules 8001 and 9001, which 
describe the effective date of the NYSE American rules;
     would not retain the text of NYSE American's legacy minor 
rules; and
     proposes non-substantive grammatical differences in 
specified rules, described below, which do not change the meaning of 
the proposed rule text as compared to the NYSE American version of the 
same rule.
Proposed Rule 10.8000 Series
    The Proposed Rule 10.8000 Series would address Investigations and 
Sanctions. Proposed Rule 10.8100 (General Provisions) would include the 
following:
     Proposed Rule 10.8120 (Definitions) would provide that 
unless otherwise provided, terms used in the Rule 10.8000 Series would 
have the meaning as defined in applicable Exchange rules and that the 
terms ``Adjudicator'' and ``Exchange'' [sic] would have the meaning in 
proposed Rule 10.9120. The Exchange proposes non-substantive 
grammatical differences for paragraphs (a) and (b) as compared to NYSE 
American Rule 8120(a) and (b).
     Proposed Rule 10.8130 (Retention of Jurisdiction) would 
set forth retention of jurisdiction provisions that are the same as 
NYSE American Rule 8130, except for a non-substantive grammatical 
difference in paragraph (b) to add the word ``who'' and the cross-
reference in paragraph (b)(1) that would be conformed to the Exchange's 
rules. Under the proposed rule change, the Exchange would retain 
jurisdiction to file a complaint against an ETP Holder or Associated 
Person for two years after such ETP Holder's or Associated Person's 
status is terminated.
    Proposed Rule 10.8200 (Investigations) would set forth the 
following rules: \99\
---------------------------------------------------------------------------

    \99\ NYSE American Rules 8212, 8213, and 8312 are marked as 
``Reserved.'' To maintain consistency with NYSE American's rule 
numbering, the Exchange proposes to designate proposed Rules 
10.8212, 10.8213, and 10.8312 as ``Reserved.''
---------------------------------------------------------------------------

     Proposed Rule 10.8210 (Provisions of Information and 
Testimony and

[[Page 11116]]

Inspection and Copying of Books) would set forth procedures for the 
provision of information and testimony and inspection and copying books 
by the Exchange. In addition to describing requirements relating to the 
process for such inspection and copying, this proposed rule would 
provide authority for the Exchange to enter into regulatory cooperation 
agreements with other SROs and regulators (proposed Rule 10.8210(b)). 
The Exchange proposes non-substantive grammatical differences from NYSE 
American Rule 8210 in subsection (g) and Commentary .01.
     Proposed Rule 10.8211 (Automated Submission of Trading 
Data Requested by the Exchange) would set forth the procedures for 
electronic blue sheets [sic].
    Proposed Rule 10.8300 (Sanctions) would set forth the following 
rules:
     Proposed Rule 10.8310 (Sanctions for Violations of the 
Rules) would set forth the range of sanctions that could be imposed in 
connection with disciplinary actions under the proposed rule change.
     Proposed Rule 10.8311 (Effect of a Suspension, Revocation, 
Cancellation, Bar or Other Disqualification) would provide that if the 
Commission or the Exchange imposed a suspension, revocation, 
cancellation or bar on an Associated Person, an ETP Holder may not 
permit such person to remain associated, and, in the case of a 
suspension, may not make any remuneration that results from any 
securities transaction.
     Proposed Rule 10.8313 (Release of Disciplinary Complaints, 
Decisions and Other Information) would provide that the Exchange would 
publish all final disciplinary decisions issued under the proposed Rule 
9000 [sic] Series, other than minor rule violations, on its website.
     Proposed Rule 10.8320 (Payment of Fines, Other Monetary 
Sanctions, or Costs; Summary Action for Failure to Pay) would govern 
payment of fines and other monetary sanctions or costs and provide for 
a summary action for an ETP Holder's failure to pay.\100\ The Exchange 
proposes a non-substantive grammatical difference from NYSE American 
Rule 8320 in paragraph (b)(1).
---------------------------------------------------------------------------

    \100\ The Exchange does not propose to adopt NYSE American Rule 
8320(d), which addresses transition from its legacy disciplinary 
rules. The Exchange does not currently have any pending disciplinary 
actions under its current disciplinary rules, and therefore does not 
need to retain those rules for a transition period.
---------------------------------------------------------------------------

     Proposed Rule 10.8330 (Costs of Proceedings) would provide 
that a disciplined ETP Holder or Associated Person may be assessed the 
costs of a proceeding, which are determined by the Adjudicator.
Proposed Rule 10.9000 Series
    Proposed Rule 10.9000 Series sets forth the Exchange's proposed 
Code of Procedure.
Proposed Rule 10.9100 Series (Application and Purpose)
    Proposed Rule 10.9100 Series (Application and Purpose) would set 
forth the following rules:
     Proposed Rule 10.9110 (Application) would state the types 
of proceedings to which the proposed Rule 10.9000 Series would apply 
(each of which is described below) and the rights, duties, and 
obligations of ETP Holders and Associated Persons, and would set forth 
the defined terms and cross-references. The Exchange proposes a non-
substantive grammatical difference from NYSE American Rule 9110 in 
paragraph (c).
     Proposed Rule 10.9120 (Definitions) would set forth 
definitions that would be applicable to the Rule 10.9000 Series. The 
definitions are based on definitions set forth in NYSE American Rule 
9120, except that the Exchange would not define the terms ``Board of 
Directors,'' ``covered person,'' ``Exchange, and ``Floor-Based 
Panelist'' in proposed Rule 10.9120 and would designate paragraphs (b), 
(g), (n), and (q) as ``Reserved.'' The terms ``Board of Directors'' and 
``Exchange'' would already be defined in proposed Rule 1.1, and 
therefore the Exchange does not need to separately define these terms 
in proposed Rule 10.9120. The Exchange does not believe that it needs 
to define the term ``covered person'' because the Exchange already has 
a defined term of ``Person Associated with an ETP Holder'' or 
``Associated Person,'' and use of that term would address all persons 
subject to Exchange jurisdiction under proposed Rule 10 Series. The 
term ``Interested Staff'' in paragraph (t) contains a non-substantive 
grammatical difference from the NYSE American version and the 
definition of ``Party'' in paragraph (w)(2) includes ``or Associated 
Person'' after ``ETP Holder.'' Finally, the Exchange would not include 
the term ``Floor-Based Panelist'' because the Exchange would not have a 
trading floor.
Proposed Rule 10.9130 (Service; Filing of Papers)
    Proposed Rule 10.9130, setting forth proposed Rules 10.9131 through 
10.9138, would govern the service of a complaint or other procedural 
documents under the Rules.
    Proposed Rule 10.9131 would set forth the requirements for serving 
a complaint or document initiating a proceeding. Proposed Rule 10.9132 
would cover the service of orders, notices, and decisions by an 
Adjudicator. Proposed Rule 10.9133 would govern the service of papers 
other than complaints, orders, notices, or decisions. Proposed Rule 
10.9134 would describe the methods of service and the procedures for 
service. Proposed Rule 10.9135 would set forth the procedure for filing 
papers with an Adjudicator. Proposed Rule 10.9136 would govern the form 
of papers filed in connection with any proceeding under the proposed 
Rule 10.9200 and 10.9300 Series. Proposed Rule 10.9137 would state the 
requirements for and the effect of a signature in connection with the 
filing of papers. Finally, proposed Rule 10.9138 would establish the 
computation of time.
Proposed Rule 10.9140 (Proceedings)
    Proposed Rules 10.9140, setting forth proposed Rules 10.9141 
through 10.9148, would govern the conduct of disciplinary proceedings.
    Proposed Rule 10.9141 would govern appearances in a proceeding, 
notice of appearances, and representation. Proposed Rule 10.9141 would 
permit a Respondent to represent himself or be represented by a bar-
admitted U.S. attorney. The proposed rule also permits a partnership to 
be represented by a partner and a corporation, trust, or association to 
be represented by an officer of such entity. Proposed Rule 10.9141 
requires an attorney or representative to file a notice of appearance. 
Proposed Rule 10.9142 would require an attorney or representative to 
file a motion to withdraw.
    Proposed Rule 10.9143 would set forth requirements relating to ex 
parte communications with an Adjudicator or Exchange employee involved 
in a proceeding. The Exchange proposes non-substantive grammatical 
differences from NYSE American Rule 9143 in paragraphs (c) and (e)(3).
    Proposed Rule 10.9144 would establish the separation of functions 
for Interested Staff and Adjudicators and provide for waivers.
    Proposed Rule 10.9145 would provide that formal rules of evidence 
would not apply in any proceeding brought under the proposed Rule 
10.9000 Series.
    Proposed Rule 10.9146 would govern motions a Party may make and 
requirements for responses and formatting. The Exchange proposes non-
substantive grammatical differences

