[Federal Register Volume 81, Number 135 (Thursday, July 14, 2016)]
[Notices]
[Pages 45580-45589]
[FR Doc No: 2016-16605]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78263; File No. SR-NYSE-2016-44]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Allowing the Exchange To Trade
Pursuant to Unlisted Trading Privileges for Any NMS Stock Listed on
Another National Securities Exchange; Establishing Listing and Trading
Requirements for Exchange Traded Products; and Adopting New Equity
Trading Rules Relating to Trading Halts of Securities Traded Pursuant
to UTP on the Pillar Platform

July 8, 2016.
    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 June 30, 2016, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to (1) allow the Exchange to trade pursuant
to unlisted trading privileges (``UTP'') for any NMS Stock \4\ listed
on another national securities exchange; (2) establish listing and
trading requirements for exchange traded products (``ETPs''); and (3)
adopt new equity trading rules relating to trading halts of securities
traded pursuant to UTP on the Pillar platform. The proposed rule change
is available on the Exchange's Web site at www.nyse.com, at the
principal office of the Exchange, and at the Commission's Public
Reference Room.
---------------------------------------------------------------------------

    \4\ NMS Stock is defined in Rule 600 of Regulation NMS, 17 CFR
242.600(b)(47).
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is proposing new rules to trade all Tape B and Tape C
symbols, on a UTP basis, on its new trading platform, Pillar.\5\ The
Exchange does not currently trade any securities on a UTP basis.
---------------------------------------------------------------------------

    \5\ On January 29, 2015, the Exchange announced the
implementation of 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'') and NYSE MKT LLC (``NYSE
MKT''). See Trader Update dated January 29, 2015, available here:
http://www1.nyse.com/pdfs/Pillar_Trader_Update_Jan_2015.pdf.
---------------------------------------------------------------------------

    In addition, the Exchange is proposing rules for the listing and
trading of the following types of Exchange Traded Products: \6\
---------------------------------------------------------------------------

    \6\ The Exchange is proposing to 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
Securities Exchange Act of 1934. See proposed Rule 1.1(bbb). This
proposed definition is identical to the definition of ``Derivatives
Securities Product'' in NYSE Arca Equities Rule 1.1(bbb).
---------------------------------------------------------------------------

     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 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.
    The Exchange's proposed rules for these products are substantially
identical (other than with respects[sic]

to certain non-substantive and technical amendments described below) as
the rules of NYSE Arca Equities for the qualification, listing and
trading of such products.\7\
---------------------------------------------------------------------------

    \7\ See NYSE Arca Equities Rules 5 (Listings) and 8 (Trading of
Certain Equities Derivatives).
---------------------------------------------------------------------------

    The Exchange's approach in this filing is the same as the approach
of (1) BATS BYX Exchange, Inc. f/k/a BATS Y-Exchange, Inc. (``BYX''),
which filed a proposed rule change with the Commission to conform its
rules to the rules of its affiliate, Bats BZX Exchange, Inc. f/k/a BATS
Exchange, Inc. (``BATS''),\8\ (2) NASDAQ Stock Market LLC, which filed
a proposed rule change with the Commission to amend its rules regarding
Portfolio Depository Receipts and Index Fund Shares to conform to the
rules of NYSE Arca,\9\ and (3) American Stock Exchange LLC (``Amex''),
which filed a proposed rule change with the Commission to copy all of
the relevant rules of Amex in their entirety (other than with
respects[sic] to certain non-substantive and technical changes) for
adoption by its new trading platform for equity products and exchange
traded funds--AEMI.\10\
---------------------------------------------------------------------------

    \8\ See, Securities Exchange Act Release No. 63097 (October 13,
2010), 75 FR 64767 (October 20, 2010) (SR-BYX-2010-002).
    \9\ See, Securities Exchange Act Release No. 69928 (July 3,
2013), 78 FR 41489 (July 10, 2013) (SR-NASDAQ-2013-094).
    \10\ See, Securities Exchange Act Release No. 54552 (September
29, 2006), 71 FR 59546 (October 10, 2006) (SR-Amex-2005-104) and
Securities Exchange Act Release No. 54145 (July 14, 2006), 71 FR
41654 (July 21, 2006) (SR-Amex-2005-104).
---------------------------------------------------------------------------

    The Exchange's only trading pursuant to UTP will be on the Pillar
platform; it will not trade securities pursuant to UTP on its current
platform. Further, at this time, the Exchange does not intend to list
ETPs on its Pillar platform and will only trade ETPs on the Pillar
platform pursuant to UTP. Therefore, the Exchange is only proposing ETP
rules in this rule filing that would apply to the Pillar platform, and
the Exchange is not proposing to change any of the current rules of the
Exchange pertaining to the listing and trading of ETPs in the NYSE
Listed Company Manual \11\ or in its other rules.
---------------------------------------------------------------------------

    \11\ NYSE Listed Company Manual, http://nysemanual.nyse.com/LCM/Sections/.
---------------------------------------------------------------------------

    In accordance with the rule numbering framework adopted by the
Exchange in the Pillar Framework Filing,\12\ each rule proposed herein
would have the same rule numbers as the NYSE Arca Equities rules with
which it conforms.
---------------------------------------------------------------------------

    \12\ See, Securities Exchange Act Release No. 76803 (December
30, 2015), 81 FR 536 (January 6, 2016) (SR-NYSE-2015-67) (``Pillar
Framework Filing''). The Exchange is using the same rule numbering
framework as the NYSE Arca Equities rules and would consist of
proposed Rules 1P-13P. Rules 1P-13P would be operative for
securities that are trading on the Pillar trading platform.
---------------------------------------------------------------------------

    Finally, in the Pillar Framework Filing, the Exchange adopted rules
grouped under proposed Rule 7P relating to equities trading.\13\ The
Exchange now proposes Rule 7.18 under Rule 7P relating to trading halts
of securities traded pursuant to UTP on the Pillar platform. The
Exchange's proposed Rule 7.18 is substantially identical (other than
with respects[sic] to certain non-substantive and technical amendments
described below) as NYSE Arca Equities Rule 7.18P.\14\
---------------------------------------------------------------------------