[[Page 11117]]

from NYSE American Rule 9146 in paragraph (b)(2).
    Proposed Rule 10.9147 would provide that Adjudicators may rule on 
procedural matters.
    Finally, proposed Rule 10.9148 would generally prohibit 
interlocutory review, except as provided in proposed Rule 10.9280 for 
contemptuous conduct.
Proposed Rule 10.9150 (Exclusion From Rule 10.9000 Series Proceeding)
    Proposed Rule 10.9150 would provide that a representative can be 
excluded by an Adjudicator for improper or unethical conduct. The 
Exchange proposes a non-substantive difference to refer to ``improper 
conduct'' in paragraph (a) rather than limiting term of ``improper 
professional conduct,'' which is in NYSE American Rule 9150.
Proposed Rule 10.9160 (Recusal or Disqualification)
    Proposed Rule 10.9160 would provide that no person may act as an 
Adjudicator if he or she has a conflict of interest or bias, or 
circumstances exist where his or her fairness could reasonably be 
questioned. In such case, the person must recuse himself or may be 
disqualified. The proposed rule would cover the recusal or 
disqualification of an Adjudicator, the Board, or a Director. Proposed 
Rules 9160(b) [sic], (c), and (d) are designated as ``Reserved'' to 
maintain consistency with NYSE American's rule numbering.
Proposed Rules 10.9200 Series (Disciplinary Proceedings)
    Proposed Rule 10.9200 would cover disciplinary proceedings.
    Proposed Rule 10.9210 (Complaint and Answer) would set forth the 
following rules:
     Proposed Rule 10.9211 (Authorization of Complaint) would 
permit Enforcement to request the authorization of the Chief Regulatory 
Officer (``CRO'') to issue a complaint against an ETP Holder or 
Associated Person, thereby commencing a disciplinary proceeding.
     Proposed Rule 10.9212 (Complaint Issuance--Requirements, 
Service, Amendment, Withdrawal, and Docketing) would set forth the 
requirements of the complaint, amendments to the complaint, withdrawal 
of the complaint, and service of the complaint. Unlike NYSE American 
Rule 9212, because the Exchange would not have a floor, the proposed 
rule would not provide for Enforcement to select one Floor-Based 
Panelist.
     Proposed Rule 10.9213 (Assignment of Hearing Officer and 
Appointment of Panelists to Hearing Panel or Extended Hearing Panel) 
would provide for the appointment of a Hearing Officer and Panelists by 
the Chief Hearing Officer.
     Proposed Rule 10.9214 (Consolidation or Severance of 
Disciplinary Proceedings) would permit the Chief Hearing Officer to 
sever or consolidate two or more disciplinary proceedings under certain 
circumstances and permit a Party to move for such action under certain 
circumstances. The Exchange proposes non-substantive grammatical 
differences from NYSE American Rule 9214 in paragraphs (b) and (e).
     Proposed Rule 10.9215 (Answer to Complaint) would set 
forth requirements for answering a complaint, including form, service, 
notice, content, defenses, amendments, default, and timing.
     Proposed Rule 10.9216 (Acceptance, Waiver, and Consent; 
Procedure for Imposition of Fines for Minor Violation(s) of Rules) 
would establish the acceptance, waiver, and consent (``AWC'') 
procedures by which a Respondent, prior to the issuance of a complaint, 
may execute a letter accepting a finding of violation, consenting to 
the imposition of sanction(s), and agreeing to waive such Respondent's 
right to a hearing, appeal, and certain other procedures.\101\ It also 
would establish procedures for executing a minor rule violation plan 
letter. The Exchange proposes non-substantive grammatical differences 
from NYSE American Rule 9216 in paragraph (a).
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    \101\ Proposed Rule 10.9270 would address settlement procedures 
after the issuance of a complaint.
---------------------------------------------------------------------------

    Together with proposed Rule 10.9216(b), proposed Rule 10.9217 would 
be the Exchange's Minor Rule Violation Plan (``MRVP'') and would set 
forth the list of rules under which an ETP Holder or Associated Person 
may be subject to a fine under a MRVP as described in proposed Rule 
10.9216(b).
    The Exchange proposes to adopt the list of rules and associated 
fine levels for minor rule violations set forth in NYSE American Rule 
9217, which sets forth NYSE American's MRVP. As noted above, the 
Exchange does not propose rule text based on the legacy trading rules 
contained in NYSE American Rule 9217(c), which are unique to NYSE 
American. The Exchange further would not include rule text based on 
NYSE American Rule 9217(e), which sets forth NYSE American's legacy 
MRVP and includes fines for options-related rules, which are not 
applicable on the Exchange. Finally, the Exchange does not propose rule 
text based on NYSE American's Rule 9217 ``List of Reports Required to 
be Filed with the Exchange by ATP Holders and Filing Deadlines'' as 
these relate to fines charged for failure to timely file financial 
reports by ETP Holders designated to the Exchange. Because the Exchange 
is not currently a designated examining authority (``DEA'') for any ETP 
Holders, these fines would be inapplicable to the Exchange.
    Proposed Rule 10.9217(a) titled ``Trading Rule Violations'' would 
set forth the following eligible trading rule violations:
     Short Sale Rules (Rule 7.16).
     Failure to maintain continuous, two-sided Q Orders in 
those securities in which the Market Maker is registered to trade (Rule 
7.23(a)(1)).
     Failure to comply with Authorized Trader requirements 
(Rule 7.30).
     Acting as a Market Maker in a security without being 
registered as such as required by Rule 7.20(a).
    Proposed Rule 10.9217(b), titled ``Record Keeping and Other Minor 
Rule Violations,'' would set forth minor rule violations relating to 
recordkeeping. The proposed substantive rule violations are based on 
NYSE American Rule 9217(b) with non-substantive differences to cross-
reference the applicable Exchange rule, as follows: \102\
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    \102\ See NYSE American Rule 9217(a) (NYSE American Rules 7.16, 
7.20, 7.23, 7.30). Proposed Rules 7.16 (Short Sales), 7.20 
(Registration of Market Makers) and 7.23 (Obligations of Market 
Makers) are based on the NYSE American Rules (which were in turn 
based on analogous NYSE Arca rules) with the same numbers without 
any substantive differences. See also NYSE American Rule 9217(b) 
(NYSE American Rules 2.21E, 2.24E and 6.3E). Proposed NYSE National 
Rule 11.5.5 is based on NYSE American Rule 6.3E without any 
substantive differences. Proposed NYSE National Rules 2.2 
(Obligations of ETP Holders and the Exchange) and 11.4.1 (Books and 
Records Requirements) address the same subject matter as NYSE 
American Rules 2.21E and 2.24E. Finally, proposed Rule 9217(a) [sic] 
would not incorporate an eligible rule based on NYSE American Rule 
6.15E prohibiting prearranged trades, which the Exchange is not 
adopting.
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     Failure to comply with the employee registration or other 
requirements of Rule 2.2.
     Failure to comply with the books and records requirements 
of Rule 11.4.1.
     Failure to comply with the requirements for preventing the 
misuse of material nonpublic information as set forth in Rule 11.5.5 
and its Commentaries.
    Proposed Rule 10.9217(c) is based on NYSE American Rule 9217(d) 
without any substantive differences and would set forth the fine 
schedule that would be applicable to the Exchange's MRVP. Proposed Rule 
10.9217(c)(1) would set

[[Page 11118]]

forth the fine levels for trading rule violations as follows:
     Violations of Rule 7.16 would be eligible for a $500 first 
level fine, a $1,000 second level fine, and a $2,500 third level fine;
     Violations of Rule 7.23(a)(1) would be eligible for a $250 
first level fine, a $500 second level fine, and a $1,000 third level 
fine;
     Violations of Rule 7.30 would be eligible for a $1,000 
first level fine, a $2,500 second level fine, and a $3,500 third level 
fine; and
     Violations of Rule 7.20(a) would be eligible for a $250 
first level fine, a $500 second level fine, and a $1,000 third level 
fine.
    Proposed Rule 10.9217(c)(2) would set forth the fine levels for the 
record keeping and other minor rule violations as follows:
     Violations of Rule 11.5.5 would be eligible for a $2,000 
first level fine, a $4,000 second level fine, and a $5,000 third level 
fine; \103\
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    \103\ The proposed rule would adopt NYSE American's maximum 
$5,000 fine for minor rule violations. The Exchange's current 
maximum fine for minor rule violations is $2,500. See Rule 8.15(a).
---------------------------------------------------------------------------

     Violations of Rule 11.4.1 would be eligible for a $2,000 
first level fine, a $4,000 second level fine, and a $5,000 third level 
fine; and
     Violations of Rule 2 would be eligible for a $1,000 first 
level fine, a $2,500 second level fine, and a $3,500 third level 
fine.\104\
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    \104\ The Exchange proposes to add a footnote 1 providing that, 
in addition to the specified fines, the Exchange may require a 
violator to remit all fees that it should have paid to the Exchange 
pursuant to Rule 2.2 [sic]. The proposed footnote would be identical 
to footnote 1 in NYSE American Rule 9217(d)(2).
---------------------------------------------------------------------------

Proposed Rule 10.9220 (Request for Hearing; Extensions of Time, 
Postponements, Adjournments)
    Proposed Rules 10.9221 through 10.9222 would describe how a 
Respondent can request a hearing, the notice of a hearing, and timing 
considerations. Proposed Rule 10.9221 provides that a Hearing Officer 
generally must provide at least 28 days' notice of the hearing.
Proposed Rule 10.9230 (Appointment of Hearing Panel, Extended Hearing 
Panel)
    Proposed Rule 10.9230 would set forth proposed Rules 10.9231 
through 10.9235, which would establish how Hearing Panels, Extended 
Hearing Panels, Replacement Hearing Officers, Panelists, and 
Replacement Panelists are appointed and their composition and criteria 
for selection.
     Proposed Rule 10.9231 would set forth the role of the 
Chief Hearing Officer to appoint a Hearing Panel or an Extended Hearing 
Panel.
     Proposed Rule 10.9232 would set forth the criteria for the 
selection of Panelists and Replacement Panelists. Because the Exchange 
would not have a Floor, the Exchange proposes a difference from NYSE 
American Rule 9232 by not referring to ``Floor-based Panelists.'' The 
proposed rule would also replace the term ``hearing board'' with the 
terms ``Business Conduct Committee'' or ``BCC'' to reflect the 
Exchange's terminology as compared to NYSE American regarding who may 
be a Panelist.
     Proposed Rules 10.9233 and 10.9234 would establish the 
processes for recusal and disqualification of Hearing Officers, Hearing 
Panels, or Extended Hearing Panels.
     Proposed Rule 10.9235 would set forth the Hearing 
Officer's duties and authority in detail.
Proposed Rule 10.9240 (Pre-hearing Conference and Hearing [sic])
    Proposed Rules 10.9241 through 10.9242 would establish the 
substantive and procedural requirements for pre-hearing conferences and 
pre-hearing submissions.
Proposed Rule 10.9250 (Discovery)
    Proposed Rule 10.9250 would set forth proposed Rules 10.9251 
through 10.9253, which would address discovery, including the 
requirements and limitations relating to the inspection and copy of 
documents in the possession of Interested Staff, requests for 
information and limitations on such requests, and the production of 
witness statements and any harmless error relating to the production of 
such witness statements.
    Proposed Rule 10.9251 would set forth requirements relating to 
inspection and copying of documents prepared or obtained by Interested 
Staff in connection with an investigation [sic].
    Under proposed Rule 10.9252, a Respondent could request that the 
Exchange invoke proposed Rule 10.8210 to compel the production of 
Documents or testimony at the hearing if the Respondent can show that 
certain standards are met, e.g. [sic], that the information sought is 
relevant, material, and non-cumulative.
    Under proposed Rule 10.9253, a Respondent could file a motion to 
obtain certain witness statements.
Proposed Rule 10.9260 (Hearing and Decision)
    Proposed Rule 10.9260 would set forth proposed Rules 10.9261 
through 10.9269, which would relate to hearings and decisions.
     Proposed Rule 10.9261 would generally require the Parties 
to submit a list [sic] of documentary evidence and witnesses no later 
than 10 days before the hearing.
     Proposed Rule 10.9262 would require persons subject to the 
Exchange's jurisdiction to testify under oath or affirmation at a 
hearing.
     Proposed Rule 10.9263 would authorize the Hearing Officer 
to exclude irrelevant, immaterial, or unduly repetitious or prejudicial 
evidence and permit a Party to object to the admission of evidence; 
excluded evidence would be part of the record.
     Proposed Rule 10.9264 would allow Parties to file a motion 
for summary disposition under certain circumstances and would describe 
the procedures for filing and ruling on such motion.
     Proposed Rule 10.9265 would require that the hearing be 
recorded by a court reporter, that a transcript be prepared and made 
available for purchase, and that a Party be permitted to seek a 
correction of the transcript from the Hearing Officer.
     Proposed Rule 10.9266 would authorize the Hearing Officer 
to require a post-hearing brief or proposed finding of facts and 
conclusions of law and would outline the form and timing for such 
submissions.
     Proposed Rule 10.9267 would detail the required contents 
of the hearing record and the treatment of any supplemental documents 
attached to the record.
     Proposed Rule 10.9268 would set forth the timing and the 
contents of a decision of the Hearing Panel or Extended Hearing Panel 
and the procedures for a dissenting opinion, service of the decision, 
and any requests for review.
     Finally, proposed Rule 10.9269 would establish the process 
for the issuance and review of default decisions by a Hearing Officer 
when a Respondent fails to timely answer a complaint or fails to appear 
at a pre-hearing conference or hearing where due notice has been 
provided. A Party may, for good cause shown, file a motion to set aside 
a default decision.\105\
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    \105\ Under the proposed rule change, if a respondent admits the 
charges or they are not in dispute, the parties could utilize the 
AWC procedure under proposed Rule 10.9216.
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Proposed Rule 10.9270 (Settlement Procedure)
    Proposed Rule 10.9270 would provide for a settlement procedure for 
a Respondent who has been notified that

[[Page 11119]]

a proceeding has been instituted against him or her. The proposed rule 
would set forth requirements relating to both contested and uncontested 
offers of settlement.
Proposed Rule 10.9280 (Contemptuous Conduct)
    Proposed Rule 10.9280 would set forth sanctions for contemptuous 
conduct by a Party or attorney or other representative, which may 
include exclusion from a hearing or conference, and sets forth a 
process for reviewing such exclusions.
Proposed Rule 10.9290 (Expedited Disciplinary Proceedings)
    Under proposed Rule 10.9290, for any disciplinary proceeding, the 
subject matter of which also is subject to a temporary cease and desist 
proceeding initiated pursuant to proposed Rule 10.9810 or a temporary 
cease and desist order, hearings would be required to be held and 
decisions rendered at the earliest possible time.
Proposed Rule 10.9291 (Permanent Cease and Desist Orders)
    Proposed Rule 10.9291 would set forth the requirements for issuing 
a permanent cease and desist order under proposed Rules 10.9268, 
10.9269, or 10.9270.
Proposed Rule 10.9300 Series (Review of Disciplinary Proceedings by 
Exchange Board of Directors)
    Proposed Rule 10.9300 includes proposed Rule 10.9310, which would 
set forth the Exchange's Board review process, including the process 
for a request for review of any determination or penalty and review by 
the Exchange's Board.\106\
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    \106\ The Exchange does not trade options and therefore does not 
propose to distinguish between appeals panels for equity and options 
matters as in NYSE American Rule 9310(b).
---------------------------------------------------------------------------

Proposed Rule 10.9500 Series (Other Proceedings)
    The proposed Rule 10.9500 Series would set forth all other 
proceedings under the Exchange Rules [sic].
    Proposed Rule 10.9520 (Eligibility Proceedings) would set forth 
proposed Rules 10.9521 through 10.9527, which would govern eligibility 
proceedings for persons subject to statutory disqualifications that are 
not FINRA members.
    Proposed Rule 10.9521 would add certain definitions relating to 
eligibility proceedings, including ``Application,'' ``disqualified ETP 
Holder,'' ``disqualified person,'' and ``sponsoring ETP Holder.'' 
Proposed Rule 10.9522 would govern the initiation of an eligibility 
proceeding by the Exchange and the obligation for an ETP Holder to file 
an application to initiate an eligibility proceeding if it has been 
subject to certain disqualifications. Proposed Rule 10.9523 would allow 
the Department of Member Regulation to recommend a supervisory plan to 
which the disqualified ETP Holder, sponsoring ETP Holder, and/or 
disqualified person, as the case may be, may consent and by doing so, 
waive the right to hearing or appeal if the plan is accepted and the 
right to claim bias or prejudgment, or prohibited ex parte 
communications. If such a supervisory plan were rejected, proposed Rule 
10.9524 would allow a request for review by the applicant to the Board. 
Proposed Rule 10.9527 would provide that a filing of an application for 
review would not stay the effectiveness of final action by the Exchange 
unless the Commission otherwise ordered. To maintain consistency with 
NYSE American's rule numbering, proposed Rules 10.9525 and 10.9526 
would be designated ``Reserved.''
Proposed Rule 10.9550 (Expedited Proceedings)
    Proposed Rule 10.9550 would set forth proposed Rule 10.9552 through 
10.9560 and would govern expedited proceedings.
     Proposed Rule 10.9551 would be marked ``Reserved'' because 
the Exchange has not adopted a rule analogous to NYSE American Rules 
2210--Equities (Communications with the Public).
     Proposed Rule 10.9552 would establish procedures and 
consequences in the event that an ETP Holder or Associated Person 
failed to provide any information, report, material, data, or testimony 
requested or required to be filed under the Exchange's rules, or failed 
to keep its membership application or supporting documents current.
     Proposed Rule 10.9554 \107\ would contain similar 
procedures and consequences as proposed Rule 10.9552 relating to a 
failure to comply with an arbitration award or related settlement or an 
Exchange order of restitution or Exchange settlement agreement 
providing for restitution.
---------------------------------------------------------------------------

    \107\ Proposed Rule 10.9553 would be designated ``Reserved'' to 
maintain consistency with NYSE American's rule numbering.
---------------------------------------------------------------------------

     Proposed Rule 10.9555 would govern the failure to meet the 
eligibility or qualification standards or prerequisites for access to 
services offered by the Exchange.
     Proposed Rule 10.9556 would provide procedures and 
consequences for a failure to comply with temporary and permanent cease 
and desist orders issued under proposed Rules 10.9200, 10.9300 or 
10.9800 Series.
     Proposed Rule 10.9557 would allow the Exchange to issue a 
notice directing an ETP Holder to comply with the net capital 
provisions of Exchange Act Rule 15c3-1.\108\ As noted above, the 
Exchange is not currently the DEA for any ETP Holders, but proposes 
this rule should it become a DEA.
---------------------------------------------------------------------------

    \108\ See 17 CFR 240.15c3-1. The Exchange does not have rules 
analogous to NYSE American rules 4110--Equities (Capital 
Compliance), 4120--Equities (Regulatory Notification and Business 
Curtailment), or 4130--Equities (Regulation of Activities of Section 
15C Member Organizations Experiencing Financial and/or Operational 
Difficulties) referenced in NYSE American's version of proposed Rule 
9557 [sic].
---------------------------------------------------------------------------

     Proposed Rule 10.9558 would allow the Exchange's CRO or 
such other senior officer as the CRO may designate to provide written 
authorization to the Exchange staff to issue a written notice for a 
summary proceeding for an action authorized by Section 6(d)(3) of the 
Exchange Act.
     Proposed Rule 10.9559 would set forth uniform hearing 
procedures for all expedited proceedings under the proposed Rule 
10.9550 Series.
     Proposed Rule 10.9560 would set forth procedures for 
issuing suspension orders, immediately prohibiting a member 
organization or Associated Person from conducting continued disruptive 
quoting and trading activity on the Exchange in violation of proposed 
Rule 11.12.11 (discussed below).
Proposed Rule 10.9600 Series (Procedures for Exemptions)
    Proposed Rule 10.9600, setting forth proposed Rules 10.9610 through 
10.9630, would describe procedures by which an ETP Holder could seek 
exemptive relief from proposed Rule 10.8211 (Automated Submission of 
Trading Data [sic]).
    Under proposed Rule 10.9610, an ETP Holder seeking exemptive relief 
would be required to file a written application with the appropriate 
department or staff of the Exchange and provide a copy of the 
application to the CRO. Under proposed Rule 10.9620, after considering 
the application, the Exchange staff would be required to issue a 
written decision setting forth its findings and conclusions. The 
decision would be served on the Applicant pursuant to proposed Rules 
10.9132 and 10.9134. Proposed Rule 10.9630 would set forth the appeal 
process for a

[[Page 11120]]

decision issued under proposed Rule 10.9620.
Proposed Rule 10.9700 Series
    Rule 10.9700 would be marked ``Reserved'' to maintain consistency 
with NYSE American's rule numbering conventions.
Proposed Rule 10.9800 Series (Temporary Cease and Desist Orders)
    Proposed Rule 10.9800, setting forth proposed Rule 10.9810 through 
10.9870, would describe procedures for issuing temporary cease and 
desist orders.
     Proposed Rule 10.9810 would set forth the process for 
initiating a temporary cease and desist proceeding with respect to 
alleged violations of Section 10(b) of the Act, SEC Rules 10b-5 and 
15g-1 through 15g-9, Rule 11.5 (if the alleged violation is 
unauthorized trading, or misuse or conversion of customer assets, or is 
based on violations of Section 17(a) of the Securities Act of 1933) or 
Rule 11.3.1 (Business Conduct of ETP Holders).\109\
---------------------------------------------------------------------------