    \13\ The Pillar Framework Filing added Rules 7.5 and 7.6 for
trading on the Pillar platform. Since trading on the Pillar platform
will be under these new rules, the Exchange specified in the Pillar
Framework Filing that current Exchange Rule 7 would not be
applicable to trading on the Pillar trading platform. In addition,
the Exchange added Rules 7.1-Rule 7.44 on a ``Reserved'' basis,
grouped under Rule 7P relating to equities trading on the Pillar
platform. Id.
    \14\ See, NYSE Arca Equities Rule 7.18P. See, also, Securities
Exchange Act Release No. 75467 (July 16, 2015), 80 FR 43515 (July
22, 2015) (SR-NYSEArca-2015-58), as amended by Amendment No. 1;
Securities Exchange Act Release No. 76198A[sic] (October 20, 2015),
80 FR 65274 (October 26, 2015) (SR-NYSEArca-2015-58).
---------------------------------------------------------------------------

Proposal To Trade Securities Pursuant to UTP
    The Exchange is proposing new Rule 5.1(a) to establish rules
regarding the extension of UTP securities listed on other national
securities exchanges. The Exchange currently only trades securities for
which it is the listing exchange and that qualify under the
requirements for listing set forth in its Listed Company Manual. As
proposed, the first sentence of new Rule 5.1(a) would allow the
Exchange to trade securities eligible for UTP under Section 12(f) of
the Exchange Act.\15\ This proposed text is identical to Rules 14.1 of
both BYX and EDGA Exchange, Inc. (``EDGA'').
---------------------------------------------------------------------------

    \15\ Section 12(f) of the Exchange Act. 15 U.S.C. 78l(f).
---------------------------------------------------------------------------

    Proposed Rule 5.1(a) would adopt rules reflecting requirements for
trading products on the Exchange pursuant to UTP that have been
established in various new product proposals previously approved by the
Commission.\16\ In addition, proposed Rule 5.1(a) would state that the
securities the Exchange trades pursuant to UTP would be traded on the
new Pillar trading platform under the rules applicable to such
trading.\17\ Accordingly, the Exchange would not trade UTP securities
until its trading rules for the Pillar platform are effective.
---------------------------------------------------------------------------

    \16\ See, NYSE Arca Equities Rule 5.1(a)(1) and Securities
Exchange Act Release No. 67066 (May 29, 2012), 77 FR 33010 (June 4,
2012) (SR-NYSEArca-2012-46); BATS Rule 14.11 and Securities Exchange
Act Release No. 58623 (September 23, 2008), 73 FR 57169 (October 1,
2008) (SR-BATS-2008-004); National Stock Exchange, Inc. (``NSX'')
Rule 15.9 and Securities Exchange Act Release No. 57448 (March 6,
2008), 73 FR 13597 (March 13, 2008) (SR-NSX-2008-05); NASDAQ OMX
PHLX LLC (``Phlx'') Phlx Rule 803(o) and Securities Exchange Act
Release No. 57806 (May 9, 2008), 73 FR 28541 (May 16, 2008) (SR-
Phlx2008-34); International Securities Exchange, LLC (``ISE'') ISE
Rule 2101 and Securities Exchange Act Release No. 57387 (February
27, 2008), 73 FR 11965 (March 5, 2008) (SR-ISE-2007-99).
    \17\ See, Securities Exchange Act Release No. 76803 (December
30, 2015), 81 FR 536 (January 6, 2016) (SR-NYSE-2015-67). In this
filing, the Exchange established the same rule numbering framework
as the NYSE Arca Equities rules and would consist of proposed Rules
1P-13P. The Exchange explained in this filing that Rules 1P-13P
would be operative for securities that are trading on the Pillar
trading platform.
---------------------------------------------------------------------------

    Finally, proposed Rule 5.1(a)(1) would make clear that the Exchange
would not list any ETPs, unless it filed a proposed rule change under
Section 19(b)(2) \18\ under the Act. Therefore, the provisions of
proposed Rules 5P and 8P described below, which permit the listing of
ETPs, 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 would require
the Exchange to adopt rules relating to the independence of
compensation committees and their advisors.\19\
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78s(b)(2).
    \19\ 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).
---------------------------------------------------------------------------

UTP of Exchange Traded Products
    The Exchange proposes Rule 5.1(a)(2) to specifically govern trading
of ETPs pursuant to UTP. Specifically, the requirements in
subparagraphs (A)-(F) of proposed Rule 5.1(a)(2) would apply to ETPs
traded pursuant to UTP on the Exchange.
    Under proposed Rule 5.1(a)(2)(A), the Exchange would file a Form
19b-4(e) with the Commission with respect to each ETP \20\ the Exchange
trades

pursuant to UTP within five days after commencement of trading.
---------------------------------------------------------------------------

    \20\ 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.
---------------------------------------------------------------------------

    The Exchange proposes Supplementary Material .01 to Rule 5.1(a) to
allow the Exchange to trade, pursuant to UTP, any ETP that (1) was
originally listed on another registered national securities exchange
(``Other SRO'') and continues to be listed on such Other SRO; and (2)
satisfies the Exchange's continued listing criteria that are applicable
to the product class that would include such ETP. For the purposes of
Supplementary Material .01 to proposed Rule 5.1(a), the term ``Exchange
Traded Product'' would include securities described in proposed Rules
5.2(j)(2) (Equity Linked Notes); 5.2(j)(3) (Investment Company Units);
5.2(j)(4) (Index-Linked Exchangeable Notes); 5.2(j)(6) (Equity Index-
Linked Securities, Commodity-Linked Securities, Currency-Linked
Securities, Fixed Income Index-Linked Securities, Futures-Linked
Securities and Multifactor Index-Linked Securities); 8.100 (Portfolio
Depositary Receipts); and Supplementary Material .01 to Rule 8.200
(Trust Issued Receipts).
    In addition, proposed Rule 5.1(a)(2)(B) would provide that the
Exchange will distribute an information circular prior to the
commencement of trading in such an ETP that generally would include the
same information as the information circular provided by the listing
exchange, including (a) the special risks of trading the ETP, (b) the
Exchange's rules that will apply to the ETP, including Rules 2090 and
2111,\21\ and (c) information about the dissemination of value of the
underlying assets or indices.
---------------------------------------------------------------------------