    \109\ The Exchange does not have analogous rules to NYSE 
American rules 476(a)(5) or Rule 2020--Equities referenced in NYSE 
American's version of proposed Rule 10.9810.
---------------------------------------------------------------------------

     Proposed Rule 10.9820 would govern the appointment of a 
Hearing Officer and Panelists for a temporary cease and desist 
proceeding.
     Proposed Rule 10.9830 would set forth the procedures for a 
hearing relating to a temporary cease and desist proceeding.
     Proposed Rule 10.9840 would set forth the process for the 
Hearing Panel to issue a written decision stating whether a temporary 
cease and desist order would be imposed.
     Proposed Rule 10.9850 would set forth the process for a 
Respondent to apply to the Hearing Panel to have a temporary cease and 
desist order modified, set aside, limited, or suspended.
     Proposed Rule 10.9860 would authorize the initiation of a 
suspension or cancellation of a Respondent's association or membership 
under proposed Rule 10.9556 if the Respondent violated a temporary 
cease and desist order.
     Finally, proposed Rule 10.9870 would provide that 
temporary cease and desist orders issued under the proposed Rule 9800 
[sic] Series would constitute final and immediately effective 
disciplinary sanctions imposed by the Exchange, and that the right to 
have any action under this rule series reviewed by the Commission would 
be governed by Section 19 of the Exchange Act.
    Because Rule 10 would set forth all rules relating to discipline, 
suspension of an ETP Holder, and adverse actions, the Exchange proposes 
to delete the rules in Chapters VII, VIII and X in their entirety.
Rule 11--Rules of Fair Practice; Books and Records; Supervision; 
Extensions of Credit; Trading Practice Rules
    The Exchange proposes to maintain current NYSE National rules 
regarding rules of fair practice, books and records, supervision, 
extensions of credit, and trading practices. These rules are currently 
found in Chapters III, IV, V, VI, and XII, respectively, of the 
Exchange's rulebook. The Exchange proposes to relocate these rules to 
Rule 11 which under the Framework Filing is titled Business Conduct. To 
reflect the content of Rule 11, the Exchange proposes to rename Rule 11 
as ``Rules of Fair Practice; Books and Records; Supervision; Extensions 
of Credit; Trading Practices.'' In moving the rules, the Exchange 
proposes non-substantive differences to change references from 
``Interpretations and Policies'' to ``Commentary,'' to use a different 
sub-paragraph numbering format, and to capitalize the term ``Associated 
Person.'' \110\
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    \110\ Current Exchange rules use an ``(a)(i)(A)(1)'' sub-
paragraph numbering convention and the Exchange proposes to use an 
``(a)(1)(A)(i)'' sub-paragraph numbering convention.
---------------------------------------------------------------------------

    Because all such rules would be relocated to Rule 11 and to 
maintain consistency with the current rulebook, the Exchange proposes 
that the sub-numbering of each such rule would be the same as the 
existing rule number. For example, current Rule 3.1 would be renumbered 
as Rule 11.3.1. By maintaining sub-numbering that aligns with existing 
rule numbers, ETP Holders that reference such rules in policies and 
procedures would not need to revise such policies and procedures 
because the rule requirements would map to the same number. Because the 
purpose of such sub-numbering is to align with existing rule numbers, 
the Exchange does not propose to designate any rules as ``Reserved.'' 
Rather, the Exchange proposes to add sub-headings before each section 
of Rule 11 to describe which rules would be set forth in each set of 
sub-numbered rules.
    The Exchange proposes to renumber the rules in Chapter III as 
follows and add a subheading before such rules that provides ``Rules of 
Fair Practice'':
     Rule 3.1 (Business Conduct of ETP Holders) would be 
renumbered as Rule 11.3.1 without any changes.
     Rule 3.2 (Violations Prohibited) would be renumbered as 
Rule 11.3.2 without any substantive changes.
     Rule 3.3 (Use of Fraudulent Devices) would be renumbered 
as Rule 11.3.3 without any changes.
     Rule 3.4 (False Statements) would be renumbered as Rule 
11.3.4 without any changes.
     Rule 3.5 (Advertising Practices) would be renumbered as 
Rule 11.3.5 without any substantive changes.
     Rule 3.6 (Fair Dealing with Customers) would be renumbered 
as Rule 11.3.6 without any substantive changes.
     Rule 3.7 (Recommendations to Customers) would be 
renumbered as Rule 11.3.7. The Exchange proposes one substantive 
amendment to delete the Interpretation and Policy .01 because it 
references a rule that would not be included in the Exchange's proposed 
rulebook.
     Rule 3.8 (The Prompt Receipt and Delivery of Securities) 
would be renumbered as Rule 11.3.8 without any substantive changes.
     Rule 3.9 (Charges for Services Performed) would be 
renumbered as Rule 11.3.9 without any changes.
     Rule 3.10 (Use of Information) would be renumbered as Rule 
11.3.10 without any changes.
     Rule 3.11 (Publication of Transactions and Quotations) 
would be renumbered as Rule 11.3.11 without any changes.
     Rule 3.12 (Offers at Stated Prices) would be renumbered as 
Rule 11.3.12 without any changes.
     Rule 3.13 (Payment Designed to Influence Market Prices, 
Other than Paid Advertising) would be renumbered as Rule 11.3.13 
without any changes.
     Rule 3.14 (Disclosure on Confirmations) would be 
renumbered as Rule 11.3.14 without any changes.
     Rule 3.15 (Disclosure of Control)--would be renumbered as 
Rule 11.3.15 without any changes.
     Rule 3.16 (Discretionary Accounts) would be renumbered as 
Rule 11.3.16 without any substantive changes.
     Rule 3.17 (Customer's Securities or Funds) would be 
renumbered as Rule 11.3.17 without any changes.
     Rule 3.18 (Prohibition Against Guarantees) would be 
renumbered as Rule 11.3.18 without any changes.
     Rule 3.19 (Sharing in Accounts; Extent Permissible) would 
be renumbered as Rule 11.3.19 without any changes.
     Rule 3.20 (Installment or Partial Payment Sales) would be 
renumbered as Rule 11.3.20 without any substantive changes.
     Rule 3.21 (Telephone Solicitation) would be renumbered as 
Rule 11.3.21 without any substantive changes.
    The Exchange proposes to renumber the rules in Chapter IV as 
follows and

[[Page 11121]]