    \21\ See, Rule 2090 (the Exchange's Know Your Customer Rule) and
Rule 2111 (the Exchange's Suitability Rule). See, also, SR-NYSE-
2016-33.
---------------------------------------------------------------------------

    Under proposed Rule 5.1(a)(2)(D), the Exchange would halt trading
in a UTP Exchange Traded Product in certain circumstances.
Specifically, if a temporary interruption occurs in the calculation or
wide dissemination of the intraday indicative value (or similar value)
or the value of the underlying index or instrument and the listing
market halts trading in the product, the Exchange, upon notification by
the listing market of such halt due to such temporary interruption,
also would immediately halt trading in that product on the Exchange. If
the intraday indicative value (or similar value) or the value of the
underlying index or instrument continues not to be calculated or widely
available as of the commencement of trading on the Exchange on the next
business day, the Exchange would not commence trading of the product
that day. If an interruption in the calculation or wide dissemination
of the intraday indicative value (or similar value) or the value of the
underlying index or instrument continues, the Exchange could resume
trading in the product only if calculation and wide dissemination of
the intraday indicative value (or similar value) or the value of the
underlying index or instrument resumes or trading in such series
resumes in the listing market. The Exchange also would halt trading in
a UTP Exchange Traded Product listed on the Exchange for which a net
asset value (and in the case of managed fund shares or actively managed
exchange-traded funds, a ``disclosed portfolio'') is disseminated if
the Exchange became aware that the net asset value or, if applicable,
the disclosed portfolio was not being disseminated to all market
participants at the same time. The Exchange would maintain the trading
halt until such time as the Exchange became aware that the net asset
value and, if applicable, the disclosed portfolio was available to all
market participants.
    Finally, the Exchange represents that its surveillance procedures
for ETPs 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 member organizations that have customers that trade
UTP Exchange Traded Products:
     Prospectus Delivery Requirements. Proposed Rule
5.1(a)(2)(C)(i) would remind member organizations that they are subject
to the prospectus delivery requirements under the Securities Act of
1933, as amended (the ``Securities Act''), unless the ETP 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. Member organizations would also be required
to provide a prospectus to a customer requesting a prospectus.\22\
---------------------------------------------------------------------------

    \22\ Proposed Rule 5.1(a)(2)(C)(iii).
---------------------------------------------------------------------------

     Written Description of Terms and Conditions. Proposed Rule
5.1(a)(2)(C)(ii) would require member organizations 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 member organization registered
as a market maker in an ETP 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
a member organization 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 member organization acting as registered
market maker may have or over which it may exercise investment
discretion.\23\ If an account in which a member organization 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, a
member organization acting as registered market maker in the ETP would
be 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.
---------------------------------------------------------------------------

    \23\ 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 Requirements for Exchange Traded Products
Definitions & Terms of Use
    The Exchange proposes to define the term ``exchange traded
product'' in Rule

1.1(bbb). Proposed Rule 1.1(bbb) 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 Securities
Exchange Act of 1934 and a ``UTP Exchange Traded Product'' to mean an
Exchange Traded Product that trades on the Exchange pursuant to
unlisted trading privileges.\24\ The Exchange proposes to use the term
Exchange Traded Product instead of ``derivative securities product,''
because it believes that the term ``Exchange Traded Product'' more
accurately describes the types of products the Exchange proposes to
trade and is less likely to confuse investors by using a term that
implies such products are futures or options related.
---------------------------------------------------------------------------

    \24\ This proposed definition is identical to the definition of
``Derivative Securities Product'' in NYSE Arca Equities Rule
1.1(bbb).
---------------------------------------------------------------------------

    Next, the Exchange proposes to add the definitions contained in
NYSE Arca Equities Rule 5.1(b) that are relevant to the ETP listing and
trading rules the Exchange proposes in this filing, which are described
below. To maintain consistency in rule references between the
Exchange's proposed rules and NYSE Arca Equities' rules, the Exchange
proposes to Reserve subparagraphs to the extent it is not now proposing
certain definitions from NYSE Arca Equities Rule 5.1(b).\25\ Other than
a non-substantive difference to use the term ``Exchange'' instead of
``Corporation,'' ``NYSE Arca Marketplace,'' or ``NYSE Arca Parent,''
the terms defined in this proposed Rule 5.1(b) would have the identical
meanings to the terms used in NYSE Arca Equities Rule 5.1(b).
---------------------------------------------------------------------------

    \25\ The Exchange is proposing to Reserve paragraphs (b)(3),
(b)(7), (b)(8), (b)(10), (b)(17) and (b)(19) of proposed Rule
5.1(b), because the terms used in the parallel provisions of the
NYSE Arca Equities rules would not be used in the listing and
trading requirements for ETPs that the Exchange is proposing in this
filing.
---------------------------------------------------------------------------

    Finally, the Exchange proposes to make the following substitutions
in its proposed rules for terms used in the NYSE Arca Equities ETP
listing and trading rules (collectively, the ``General Definitional
Term Changes''):
     Because the Exchange uses the term ``Supplementary
Material'' to refer to commentaries to its Rules, the Exchange proposes
to substitute this term where ``Commentary'' is used in the rules of
NYSE Arca Equities;
     Because the Exchange tends to use the term ``will'' to
impose obligations or duties on its members and member organizations,
the Exchange proposes to substitute this term where ``shall'' is used
in the rules of NYSE Arca Equities;
     Because members of the Exchange, as defined in Rule 2, are
referred to as ``member organizations'' under the Exchange's rules, the
Exchange proposes to substitute this term where ``ETP Holder'' \26\ is
used in the rules of NYSE Arca Equities;
---------------------------------------------------------------------------