add a subheading before such rules that provides ``Books and Records'':
     Rule 4.1 (Requirements) would be renumbered as Rule 11.4.1 
without any changes.
     Rule 4.2 (Furnishing of Records) would be renumbered as 
Rule 11.4.2 without any substantive changes.
     Rule 4.3 (Record of Written Complaints) would be 
renumbered as Rule 11.4.3 without any changes.
     Rule 4.4 (Disclosure of Financial Condition) would be 
renumbered as Rule 11.4.4 without any changes.
    The Exchange proposes to replace current Rule 5.5, as described 
below, and renumber the rules in Chapter V as follows and add a 
subheading before such rules that provides ``Supervision'':
     Rule 5.1 (Written Procedures) would be renumbered as Rule 
11.5.1 without any changes.
     Rule 5.2 (Responsibility of ETP Holders) would be 
renumbered as Rule 11.5.2 without any changes.
     Rule 5.3 (Records) would be renumbered as Rule 11.5.3 
without any changes.
     Rule 5.4 (Review of Activities and Annual Inspection) 
would be renumbered as Rule 11.5.4 without any changes.
     Rule 5.5 (Chinese Wall Procedures) would be replaced with 
proposed Rule 11.5.5 (Prevention of the Misuse of Material, Nonpublic 
Information), which is based on NYSE Arca Rule 11.3 and NYSE American 
Rule 6.3E. The proposed rule would provide for a principles-based 
approach to prevent the misuse of material non-public information. 
Because the Exchange would not trade options, the Exchange proposes 
that Commentary .01 to proposed Rule 11.5.5 would be based on 
Commentary .01 to NYSE American Rule 6.3E only. The Exchange's proposed 
Rule 5.5 would also include a non-substantive difference from the NYSE 
Arca and NYSE American rules on which it is based by not including rule 
text based on Commentary .02 to NYSE Arca Rule 11.3 or Commentary .02 
to NYSE American Rule 6.3 because the Exchange already has a rule 
defining the term ``associated person.'' Finally, Commentary .04 to 
proposed Rule 11.5.5 would have a non-substantive differences compared 
to NYSE Arca Rule 11.3 and NYSE American Rule 6.3E because it would 
refer to ETP Holders acting as a registered market maker in UTP 
Exchange Traded Products, rather than refer to securities listed on the 
Exchange under Rules 5 and 8. Proposed Rule 11.5.5 would require every 
ETP Holder to establish, maintain, and enforce written policies and 
procedures reasonably designed to prevent the misuse of material, non-
public information by such ETP Holders. For purposes of this 
requirement, the misuse of material, non-public information would 
include, without limitation, to [sic] the following:
    (a) Trading in any securities issued by a corporation, or in any 
related securities or related options or other derivatives securities 
while in possession of material, non-public information concerning that 
issuer; or
    (b) trading in a security or related options or other derivatives 
securities, while in possession of material, non-public information 
concerning imminent transactions in the security or related securities; 
or
    (c) disclosing to another person or entity any material, non-public 
information involving a corporation whose shares are publicly traded or 
an imminent transaction in an underlying security or related securities 
for the purpose of facilitating the possible misuse of such material, 
non-public information.
     Rule 5.6 (Anti-Money Laundering Compliance Program) would 
be renumbered as Rule 11.5.6 without any substantive changes.
     Rule 5.7 (Annual Certification of Compliance and 
Supervisory Processes) would be renumbered as Rule 11.5.7 without any 
substantive changes.
    The Exchange proposes renumber the rules in Chapter VI as follows 
and add a subheading before such rules that provides ``Extensions of 
Credit'':
     Rule 6.1 (Extensions of Credit--Prohibitions and 
Exemptions) would be renumbered as Rule 11.6.1 without any substantive 
changes.
     Rule 6.2 (Day Trading Margin) would be renumbered as Rule 
11.6.2 without any substantive changes. The Exchange proposes to update 
internal cross references in the rule to Rule 11.6.1(c) instead of Rule 
4.2(c), which rule no longer exists.
    The Exchange proposes to replace current Rule 12.6, as described 
below, and proposes to renumber the rules in Chapter XII as follows and 
add a subheading before such rules that provides ``Trading Practices'':
     Rule 12.1 (Market Manipulation) would be renumbered as 
Rule 11.12.1 without any changes.
     Rule 12.2 (Fictitious Transactions) would be renumbered as 
Rule 11.12.2 without any substantive changes.
     Rule 12.3 (Excessive Sales by an ETP Holder) would be 
renumbered as Rule 11.12.3 without any changes.
     Rule 12.4 (Manipulative Transactions) would be renumbered 
as Rule 11.12.4 without any changes.
     Rule 12.5 (Dissemination of False Information) would be 
renumbered as Rule 11.12.5 without any changes.
     Current Rule 12.6 (Customer Priority) would be replaced 
with proposed Rule 11.12.6 (Prohibition of Trading Ahead of Customer 
Orders), which is based on NYSE Arca Rule 9.5320, NYSE American 5320- 
Equities, and NYSE Rule 5320. These rules are based on FINRA Rule 5320. 
The Exchange believes that replacing current Rule 12.6 with a rule 
based on the rules of FINRA, NYSE Arca, NYSE American, and NYSE would 
promote cross-market surveillance and enhance FINRA's ability to 
conduct surveillance and investigations on behalf of the Exchange under 
a regulatory services agreement.
     Rule 12.7 (Joint Activity) would be renumbered as Rule 
11.12.7 without any changes.
     Rule 12.8 (Influencing the Consolidated Tape) would be 
renumbered as Rule 11.12.8 without any changes.
     Rule 12.9 (Options) would be renumbered as Rule 11.12.9 
without any changes.
     Rule 12.10 (Best Execution) would be renumbered as Rule 
11.12.10 without any substantive changes. The Exchange proposes to 
update the internal reference in the rule from Exchange Act Rule 11Ac1-
4, which was the Order Display Rule, to Rule 604 of Regulation NMS, 
which is the current Order Display Rule.
     The Exchange does not propose to retain current Rules 
12.11 or Rule 12.12. Rule 12.11, relating to trading suspensions, would 
be superseded by proposed Rule 7.13, which would provide authority for 
the Board or Exchange President to suspend trading in securities traded 
on the Exchange. Rule 12.12 relating to publication of transactions and 
changes, would be superseded by proposed Rule 7.40, as described above.
    Because the current rules would be renumbered, the Exchange 
proposes to delete Chapters III, IV, V, VI, and XII of the current 
rulebook.
    Finally, the Exchange proposes new Rule 11.12.11 based on NYSE 
American Rule 5220--Equities, NYSE Rule 5220, and NYSE Arca Rule 11.21, 
which in turn are modeled on Commentary .03 to FINRA Rule 5210, that 
defines and prohibits two types of disruptive quoting and trading 
activity on the Exchange. The Exchange proposes to include this rule 
under Rule 11.12 sub-numbering because it is a trading practices rule.
    Proposed Rule 11.12.11(a) would prohibit ETP Holders and Persons 
Associated with an ETP Holder from

[[Page 11122]]

engaging in or facilitating disruptive quoting and trading activity on 
the Exchange, as described in proposed Rule 11.12.11(b)(1) and (2), 
including acting in concert with other persons to effect such activity. 
The Exchange believes that it is necessary to extend the prohibition to 
situations when persons are acting in concert to avoid a potential 
loophole where disruptive quoting and trading activity is simply split 
between several brokers or customers. The Exchange also believes that, 
with respect to persons acting in concert perpetrating an abusive 
scheme, it is important that the Exchange have authority to act against 
the parties perpetrating the abusive scheme, whether it is one person 
or multiple persons.
    Proposed Rule 11.12.11(c) would provide that, unless otherwise 
indicated, the descriptions of disruptive quoting and trading activity 
do not require the facts to occur in a specific order in order for the 
Rule to apply. For instance, with respect to the pattern defined in 
proposed Rule 11.12.11(b)(1)(A)-(D), it is of no consequence whether a 
party first enters Displayed Orders and then Contra-side Orders or 
vice-versa. However, as proposed, it is required for supply and demand 
to change following the entry of the Displayed Orders.
    The Exchange believes that the proposed descriptions of disruptive 
quoting and trading activity articulated in the rule are consistent 
with the activities that have been identified and described in the 
client access cases described in the NYSE American notice and with the 
rules of other SROs.\111\
---------------------------------------------------------------------------

    \111\ See, e.g., BZX Rule 12.15; NASDAQ Rule 2170. See also 
Securities Exchange Release No. 80804 (May 30, 2017), 82 FR 25887, 
25888-25890 (June 5, 2017) (SR-NYSEMKT-2017-25) (Notice of filing 
discussing matters involving Biremis Corp. and Hold Brothers On-Line 
Investment Services, Inc.).
---------------------------------------------------------------------------

Rule 12--Arbitration
    The Exchange proposes new Rule 12 (Arbitration) to replace rules 
set forth in Chapter IX relating to arbitration. Proposed Rule 12 is 
based on NYSE Rule 600A and those portions of NYSE Arca Rule 12 that 
are based on NYSE Rule 600A. Because any arbitrations involving ETP 
Holders and/or Associated Persons would be arbitrated pursuant to the 
FINRA Code of Arbitration Procedures and the Exchange would not 
separately run an arbitration program, the Exchange proposes to 
simplify its rules on arbitration and eliminate legacy, non-operative 
rules.
    Proposed Rule 12(a) would set forth an ETP Holder's duty to 
arbitrate under the FINRA Code of Arbitration Procedure (i) any 
dispute, claim or controversy by or among ETP Holders and/or Associated 
Persons; and (ii) any dispute, claim or controversy between a customer 
or non-member and an ETP Holder and/or Associated Person arising in 
connection with the business of such ETP Holder and/or in connection 
with the activities of an Associated Person. Proposed Rule 12(b) would 
also provide that if any matter comes to the attention of an arbitrator 
during and in connection with the arbitrator's participation in a 
proceeding, either from the record of the proceeding or from material 
or communications related to the proceeding, that the arbitrator has 
reason to believe may constitute a violation of the Exchange's rules or 
the federal securities laws, the arbitrator may refer the matter to the 
Exchange for disciplinary investigation. Proposed Rule 12(c) would also 
provide that any ETP Holder or Associated Person who fails to honor an 
award of arbitrators appointed in accordance with proposed Rule 12 
would be subject to disciplinary proceedings under the Rule 10.8000 or 
10.9000 Series, as applicable. Proposed Rule 12(d) would provide that 
the submission of any matter to arbitration would in no way limit or 
preclude any right, action or determination by the Exchange that it 
would otherwise be authorized to adopt, administer or enforce.
    Because Rule 12 would set forth the Exchange's rules relating to 
arbitration, the Exchange proposes to delete the rules in Chapter IX in 
their entirety.
Rule 13--Liability of Directors and Exchange
    Proposed Rule 13 titled ``Liability of Directors and Exchange'' 
would establish requirements governing liability of directors and of 
the Exchange, including the limits on liability for specified 
circumstances.\112\ The rules set forth in proposed Rule 13 are based 
on the rules set forth in NYSE Arca Rule 14, with non-substantive 
differences not to reference ``OTP Holders'' or ``OTP Firms,'' and NYSE 
American Rule 13E.
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    \112\ The Exchange proposes to delete the current heading of 
Rule 13 (``Cancellation, Suspension, and Reinstatement'') 
established by the Framework Filing as well as ``Rule 14.'' The 
current heading for Rule 14 (``Liability of Directors and 
Exchange'') would thus become the heading for proposed Rule 13 and 
the Exchange would not have a Rule 14 in its rulebook.
---------------------------------------------------------------------------

    Proposed Rule 13.1 (Liability of Directors) is based on NYSE Arca 
Rule 14.1 without any substantive differences. Proposed Rule 13.2 
(Liability of the Exchange) is based on NYSE Arca Rule 14.2 without any 
substantive differences.
    Proposed Rule 13.3 (Legal Proceedings Against Directors, Officers, 
Employees, or Agents) would establish requirements relating to legal 
proceedings against directors, officers, employees, agents, or other 
officials of the Exchange. The proposed rule is based on NYSE Arca Rule 
14.3 and NYSE American Rule 13.3E without any substantive differences.
    Proposed Rule 13.4 (Exchange's Costs of Defending Legal 
Proceedings) would establish the circumstances regarding who is 
responsible for the Exchange's costs in defending a legal proceeding 
brought against the Exchange. The proposed rule is based on NYSE Arca 
Rule 14.4 and NYSE American Rule 13.4E without any substantive 
differences.
4. Section 11(a) of the Act
    Section 11(a)(l) of the Act \113\ (``Section 11(a)(1)'') prohibits 
a member of a national securities exchange from effecting transactions 
on that exchange for its own account, the account of an associated 
person, or an account over which it or its associated person exercises 
investment discretion (collectively, ``covered accounts'') unless an 
exception to the prohibition applies. Rule 11a2-2(T) under the Act 
(``Rule 11a2-2(T)''),\114\ known as the ``effect versus execute'' rule, 
provides exchange members with an exemption from the Section 11(a)(l) 
prohibition. Rule 11a2-2(T) permits an exchange member, subject to 
certain conditions, to effect transactions for covered accounts by 
arranging for an unaffiliated member to execute the transactions on the 
exchange. To comply with Rule 11a2-2(T)'s conditions, a member: (i) 
Must transmit the order from off the exchange floor; (ii) may not 
participate in the execution of the transaction once it has been 
transmitted to the member performing the execution (although the member 
may participate in clearing and settling the transaction); (iii) may 
not be affiliated with the executing member; and (iv) with respect to 
an account over which the member or its associated person has 
investment discretion, neither the member nor its associated person may 
retain any compensation in connection with effecting the transaction 
except as provided in the Rule.
---------------------------------------------------------------------------