    \26\ The term ``member,'' when used with respect to a national
securities exchange, is defined in Section 3(a)(3)(A) of the Act to
mean any registered broker or dealer with which such a natural
person is associated. NYSE Arca Equities Rule 1.1(m) defines ``ETP''
as an Equity Trading Permit issued by the Corporation for effecting
approved securities transactions on the Corporation's Trading
Facilities. See, also, NYSE Arca Equities Rule 1.1(n).
---------------------------------------------------------------------------

     The Exchange proposes to use the term ``Exchange'' \27\
instead of ``Corporation,'' ``NYSE Arca Marketplace,'' or ``NYSE Arca
Parent;''
---------------------------------------------------------------------------

    \27\ Under Rule 1, the term ``the Exchange,'' when used with
reference to the administration of any rule, means the New York
Stock Exchange LLC or the officer, employee, person, entity or
committee to whom appropriate authority to administer such rule has
been delegated by the Exchange.
---------------------------------------------------------------------------

     The Exchange is proposing to substitute in its proposed
rules the phrase ``member organization registered as a market maker on
the Exchange'' for the term ``Market Maker,'' \28\ as defined in the
rules of NYSE Arca Equities;
---------------------------------------------------------------------------

    \28\ NYSE Arca Equities Rule 1.1(v) defines ``Market Maker'' as
an ETP Holder that acts as a market maker pursuant to NYSE Arca
Equities Rule 7 (Equities Trading).
---------------------------------------------------------------------------

     Because the Exchange's hours for business are described in
Rule 51 and the Exchange's rules do not use a defined term to refer to
such hours, the Exchange is proposing to refer to its core trading
hours as the ``Exchange's normal trading hours,'' and substitute this
phrase for ``Core Trading Session'' and ``Core Trading Hours,'' as
defined in the rules of NYSE Arca Equities;
     Because the Exchange's rules pertaining to trading halts
due to extraordinary market volatility are described in Rule 80B, the
Exchange is proposing to refer to Rule 80B in its proposed rules
wherever NYSE Arca Equities Rule 7.12 \29\ is referenced in the rules
of NYSE Arca Equities proposed in this filing;
---------------------------------------------------------------------------

    \29\ Exchange Rule 80B is substantially identical to NYSE Arca
Equities Rule 7.12, which pertains to Trading Halts Due to
Extraordinary Market Volatility.
---------------------------------------------------------------------------

     Because the Exchange's rules pertaining to the mechanics
of the limit-up-limit down plan as it relates to trading pauses in
individual securities due to extraordinary market volatility are
described in Rule 80C, the Exchange is proposing to refer to Rule 80C
in its proposed rules wherever NYSE Arca Equities Rule 7.11P \30\ is
referenced in the rules of NYSE Arca Equities proposed in this filing;
and
---------------------------------------------------------------------------

    \30\ Exchange Rule 80C is substantially identical to NYSE Arca
Equities Rule 7.11P, which pertains to the Limit Up-Limit Down Plan
and Trading Pauses In Individual Securities Due to Extraordinary
Market Volatility.
---------------------------------------------------------------------------

     Because NYSE Arca Equities Rule 7.18P \31\ establishes the
requirements for trading halts in securities traded on the Pillar
trading platform, and the Exchange is proposing new Rule 7.18 in this
filing, based on NYSE Arca Equities Rule 7.18P, the Exchange is
proposing to refer to Rule 7.18 in its proposed rules wherever NYSE
Arca Equities Rule 7.34 is referenced in the rules of NYSE Arca
Equities proposed in this filing.
---------------------------------------------------------------------------

    \31\ See supra note 14.
---------------------------------------------------------------------------

Listing and Trading Requirements for ETPs
    If an exchange has approved trading rules, procedures and listing
standards in place that have been approved by the Commission for the
product class that would include a new derivative securities product,
the listing and trading of such ``new derivative securities product,''
does not require a proposed rule change under Section 19b-4 of the Act.
The Exchange would, however, have to file a Form 19b-4(e) with the
Commission to trade these ETPs. For this purpose, the Exchange is
proposing substantially identical rules to those of NYSE Arca Equities
for the qualification, listing and delisting of companies on the
Exchange applicable to the ETPs.\32\
---------------------------------------------------------------------------

    \32\ Each proposed NYSE Rule corresponds to the same rule number
as the NYSE Arca Equities rules with which it conforms.
---------------------------------------------------------------------------

Proposed Rule 5P--Securities Traded
    The Exchange proposes to add Rules 5.2(j)(2)-(j)(7), which would be
substantially identical to NYSE Arca Equities Rules 5.2(j)(2)-(j)(7).
These proposed rules would permit the Exchange to trade pursuant to UTP
the following:
     Equity Linked Notes that meet the listing and trading
requirements in proposed Rule 5.2(j)(2);
     Investment Company Units that meet the listing and trading
requirements in proposed Rule 5.2(j)(3);
     Index-Linked Exchangeable Notes that meet the listing and
trading requirements in proposed Rule 5.2(j)(4);
     Equity Gold Shares that meet the listing and trading
requirements 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 listing and trading requirements in proposed
Rule 5.2(j)(6); and

     Trust Certificates that meet the listing and trading
requirements in proposed Rule 5.2(j)(7).
    The text of these proposed rules is identical to NYSE Arca Equities
Rules 5.2(j)(2)-5.2(j)(7), other than certain non-substantive and
technical differences explained below.
    The Exchange proposes to Reserve paragraphs 5.2(a)-(i) \33\ and
(j)(1),\34\ to maintain the same rule numbers as the NYSE Arca rules
with which it conforms.
---------------------------------------------------------------------------