    \113\ 15 U.S.C. 78k(a)(1).
    \114\ 17 CFR 240.11a2-2(T).
---------------------------------------------------------------------------

    With the proposed re-launch of the Exchange as a fully automated

[[Page 11123]]

electronic trading model that does not have a trading floor, the 
Exchange believes that the policy concerns Congress sought to address 
in Section 11(a)(1)--i.e., the time and place advantage that members on 
exchange trading floors have over non-members off the floor and the 
general public--would not be present. Specifically, on the Pillar 
trading system, buy and sell interest will be matching in a continuous, 
automated fashion. Liquidity will be derived from quotes as well as 
orders to buy and orders to sell submitted to the Exchange 
electronically by ETP Holders from remote locations. The Exchange 
further believes that ETP Holders entering orders into the Exchange 
will satisfy the requirements of Rule 11a2-2(T) under the Act, which 
provides an exception to Section 11(a)'s general prohibition on 
proprietary trading.
    The four conditions imposed by the ``effect versus execute'' rule 
are designed to put members and non-members of an exchange on the same 
footing, to the extent practicable, in light of the purpose of Section 
11(a). For the reasons set forth below, the Exchange believes the 
structure and characteristics of its proposed Pillar trading system do 
not result in disparate treatment of members and non-members and places 
them on the ``same footing'' as intended by Rule 11a2-2(T).
    1. Off-Floor Transmission. Rule 11a2-2(T) requires orders for a 
covered account transaction to be transmitted from off the exchange 
floor. The Commission has considered this and other requirements of the 
rule in the context of automated trading and electronic order handling 
facilities operated by various national securities exchanges in a 1979 
Release \115\ as well as more applications of Rule 11a2-2(T) in 
connection with the approval of the registrations of national 
securities exchanges.\116\ In the context of these automated trading 
systems, the Commission has found that the off-floor transmission 
requirement is met if an order for a covered account is transmitted 
from a remote location directly to an exchange's floor by electronic 
means.\117\ Because the Exchange would not have a physical trading 
floor when it re-launches trading, and like other all electronic 
exchanges, the Exchange's Pillar trading system would receive orders 
from ETP Holders electronically through remote terminals or computer-
to-computer interfaces, the Exchange therefore believes that its 
trading system satisfies the off-floor transmission requirement.
---------------------------------------------------------------------------

    \115\ See Securities Exchange Act Release No. 15533 (January 29, 
1979) (regarding the Amex Post Execution Reporting System, the Amex 
Switching System, the lntermarket Trading System, the Multiple 
Dealer Trading Facility of the Cincinnati Stock Exchange, the PCX's 
Communications and Execution System (``COM EX''), and the Phlx's 
Automated Communications and Execution System (``PACE'')) (``1979 
Release'').
    \116\ Securities Exchange Act Release Nos. 53128 (January 13, 
2006) 71 FR 3550 (January 23, 2006) (File No. 10-13 1) (order 
approving Nasdaq Exchange registration); 58375 (August 18, 2008) 73 
FR 49498 (August 21, 2008) (order approving BATS Exchange 
registration); 61152 (December 10, 2009) 74 FR 66699 (December 16, 
2009) (order approving C2 exchange registration); and 78101 (June 
17, 2016), 81 FR 41142, 41164 (June 23, 2016) (order approving 
Investors Exchange LLC registration).
    \117\ See, e.g., Securities Exchange Act Release Nos. 49068 
(January 13, 2004), 69 FR 2775 (January 20, 2004) (order approving 
the Boston Options Exchange as an options trading facility of the 
Boston Stock Exchange); 44983 (October 25, 2001), 66 FR 55225 
(November 1, 2001) (order approving Archipelago Exchange 
(``ArcaEx'') as electronic trading facility of the Pacific Exchange 
(``PCX'') (``Arca Ex Order'')); 29237 (May 24, 1991), 56 FR 24853 
(May 31, 1991) (regarding NYSE's Off-Hours Trading Facility); 15533 
(January 29, 1979); and 14563 (March 14, 1978), 43 FR 11542 (March 
17, 1978) (regarding the NYSE's Designated Order Turnaround System 
(``1978 Release'')).
---------------------------------------------------------------------------

    2. Non-Participation in Order Execution. The ``effect versus 
execute'' rule further provides that neither the exchange member nor an 
associated person of such member participate in the execution of its 
order. This requirement was originally intended to prevent members from 
using their own brokers on an exchange floor to influence or guide the 
execution of their orders.\118\ The rule, however, does not preclude 
members from cancelling or modifying orders, or from modifying 
instructions for executing orders, after they have been transmitted, 
provided such cancellations or modifications are transmitted from off 
an exchange floor.\119\ In the 1979 Release discussing both the Pacific 
Stock Exchange's COM EX system and the Philadelphia Stock Exchange's 
PACE system, the Commission noted that a member relinquishes any 
ability to influence or guide the execution of its order at the time 
the order is transmitted into the systems, and although the execution 
is automatic, the design of such systems ensures that members do not 
possess any special or unique trading advantages in handling orders 
after transmission to the systems.\120\ The Exchange's Pillar trading 
system would at no time following the submission of an order allow an 
ETP Holder or an associated person of such member to acquire control or 
influence over the result or timing of an order's execution. The 
execution of an ETP Holder's order would be determined solely by what 
quotes and orders are present in the system at the time the member 
submits the order and the order priority based on Exchange rules. 
Therefore, the Exchange believes the non-participation requirement 
would be met through the submission and execution of orders in the 
Exchange's Pillar trading system.
---------------------------------------------------------------------------

    \118\ Id. 1978 Release, supra note 117.
    \119\ Id.
    \120\ 1979 Release, supra note 115.
---------------------------------------------------------------------------

    3. Execution Through an Unaffiliated Member. Although Rule 11a2-
2(T) contemplates having an order executed by an exchange member, 
unaffiliated with the member initiating the order, the Commission has 
recognized the requirement is satisfied where automated exchange 
facilities are used as long as the design of these systems ensures that 
members do not possess any special or unique trading advantages in 
handling their orders after transmitting them to the exchange. In the 
1979 Release, the Commission noted that while there is not an 
independent executing exchange member, the execution of an order is 
automatic once it has been transmitted into the systems. Because the 
design of these systems ensures that members do not possess any special 
or unique trading advantages in handling their orders after 
transmitting them to the exchange, the Commission has stated that 
executions obtained through these systems satisfy the independent 
execution requirement of Rule 11a2-2(T). Because the design of the 
Exchange's Pillar trading system ensures that no ETP Holder has any 
special or unique trading advantages over nonmembers in the handling of 
its orders after transmitting its orders to the Exchange, the Exchange 
believes that its Pillar trading system would satisfy this requirement.
    4. Non-Retention of Compensation for Discretionary Accounts. 
Finally, Rule 11a2-2(T) states, in the case of a transaction effected 
for the account for which the initiating member or its associated 
person exercises investment discretion, in general, the member or its 
associated person may not retain compensation for effecting the 
transaction, unless the person authorized to transact business for the 
account has expressly provided otherwise by written contract referring 
to both Section 11(a) of the Exchange Act and Rule 11a2-2(T). The 
Exchange will advise its membership through the issuance of a 
Regulatory Bulletin that those ETP Holders trading for covered accounts 
over which they exercise investment discretion must comply with this 
condition in order to rely on the exemption in Rule 11a2-2(T) from the 
prohibition in Section 11(a) of the Exchange Act.
    In conclusion, the Exchange believes that its Pillar trading system 
would

[[Page 11124]]

satisfy the four requirements of Rule 11a2-2(T) as well as the general 
policy objectives of Section 11(a). The Exchange's proposed Pillar 
trading system would place all users, members and non-members, on the 
``same footing'' with respect to transactions on the Exchange for 
covered accounts as intended by Rule 11a2-2(T). As such, no Exchange 
ETP Holder would be able to engage in proprietary trading in a manner 
inconsistent with Section 11(a).
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Securities Exchange Act of 1934 (the ``Act''),\121\ in general, and 
furthers the objectives of Section 6(b)(5),\122\ in particular, because 
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.
---------------------------------------------------------------------------

    \121\ 15 U.S.C. 78f(b).
    \122\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Generally, the Exchange believes that the proposed rules would 
support the re-launch of the Exchange as a fully automated cash 
equities trading market with a price-time priority model that is based 
on the rules of its affiliated exchanges, NYSE Arca and NYSE American. 
The Exchange is not proposing any new or novel rules. The proposed rule 
changes relating to trading would therefore remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system because they are based on the approved rules of other exchanges.
    In addition, the Exchange proposes to renumber its current rules 
relating to its ETP Holders, including the membership process described 
in Chapter II of the current rulebook, rules set forth in Chapters III, 
IV, V, VI, and XII of the current rulebook, and the CAT NMS Plan 
Compliance Rules, currently set forth in Chapter XIV of the rulebook. 
The Exchange believes that retaining such rules would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system because ETP Holders would not be required to 
change their internal procedures to be reinstated as ETP Holders of the 
Exchange, thus supporting the efficient re-launch of the Exchange. The 
Exchange further believes that renumbering such rules would remove 
impediments to and perfect the mechanism of a national market system 
because using the rule numbering framework that is based on the rules 
of NYSE Arca and NYSE American would promote transparency in Exchange 
rules by using consistent rule numbers with the rules of its affiliated 
exchanges that are also operating on the Pillar trading platform. The 
Exchange further believes that for proposed Rule 11, retaining sub-
numbering for rules that are in the current rulebook would remove 
impediments to and perfect the mechanism of a free and open market for 
ETP Holders that have internal procedures that reference current 
Exchange rules; the proposed rule numbering would minimize the changes 
required by an ETP Holder to such policies and procedures.
Proposed Changes to the Bylaws
    The Exchange believes that amending the Bylaws to change the name 
of the Appeals Committee to the Committee for Review would remove 
impediments to and perfect the mechanism of a free and open market by 
aligning the name used for the Exchange's committee that presides over 
appeals with the name used by the Exchange's national securities 
exchanges for their committees that play a similar role, ensuring that 
persons subject to the Exchange's jurisdiction, regulators, and the 
investing public can more easily navigate and understand the Bylaws 
and, specifically, the role of the Committee for Review.
    In addition, the Exchange believes that the proposed changes to the 
Bylaws to change the name of the Appeals Committee to the Committee for 
Review would contribute to the orderly operation of the Exchange by 
aligning the name used for the Exchange's committee that presides over 
appeals with the name used by the Exchange's national securities 
exchanges for their committees that play a similar role, and therefore 
would be consistent with Section 6(b)(1) of the Act.\123\ The change to 
the Bylaws would be non-substantive, as the makeup and function of the 
Appeals Committee would not change.
---------------------------------------------------------------------------