    \33\ NYSE Arca Equities Rules 5.2(a) pertains to applications
for admitting securities to list on NYSE Arca and NYSE Arca Equities
Rule 5.2(b) pertains to NYSE Arca's unique two-tier listing
structure. As these rules pertain to specific listing criteria for
NYSE Arca and not trading ETPs pursuant to UTP, the Exchange is not
proposing similar rules.
    Because NYSE Arca Equities Rules 5.2(c)-(g) relate to listing
standards for securities that are not ETPs, the Exchange's listing
rules contained in the NYSE Listed Company Manual would apply and it
is not proposing rule changes related to such securities.
    Finally, NYSE Arca Equities Rule 5.2(h) pertains to Unit
Investment Trusts (``UITs''). The Exchange proposes to trade any
UITs pursuant to UTP under proposed Rule 5.2(j)(3) (Investment
Company Units) or proposed Rule 8.100 (Portfolio Depository
Receipts).
    \34\ NYSE Arca Equities Rule 5.2(j)(1) pertains to ``Other
Securities'' that are not otherwise covered by the requirements
contained in the other listing rules of NYSE Arca Equities. As the
Exchange is proposing only the rules that are necessary for the
Exchange to trade ETPs pursuant to UTP, the Exchange is not
proposing a rule comparable to NYSE Arca Equities 5.2(j)(1).
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(2)--Equity Linked Notes (``ELNs'')
    The Exchange is proposing Rule 5.2(j)(2) to provide listing and
trading requirements for ELNs, so that they may be traded on the
Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above, there are no differences between this proposed rule
and NYSE Arca Equities Rule 5.2(j)(2).\35\
---------------------------------------------------------------------------

    \35\ See, NYSE Arca Equities Rule 5.2(j)(2). See, also,
Securities Exchange Act Release No. 50319 (September 7, 2004), 69 FR
55204 (September 13, 2004) (SR-PCX-2004-75); Securities Exchange Act
Release No. 56924 (December 7, 2007), 72 FR 70918 (December 13,
2007) (SR-NYSEArca-2007-98); Securities Exchange Act Release No.
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 is proposing Rule 5.2(j)(3) to provide listing and
trading requirements for investment company units, so that they may be
traded on the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above, there are no differences between this proposed rule
and NYSE Arca Equities Rule 5.2(j)(3).\36\
---------------------------------------------------------------------------

    \36\ See, NYSE Arca Equities Rule 5.2(j)(3). See, also,
Securities Exchange Act Release No. 44551 (July 12, 2001), 66 FR
37716 (July 19, 2001) (SR-PCX-2001-14); Securities Exchange Act
Release No. 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 is proposing Rule 5.2(j)(4) to provide listing and
trading requirements for 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 changes
between this proposed rule and NYSE Arca Equities Rule 5.2(j)(4): \37\
---------------------------------------------------------------------------

    \37\ See NYSE Arca Equities Rule 5.2(j)(4). See, also,
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 Arca
Equities Rule 5.2(j)(4), an index-linked exchangeable note and its
issuer must meet the criteria in NYSE Arca Equities Rule 5.2(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 the Exchange does not have and is not proposing a rule for
``Other Securities'' comparable to NYSE Arca Rule 5.2(j)(1), the
Exchange proposes to reference NYSE Arca Equities Rule 5.1(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.\38\
---------------------------------------------------------------------------

    \38\ 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.
---------------------------------------------------------------------------

     To qualify for listing and trading under NYSE Arca
Equities Rule 5.2(j)(4), an index to which an exchangeable note is
linked and its underlying securities must meet (i) the procedures in
NYSE Arca Options Rules 5.13(b)-(c); or (ii) the criteria set forth in
subsections (C) and (D) of NYSE Arca Equities Rule 5.2(j)(2), the index
concentration limits set forth in NYSE Arca Options Rule 5.13(b)(6),
and Rule 5.13(b)(12) insofar as it relates to Rule 5.13(b)(6).\39\
Because the Exchange does not have and is not proposing a rule for
listing of index option contracts comparable to NYSE Arca Options Rule
5.13, the Exchange proposes to reference NYSE Arca Options Rule 5.13 in
paragraph (d) of proposed Rule 5.2(j)(4).\40\ The Exchange would apply
the criteria set forth in NYSE Arca Options Rule 5.13 in determining
whether an index underlying an index-linked exchangeable note satisfies
the requirements of Rule 5.2(j)(4)(d).
---------------------------------------------------------------------------

    \39\ NYSE Arca Options Rule 5.13 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.
    \40\ See supra note 38.
---------------------------------------------------------------------------

     Correction of a typographical error in NYSE Arca Equities
Rule 5.2(j)(4)(f)((iii), so that proposed Rule 5.2(j)(4)(f)((iii) reads
``further dealings on the Exchange,'' rather than ``further dealings of
the Exchange,'' as is currently drafted in NYSE Arca Equities Rule
5.2(j)(4)(f)(iii).
Proposed Rule 5.2(j)(5)--Equity Gold Shares
    The Exchange is proposing Rule 5.2(j)(5) to provide listing and
trading requirements for equity gold shares, so that they may be traded
on the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above, there are no differences between this proposed rule
and NYSE Arca Equities Rule 5.2(j)(5).\41\
---------------------------------------------------------------------------

    \41\ See, NYSE Arca Equities Rule 5.2(j)(5); See, also,
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 Listing Standards
    The Exchange is proposing Rule 5.2(j)(6) to provide listing and
trading requirements for 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 Exchange is proposing the following non-substantive changes
between this proposed rule and NYSE Arca Equities Rule 5.2(j)(6): \42\
---------------------------------------------------------------------------

    \42\ See, NYSE Arca Equities Rule 5.2(j)(6); See, also,
Securities Exchange Act Release No. 54231 (July 27, 2006), 71 FR
44339 (August 4, 2006) (SR-NYSEArca-2006-19); Securities Exchange
Act Release No. 59332 (January 30, 2009), 74 FR 6338 (February 6,
2009) (SR-NYSEArca-2008-136); Securities Exchange Act Release No.
52204 (August 3, 2005), 70 FR 46559 (August 10, 2005) (SR-PCX-2005-
63).
---------------------------------------------------------------------------