    \123\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

Proposed Rules Based on the Rules of the Exchange's Affiliates
Regulation of the Exchange (Rule 0) and Definitions (Rule 1)
    The Exchange believes that proposed Rule 0 would 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 because it would specify the role of FINRA, pursuant to a 
Regulatory Services Agreement, to perform certain regulatory functions 
of the Exchange on behalf of the Exchange.
    The Exchange further believes that proposed Rule 1 would 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 because the proposed definitions are terms that would 
be used in the additional rules proposed by the Exchange. Proposed Rule 
1 would therefore promote transparency in Exchange rules by providing 
for definitional terms that would be used throughout the rulebook.
Administration of the Exchange (Rule 3)
    The Exchange believes that proposed Rule 3 would remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system because it would establish rules relating to the 
organization and administration of the Exchange that are based on the 
approved rules of NYSE Arca, including rules relating to liability for 
non-payment of assessments, dues, or other charges (proposed Rule 3.8), 
Exchange relationships with ETP Holders (proposed Rule 3.9), 
requirements to notify the Exchange of expulsion or suspension 
(proposed Rule 3.10), and requirements for fingerprint-based background 
checks of Exchange employees (proposed Rule 3.11).
Trading Securities on an Unlisted Trading Privileges Basis (Rules 5 and 
8)
    The Exchange believes that proposed Rules 5 and 8 would 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 by providing for the trading of securities, including 
UTP Exchange Traded Products, on the Exchange pursuant to UTP, subject 
to consistent and reasonable standards. Accordingly, the proposed rule 
change would contribute to the protection of investors and the public 
interest because it may provide a better trading environment for 
investors and, generally, encourage greater competition between 
markets.
    The proposal is designed to remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
adopting rules that will lead ultimately to the trading pursuant to UTP 
of the proposed products on the Exchange, just

[[Page 11125]]

as they are currently traded on other exchanges. The proposed changes 
do nothing more than match Exchange rules with what is currently 
available on other exchanges, and more specifically, NYSE American 
Rules 5E and 8E, NYSE Rules 5P and 8P, and NYSE Arca Rules 5 and 8. The 
Exchange believes that by conforming its rules and allowing trading 
opportunities on the Exchange that are already allowed by rule on 
another market, the proposal would offer another venue for trading 
Exchange Traded Products and thereby promote broader competition among 
exchanges. The Exchange believes that individuals and entities 
permitted to make markets on the Exchange in the proposed new products 
should enhance competition within the mechanism of a free and open 
market and a national market system, and customers and other investors 
in the national market system should benefit from more depth and 
liquidity in the market for the proposed new products.
    The proposed change is not designed to address any competitive 
issue, but rather to adopt new rules that are word-for-word identical 
to the rules of NYSE American, NYSE, and NYSE Arca (other than with 
respect to certain non-substantive and technical amendments described 
above), to support the Exchange's new Pillar trading platform. The 
Exchange believes that the proposed rule change would promote 
consistent use of terminology to support the Pillar trading platform on 
both the Exchange and its affiliates, NYSE American, NYSE, and NYSE 
Arca, thus making the Exchange's rules easier to navigate.
    The Exchange believes the proposed rule change also supports the 
principals of Section 11A(a)(1) \124\ of the Act in that it seeks to 
ensure the economically efficient execution of securities transactions 
and fair competition among brokers and dealers and among exchange 
markets. The proposed rule change also supports the principles of 
Section 12(f) of the Act, which govern the trading of securities 
pursuant to a grant of unlisted trading privileges consistent with the 
maintenance of fair and orderly markets, the protection of investors 
and the public interest, and the impact of extending the existing 
markets for such securities.
---------------------------------------------------------------------------

    \124\ 15 U.S.C. 78k-1(a)(1).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is consistent 
with these principles. By providing for the trading of securities on 
the Exchange on a UTP basis, the Exchange believes its proposal will 
lead to the addition of liquidity to the broader market for these 
securities and to increased competition among the existing group of 
liquidity providers. The Exchange also believes that, by so doing, the 
proposed rule change would encourage the additional utilization of, and 
interaction with, the exchange market, and provide market participants 
with improved price discovery, increased liquidity, more competitive 
quotes and greater price improvement for securities traded pursuant to 
UTP.
    The Exchange further believes that enhancing liquidity by trading 
securities on a UTP basis would help raise investors' confidence in the 
fairness of the market, generally, and their transactions in 
particular. As such, the general UTP trading rule would foster 
cooperation and coordination with persons engaged in facilitating 
securities transactions, enhance the mechanism of a free and open 
market, and promote fair and orderly markets in securities on the 
Exchange.
Order Audit Trail Rules (Proposed Rule 6)
    The Exchange believes that moving the CAT NMS Plan Compliance 
Rules, currently set forth in Chapter XIV, to proposed Rule 6.6800 
would remove impediments to and perfect the mechanism of a free and 
open market and a national market system because it would consolidate 
all of the Exchange's order audit trail requirements in a single Rule, 
without any substantive differences to the Compliance Rules, and 
because it would follow the same rule-numbering convention as its 
affiliated exchanges and FINRA.
    The Exchange believes that proposed Rule 6.6900 relating to 
Consolidated Audit Trail--Fee Dispute Resolution would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system because it would harmonize the Exchange's 
rules with the approved rules of other exchanges relating to fee 
dispute resolution under the CAT NMS Plan.\125\ The proposed CAT Fee 
Dispute Resolution Rule would therefore implement, interpret or clarify 
Section 11.5 of the CAT NMS Plan, and is designed to assist the 
Exchange and its Industry Members in meeting regulatory obligations 
pursuant to the Plan.
---------------------------------------------------------------------------

    \125\ See Fee Dispute Approval Order, supra note 88.
---------------------------------------------------------------------------

    Finally, the Exchange believes that the proposed Rule 6.7400 
Series, relating to Order Audit Trail System, would remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system because the proposed rule series is based on the approved 
rules of NYSE Arca, which are based on FINRA's OATS rules. The Exchange 
further believes that the proposed OATS rules would promote just and 
equitable principles of trade as such rules would further promote 
cross-market surveillance and enhance FINRA's ability to conduct 
surveillance and investigations for the Exchange under a Regulatory 
Services Agreement. The Exchange does not believe that adding the OATS 
rules to the Exchange would impose a burden on Exchange ETP Holders 
because with the exception of one Exchange ETP Holder, all former 
Exchange ETP Holders were members of either FINRA, NYSE Arca, or 
Nasdaq, and thus are already subject to OATS requirements under the 
rules of those SROs. The one ETP Holder that is not currently a member 
of FINRA, one of the Exchange's affiliates, or Nasdaq would not be 
subject to ongoing reporting requirements under the proposed OATS 
rules, and therefore it would not be onerous for such ETP Holder to 
comply if OATS information were requested in the course of a regulatory 
inquiry.
Equities Trading Rules (Proposed Rule 7)
    The Exchange believes that proposed Rule 7 would remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system because it would establish rules relating to trading on 
the Exchange, including post-trade requirements, that would support the 
re-launch of Exchange trading as a fully automated trading market with 
a price-time priority trading model. The proposed rules are based on 
the rules of NYSE Arca and NYSE American, as applicable, and include 
rules governing orders and modifiers, ranking and display, execution 
and routing, trading sessions, and market makers. The Exchange believes 
that because it would not be a listing venue, it would be consistent 
with the protection of investors and the public interest not to include 
rules relating to auctions or lead or designated market makers. Other 
than substantive differences to the proposed rules relating to the 
difference that the Exchange would not operate auctions, the Exchange 
is not proposing any novel rules in proposed Rule 7.
Disciplinary Rules (Proposed Rule 10)
    The Exchange believes that the proposed Rule 10 Series would 
provide greater harmonization among SROs resulting in less burdensome 
and more efficient regulatory compliance for common members of the 
Exchange, the

[[Page 11126]]