     To qualify for listing and trading under NYSE Arca
Equities Rule 5.2(j)(6), both the issue and issuer of an index-linked
security must meet the criteria in NYSE Arca Equities Rule 5.2(j)(1)
(Other Securities), with certain specified exceptions. Because the
Exchange does not have and is not proposing a rule for

``Other Securities'' comparable to NYSE Arca Rule 5.1(j)(1), the
Exchange proposes to reference NYSE Arca Equities Rule 5.1(j)(1) in
proposed Rule 5.2(j)(6)(A)(a) establishing the criteria that an issue
and issuer must satisfy.\43\
---------------------------------------------------------------------------

    \43\ See supra note 38.
---------------------------------------------------------------------------

     The listing standards for Equity Index-Linked Securities
in NYSE Arca Equities Rule 5.2(j)(6) reference NYSE Arca Options Rule
5.3 \44\ 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 have and is not proposing a
rule comparable to NYSE Arca Options Rule 5.3, the Exchange proposes to
reference to NYSE Arca Options Rule 5.3 \45\ in paragraph
(B)(I)(1)(b)(2)(iv) of proposed Rule 5.2(j)(6) establishing the initial
listing criteria that an index must meet.\46\
---------------------------------------------------------------------------

    \44\ NYSE Arca Options Rule 5.3 establishes the criteria for
underlying securities of put and call option contracts listed and
traded on NYSE Arca.
    \45\ NYSE Arca Equities Rule 5.2(j)(6)(B)(I)(1)(b)(2)(iv)
references ``Rule 5.3,'' but is not clear as to whether the
reference is to the rules of NYSE Arca Equities or the rules of NYSE
Arca Options. The Exchange proposes to specify in its rule that the
reference is to NYSE Arca Options Rule 5.3.
    \46\ See supra note 38.
---------------------------------------------------------------------------

Proposed Rule 5.2(j)(7)--Trust Certificates
    The Exchange is proposing Rule 5.2(j)(7) to provide listing and
trading requirements for trust certificates, 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 change
between this proposed rule and NYSE Arca Equities Rule 5.2(j)(7): \47\
---------------------------------------------------------------------------

    \47\ See, NYSE Arca Equities Rule 5.2(j)(7); See, also,
Securities Exchange Act Release No. 59051 (December 4, 2008), 73 FR
75155 (December 10, 2008) (SR-NYSEArca-2008-123); Securities
Exchange Act Release No. 58920 (November 7, 2008), 73 FR 68479
(November 18, 2008) (SR-NYSEArca-2008-123).
---------------------------------------------------------------------------

     Commentary .08 to NYSE Arca Equities Rule 5.2(j)(7)
contains a cross-reference to NYSE Arca Rule 9.2.\48\ Because the
Exchange does not currently have 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 a member organization to
ensure that the account of a holder of a Trust Certificate that is
exchangeable, at the holder's option, into securities that participate
in the return of the applicable underlying asset is approved for
options trading in accordance with the rules of a national securities
exchange.
---------------------------------------------------------------------------

    \48\ Commentary .08 to NYSE Arca Equities Rule 5.2(j)(7) states
that Trust Certificates may be exchangeable at the option of the
holder into securities that participate in the return of the
applicable underlying asset. In the event that the Trust
Certificates are exchangeable at the option of the member
organization and contains an Index Warrant, then the member
organization must ensure that the member organization's account is
approved in accordance with Rule 9.2 in order to exercise such
rights.
---------------------------------------------------------------------------

Proposed Rule 8P--Trading of Certain Exchange Traded Products
    The Exchange proposes to add Rule 8P, which would be substantially
identical to Sections 1 and 2 of NYSE Arca Equities Rule 8. 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.\49\
---------------------------------------------------------------------------

    \49\ The Exchange is only proposing listing and trading rules
necessary to trade ETPs pursuant to UTP. Accordingly, the Exchange
is not proposing a rule comparable to NYSE Arca Equities Rule
8.100(g).
---------------------------------------------------------------------------

    The Exchange proposes to Reserve Rule 8.100(g), to maintain the
same rule numbers as the NYSE Arca rules with which it conforms.
    The text of Proposed Rule 8P is identical to Sections 1 and 2 of
NYSE Arca Equities Rule 8, other than certain non-substantive and
technical differences explained below. The Exchange also proposes that
all of the General Definitional Term Changes described under proposed
Rule 5P above would also apply to proposed Rule 8P.
Proposed Rules 8.1-8.13--Currency and Index Warrants
    The Exchange is proposing Rules 8.1-8.13 to provide listing and
trading requirements (including sales-practice rules such as those
relating to suitability and supervision of accounts) for currency and
index warrants, so that they may be traded on the Exchange pursuant to
UTP.\50\
---------------------------------------------------------------------------

    \50\ NYSE Arca Equities Rules 8.1-8.13 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 Arca
Equities Rule 8; See, also, Securities Exchange Act Release Nos.
44983 (October 25, 2001), 66 FR 55225 (November 1, 2001) (SR-PCX-00-
25); 59886 (May 7, 2009), 74 FR 22779 (May 14, 2009) (SR-NYSEArca-
2009-39).
---------------------------------------------------------------------------

    In addition to the General Definitional Term Changes described
above under proposed Rule 5P, the Exchange is proposing the following
non-substantive changes between these proposed rules and NYSE Arca
Equities Rules 8.1-8.13 (Currency and Index Warrants):
Proposed Rule 8.1--General
     Other than with respect to the General Definitional Term
Changes described above, there are no differences between this proposed
rule and NYSE Arca Equities Rule 8.1.
Proposed Rule 8.2--Definitions
     Other than with respect to the General Definitional Term
Changes described above, there are no differences between this proposed
rule and NYSE Arca Equities Rule 8.2.
Proposed Rule 8.3--Listing of Currency and Index Warrants
     NYSE Arca Equities Rule 8.3 references NYSE Arca Equities
Rule 5.2(c) to establish the earnings requirements that a warrant
issuer is required to substantially exceed. Because the Exchange does
not currently have and is not proposing a rule similar to NYSE Arca
Equities Rule 5.2(c), the Exchange proposes to include the earnings
requirements set forth in Rule 5.2(c) in subparagraph (a) of proposed
Rule 8.3.
Proposed Rule 8.4--Account Approval
     The account approval rules of NYSE Arca Equities Rule 8.4
reference NYSE Arca Equities Rule 9.18(b) \51\ in describing the
criteria that must be met for opening up a customer account for options
trading. In proposed Rule 8.4, the Exchange would cross-reference NYSE
Arca Equities Rule 9.18(b), which governs doing a public business in
options because the Exchange does not trade options and, thus, does not
have a comparable rule. As noted earlier, the Exchange will monitor for
any changes to this NYSE Arca Equities rule and would update Exchange
rules to conform to any changes to NYSE Arca Equities Rules
9.18(b).\52\
---------------------------------------------------------------------------