Exchange's affiliates, and FINRA. As previously noted, the proposed 
rule text is substantially the same as NYSE American's rule text. The 
proposed rule change would enhance the Exchange's ability to have a 
direct and meaningful impact on the end-to-end quality of its 
regulatory program once the Exchange relaunches, from detection and 
investigation of potential violations through the efficient initiation 
and completion of disciplinary measures where appropriate. As such, the 
proposed rule change would foster cooperation and coordination with 
persons engaged in facilitating transactions in securities and would 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
    The Exchange further believes that the proposed processes for 
settling disciplinary matters both before and after the issuance of a 
complaint are fair and reasonable and provides adequate procedural 
protections to all parties in addition to promoting efficiency.
    The Exchange believes that adopting its affiliates' appellate 
procedures, which provide for one level of review rather than two 
levels of review, would be fair and efficient and create consistency 
with its affiliates' practices. The proposed rule change would offer 
the members of Board, other than the CEO, the opportunity to call a 
case for review. This will provide the Board with authority to exercise 
appropriate oversight over disciplinary action taken by the Exchange 
and FINRA on the Exchange's behalf.
    The Exchange notes that adopting the list of minor rule violations 
and associated fine levels based on the rules of its affiliate would 
promote fairness and consistency in the marketplace by harmonizing 
minor rule plan fines across affiliated exchanges for the same conduct. 
The Exchange further believes that adoption of its affiliates' minor 
rule violations is consistent with Section 6(b)(6) of the Act,\126\ 
which provides that members and persons associated with members shall 
be appropriately disciplined for violation of the provisions of the 
rules of the exchange, by expulsion, suspension, limitation of 
activities, functions, and operations, fine, censure, being suspended 
or barred from being associated with a member, or any other fitting 
sanction.
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    \126\ 15 U.S.C. 78f(b)(6).
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Arbitration (Proposed Rule 12)
    The Exchange believes that proposed Rule 12 relating to arbitration 
would remove impediments to and perfect the mechanism of a free and 
open market and a national market system because it would update the 
Exchange's rules governing arbitration to reflect that any such 
arbitrations would be processed by FINRA pursuant to the FINRA Code of 
Arbitration Procedures. The proposed rule is not novel as it is based 
on NYSE Rule 600A and NYSE Arca Rule 12. In addition, the proposed rule 
change would delete obsolete arbitration procedures that are not 
supported by the Exchange. The Exchange believes the proposed rule 
change fosters uniformity and consistency in arbitration proceedings 
and, as a result, would enhance the administration and operation of the 
arbitration process, thereby protecting investors and the public 
interest. The proposed rule change would therefore promote consistency 
among the Exchange and its affiliates and make its rules easier to 
navigate for the public, the Commission, and members.
Liability of Directors and Exchange (Proposed Rule 13)
    The Exchange believes that proposed Rule 13 would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by harmonizing the Exchange's rules governing 
liability of directors, liability of exchange, legal proceedings 
against Exchange directors, officers, employees, or agents, and 
Exchange's costs of defending legal proceedings with the approved rules 
of its affiliated exchanges NYSE Arca and NYSE American. The Exchange 
believes that the proposed rules would further promote just and 
equitable principles of trade by providing for consistent methodology 
relating to liability for trading on affiliated exchanges that would be 
using the same trading platform. The proposed rule change would 
therefore promote consistency among the Exchange and its affiliates and 
make its rules easier to navigate for the public, the Commission, and 
ETP Holders.
Proposed Renumbering of Rules in Chapters II, III, IV, V, VI, and XII
    The Exchange believes that renumbering rules currently set forth in 
Chapters II to Rule 2 and rules currently set forth in Chapters III, 
IV, V, VI, and XII to Rule 11 would remove impediments to and perfect 
the mechanism of a free and open market because the proposed rule set 
would maintain existing rules relating to ETP Holders. The Exchange 
believes that relocating existing rules set forth in Chapters II, III, 
IV, V, VI, and XII to proposed Rules 2 and 11 would remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system because using the rule numbering framework that is based 
on the rules of NYSE Arca would promote transparency in Exchange rules 
by using consistent rule numbers with the equities market of NYSE Arca, 
which is the first market that migrated to the Pillar trading platform. 
In addition, the Exchange believes that the proposed sub-numbers for 
rules set forth in Rule 11, which are identical to the current rule 
numbers for such rules, would remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
providing current ETP Holders, who are familiar with the current 
rulebook, with rule numbers that are consistent with the current 
rulebook for rules that are not changing.
    The Exchange further believes that updating Exchange rules as 
follows would remove impediments to and perfect the mechanism of a free 
and open market and a national market system by harmonizing the 
Exchange's rules with those of other SROs:
     The Exchange believes that the proposed amendment to Rule 
2.5 to update proposed Commentary .01 to add the date February 1, 2017 
would remove impediments to and perfect the mechanism of a free and 
open market and a national market system because it would facilitate 
the efficient reinstatement of Exchange ETP Holders that are in good 
standing pursuant to the Exchange's existing rules, which would support 
the re-launch of trading on the Exchange.
     The Exchange believes that proposed Rule 2.13 (Exchange 
Backup Systems and Mandatory Testing) would remove impediments to and 
perfect the mechanism of a free and open market because it would 
maintain consistency across all exchanges operated by NYSE Group 
regarding mandatory participation in the testing of backup systems. The 
proposed rule is based on NYSE Arca Rule 2.27 and is not novel.
     The Exchange believes that proposed Rule 2.18 (Activity 
Assessment Fee) furthers the objectives of Section 6(b)(4) of the 
Act,\127\ in particular, because it provides for the equitable 
allocation of reasonable dues, fees, and other charges among its 
members, issuers, and other persons using its facilities and does not 
unfairly discriminate between customers, issuers, brokers, or dealers. 
Specifically, proposed Rule 2.18 does not establish a new fee. Rather, 
the proposed rule is based on existing provisions of current 16.1 
relating to ``Regulatory Transaction

[[Page 11127]]

Fees'' without any substantive differences. The Exchange proposes to 
move the rule text to Rule 2.18 to use rule numbering for Pillar that 
is consistent with the Framework Filing, with non-substantive 
differences to use Pillar terminology, and not move obsolete rule text.
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    \127\ 15 U.S.C. 78f(b)(4).
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     The Exchange believes that proposed Rule 11.5.5 
(Prevention of the Misuse of Material, Nonpublic Information), which is 
based on NYSE Arca Rule 11.3 and NYSE American Rule 6.3E and would 
replace current Rule 5.5, would remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
providing for a principles-based approach to prevent the misuse of 
material non-public information. The proposed rule change would 
therefore harmonize the Exchange's rules with those of its affiliated 
exchanges.
     The Exchange believes that proposed Rule 11.12.6 
(Prohibition of Trading Ahead of Customer Orders), which is based on 
NYSE Arca Rule 9.5320, NYSE American 5320--Equities, and NYSE Rule 
5320, and would replace current Rule 12.6 would remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system and is designed to prevent fraudulent and manipulative 
acts and practices because it would promote cross-market surveillance 
and enhance FINRA's ability to conduct surveillance and investigations 
on behalf of the Exchange under a regulatory services agreement.
     The Exchange believes that proposed Rule 11.12.11 
(Disruptive Quoting and Trading Activity Prohibited), which is modeled 
on NYSE American Rule 5220--Equities, NYSE Rule 5220, and NYSE Arca 
Rule 11.21, which in turn are modeled on Commentary .03 to FINRA Rule 
5210, would remove impediments to and perfect the mechanism of a free 
and open market and a national market system by harmonizing the 
Exchange's rules with those of other SROs, including its affiliated 
exchanges. In addition, the Exchange believes that the proposed rule 
change is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, and to 
protect investors and the public interest by providing the Exchange 
with authority to prohibit specified disruptive quoting and trading 
activity on the Exchange. More specifically, the Exchange believes that 
the proposed rule is consistent with the public interest and the 
protection of investors and otherwise furthers the purposes of the Act 
because the proposal strengthens the Exchange's ability to carry out 
its oversight and enforcement responsibilities as an SRO in cases where 
awaiting the conclusion of a full disciplinary proceeding is unsuitable 
in view of the potential harm to other member organization and their 
customers. The Exchange notes that if this type of conduct is allowed 
to continue on the Exchange, the Exchange's reputation could be harmed 
because it may appear to the public that the Exchange is not acting to 
address the behavior. The proposed expedited process would enable the 
Exchange to address the behavior with greater speed. For the same 
reasons, the Exchange believes that the proposal is consistent with 
Sections 6(b)(1) and 6(b)(6) of the Act,\128\ which require that the 
rules of an exchange enforce compliance with, and provide appropriate 
discipline for, violations of the Commission and Exchange rules.
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    \128\ 15 U.S.C. 78f(b)(5).
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Section 11(a) of the Act
    For reasons described above, the Exchange believes that the 
proposal for the Exchange to operate on a fully automated trading 
market without a Floor is consistent with Section 11(a) of the Act and 
Rule 11a2-2(T) thereunder.

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 Act. The proposed rule change is 
not designed to address any competitive issues but rather to provide 
for rules to support the re-launch of trading on the Exchange on the 
Pillar trading platform and to renumber current rules relating to ETP 
Holders consistent with the Framework Filing, but also maintaining 
current rule numbers as part of a sub-numbering scheme for rules that 
are not changing. The Exchange operates in a highly competitive 
environment in which its unaffiliated exchanges competitors operate 
multiple affiliated exchanges that operate under common rules. By 
proposing rules based on the rules of its affiliated exchanges, the 
Exchange believes that it will be able to compete on a more level 
playing field with its exchange competitors that similarly trade NMS 
Stocks on fully automated trading models. In addition, by basing its 
rules on those of its affiliated exchanges, the Exchange will provide 
its ETP Holders with consistency across affiliated exchanges, thereby 
enabling the Exchange to compete with unaffiliated exchange competitors 
that similarly operate multiple exchanges on the same trading 
platforms.
    In addition, the Exchange does not believe that the proposed rule 
change will impose any burden on competition on its ETP Holders that is 
not necessary or appropriate in furtherance of the purposes of the Act 
because the Exchange proposes to retain rules governing ETP Holder 
conduct and therefore such ETP Holders would not need to update 
internal procedures in connection with the re-launch of the Exchange. 
To the extent the Exchange has proposed non-trading rules based on 
those of its affiliates, e.g., OATS rules, disciplinary rules, and 
certain conduct rules, the Exchange believes that because all but one 
of its former ETP Holders are already members of FINRA, an affiliated 
exchange, or Nasdaq, Exchange ETP Holders are already familiar with 
such rules in connection with their membership on those SROs. Moreover, 
these proposed rules would provide for greater harmonization among SROs 
of the rules for investigations and disciplinary matters, resulting in 
less burdensome and more efficient regulatory compliance for common 
members and facilitating the Exchange's performance of its regulatory 
functions. The Exchange further believes that the proposed rule change 
would promote consistency and transparency on both the Exchange and its 
affiliated exchanges, thus making the Exchange's rules easier to 
navigate.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and

[[Page 11128]]

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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSENAT-2018-02 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSENAT-2018-02. 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 (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSENAT-2018-02 and should be submitted 
on or before April 3, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\129\
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    \129\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-04962 Filed 3-12-18; 8:45 am]
 BILLING CODE 8011-01-P