    \51\ NYSE Arca Equities Rule 9.18(b) establishes criteria that
must be met to open up a customer account for options trading.
    \52\ See supra note 38.
---------------------------------------------------------------------------

Proposed Rule 8.5--Suitability
     The account suitability rules of NYSE Arca Equities Rule
8.5 reference NYSE Arca Equities Rule 9.18(c) \53\ in describing rules
that apply to recommendations made in stock index, currency index and
currency warrants. In proposed Rule 8.5, the Exchange would cross-
reference NYSE Arca

Equities Rule 9.18(c), which governs doing a public business in options
because the Exchange does not trade options and, thus, does not have a
comparable rule. As noted earlier, the Exchange will monitor for any
changes to this NYSE Arca Equities rule and would update Exchange rules
to conform to any changes to NYSE Arca Equities Rules 9.18(c).\54\
---------------------------------------------------------------------------

    \53\ NYSE Arca Equities Rule 9.18(c) establishes suitability
rules that pertain to recommendations in stock index, currency index
and currency warrants.
    \54\ See supra note 38.
---------------------------------------------------------------------------

Proposed Rule 8.6--Discretionary Accounts
     The rules of NYSE Arca Equities Rule 8.6 reference the
fact that NYSE Arca Equities Rule 9.6(a) \55\ 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 Arca
Equities Rule 9.18(e) \56\ will apply to such discretionary accounts
instead. The Exchange's discretionary account rule that is equivalent
to NYSE Arca Equities Rule 9.6(a) is Rule 408.\57\ Accordingly, the
Exchange proposes to cross-reference to Rule 408 in proposed Rule 8.6,
to establish that the discretionary account rules of Rule 408 would not
apply to stock index, currency index and currency warrants.
---------------------------------------------------------------------------

    \55\ NYSE Arca Equities Rule 9.6(a) establishes rules pertaining
to discretion as to customer accounts for equity trading.
    \56\ NYSE Arca Equities Rule 9.18(e) establishes rules
pertaining to discretion as to customer accounts for options
trading.
    \57\ See Rule 408 pertaining to the rules of the Exchange with
regard to discretionary power in customer accounts.
---------------------------------------------------------------------------

Proposed Rule 8.7--Supervision of Accounts
     The account supervision rules of NYSE Arca Equities Rule
8.7 reference NYSE Arca Equities Rule 9.18(d) \58\ in describing rules
that apply to the supervision of customer accounts in which
transactions in stock index, currency index or currency warrants are
effected. In proposed Rule 8.6, the Exchange would cross-reference NYSE
Arca Equities Rule 9.18(d), which governs doing a public business in
options because the Exchange does not trade options and, thus, does not
have a comparable rule. As noted earlier, the Exchange will monitor for
any changes to this NYSE Arca Equities rule and would update Exchange
rules to conform to any changes to NYSE Arca Equities Rules
9.18(d).\59\
---------------------------------------------------------------------------

    \58\ NYSE Arca Equities Rule 9.18(d) 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.
    \59\ See supra note 38.
---------------------------------------------------------------------------

Proposed Rule 8.8--Customer Complaints
     The customer complaint rules of NYSE Arca Equities Rule
8.8 reference NYSE Arca Equities Rule 9.18(l) \60\ in describing rules
that apply to customer complaints received regarding stock index,
currency index or currency warrants. In proposed Rule 8.8, the Exchange
would cross-reference NYSE Arca Equities Rule 9.18(l), which governs
doing a public business in options because the Exchange does not trade
options and, thus, does not have a comparable rule. As noted earlier,
the Exchange will monitor for any changes to this NYSE Arca Equities
rule and would update Exchange rules to conform to any changes to NYSE
Arca Equities Rules 9.18(l).\61\
---------------------------------------------------------------------------

    \60\ NYSE Arca Equities Rule 9.18(l) establishes rules that
apply to customer complaints received regarding stock index,
currency index or currency warrants.
    \61\ See supra note 38.
---------------------------------------------------------------------------

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 Arca Equities Rule 8.9 reference NYSE Arca Equities Rule
9.28.\62\ In proposed Rule 8.8, the Exchange would cross-reference NYSE
Arca Equities Rule 9.28, which governs advertisements, market letters
and sales literature relating to options because the Exchange does not
trade options and, thus, does not have a comparable rule. As noted
earlier, the Exchange will monitor for any changes to this NYSE Arca
Equities rule and would update Exchange rules to conform to any changes
to NYSE Arca Equities Rules 9.28.\63\
---------------------------------------------------------------------------

    \62\ NYSE Arca Equities Rule 9.28 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.
    \63\ See supra note 38.
---------------------------------------------------------------------------

Proposed Rule 8.10--Position Limits
     Other than with respect to the General Definitional Term
Changes described above, there are no differences between this proposed
rule and NYSE Arca Equities Rule 8.10.
Proposed Rule 8.11--Exercise Limits
     Other than with respect to the General Definitional Term
Changes described above, there are no differences between this proposed
rule and NYSE Arca Equities Rule 8.11.
Proposed Rule 8.12--Trading Halts or Suspensions
     Other than with respect to the General Definitional Term
Changes described above, there are no differences between this proposed
rule and NYSE Arca Equities Rule 8.12.
Proposed Rule 8.13--Reporting of Warrant Positions
     The Exchange proposes to correct a typographical error in
NYSE Arca Equities Rule 8.13. Proposed Rule 8.13 would read ``whenever
a report shall be required to be filed with respect to an account
pursuant to this Rule, the member organization filing the report shall
file with the Exchange such additional periodic reports with respect to
such account as the Exchange may from time to time prescribe,'' rather
than ``whenever a report shall be required to be filed with respect to
an account pursuant to this Rule, the member organization filing the
same file with the Exchange such additional periodic reports with
respect to such account as the Exchange may from time to time
prescribe,'' as in current NYSE Arca Equities Rule 8.13.
Proposed Rule 8.100--Portfolio Depositary Receipts
    The Exchange is proposing Rule 8.100 to provide listing and trading
requirements for portfolio depositary receipts, so that they may be
traded on the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.100.\64\
---------------------------------------------------------------------------

    \64\ See, NYSE Arca Equities Rule 8.100; See, also, Securities
Exchange Act Release No. 39461 (December 17, 1997), 62 FR 67674
(December 29, 1997) (SR-PCX-97-35); Securities Exchange Act Release
No. 39188 (October 2, 1997), 62 FR 53373 (October 14, 1997) (SR-PCX-
97-35); Securities Exchange Act Release No. 44551 (July 12, 2001),
66 FR 37716 (July 19, 2001) (SR-PCX-2001-14).
---------------------------------------------------------------------------

Proposed Rule 8.200--Trust Issued Receipts
    The Exchange is proposing Rule 8.200 to provide listing and trading
requirements for trust issued receipts, so that they may be traded on
the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.200.\65\
---------------------------------------------------------------------------

    \65\ See, NYSE Arca Equities Rule 8.200; See, also, Securities
Exchange Act Release No. 58162 (July 15, 2008), 73 FR 42391 (July
21, 2008) (SR-NYSEArca-2008-73); Securities Exchange Act Release No.
44182 (April 16, 2001), 66 FR 21798 (April 16, 2001) (SR-PCX-2001-
01).

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

Proposed Rule 8.201--Commodity-Based Trust Shares
    The Exchange is proposing Rule 8.201 to provide listing and trading
requirements for commodity-based trust shares, so that they may be
traded on the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.201.\66\
---------------------------------------------------------------------------

    \66\ See, NYSE Arca Equities Rule 8.201; See, also, Securities
Exchange Act Release No. 51067 (January 21, 2005), 70 FR 3952
(January 27, 2005) (SR-PCX-2004-132).
---------------------------------------------------------------------------

Proposed Rule 8.202--Currency Trust Shares
    The Exchange is proposing Rule 8.202 to provide listing and trading
requirements for currency trust shares, so that they may be traded on
the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.202.\67\
---------------------------------------------------------------------------

    \67\ See, NYSE Arca Equities Rule 8.202; See, also, Securities
Exchange Act Release No. 60065 (June 8, 2009), 74 FR 28310 (June 15,
2009) (SR-NYSEArca-2009-47); Securities Exchange Act Release No.
53253 (February 8, 2006), 71 FR 8029 (February 15, 2006) (SR-PCX-
2005-123).
---------------------------------------------------------------------------

Proposed Rule 8.203--Commodity Index Trust Shares
    The Exchange is proposing Rule 8.203 to provide listing and trading
requirements for commodity index trust shares, 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 change
between this proposed rule and NYSE Arca Equities Rule 8.203: \68\
---------------------------------------------------------------------------

    \68\ See, NYSE Arca Equities Rule 8.203; See, also, Securities
Exchange Act Release No. 54025 (June 21, 2006), 71 FR 36856 (June
28, 2006) (SR-NYSEArca-2006-12).
---------------------------------------------------------------------------

     Correction of a typographical error in NYSE Arca Equities
Rule 8.203(d), so that proposed Rule 8.203(d) reads ``one or more'' in
the first sentence, rather than ``one more more,'' as is currently
drafted in NYSE Arca Equities Rule 8.203(d).
Proposed Rule 8.204--Commodity Futures Trust Shares
    The Exchange is proposing Rule 8.204 to provide listing and trading
requirements for commodity futures trust shares, so that they may be
traded on the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.204.\69\
---------------------------------------------------------------------------

    \69\ See, NYSE Arca Equities Rule 8.204; See, also, Securities
Exchange Act Release No. 57838 (May 20, 2008), 73 FR 30649 (May 28,
2008) (SR-NYSEArca-2008-09); Securities Exchange Act Release No.
57636 (April 8, 2008), 73 FR 20344 (April 15, 2008) (SR-NYSEArca-
2008-09).
---------------------------------------------------------------------------

Proposed Rule 8.300--Partnership Units
    The Exchange is proposing Rule 8.300 to provide listing and trading
requirements for partnership units, so that they may be traded on the
Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.300.\70\
---------------------------------------------------------------------------

    \70\ See, NYSE Arca Equities Rule 8.300; See, also, Securities
Exchange Act Release No. 53875 (May 25, 2006), 71 FR 32164 (January
2, 2006) (SR-NYSEArca-2006-11).
---------------------------------------------------------------------------

Proposed Rule 8.400--Paired Trust Shares
    The Exchange is proposing Rule 8.400 to provide listing and trading
requirements for paired trust shares, 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 change
between this proposed rule and NYSE Arca Equities Rule 8.400: \71\
---------------------------------------------------------------------------

    \71\ See, NYSE Arca Equities Rule 8.400; See, also, Securities
Exchange Act Release No. 55033 (December 29, 2006), 72 FR 1253
(January 10, 2007) (SR-NYSEArca-2006-75); Securities Exchange Act
Release No. 58312 (August 5, 2008), 73 FR 46689 (August 11, 2008)
(SR-NYSEArca-2008-63).
---------------------------------------------------------------------------

     To be consistent with the Exchange's definitions proposed
in Rule 5.1(b), the Exchange proposes to substitute the terms
``security'' and ``equity securities'' (as such terms are defined in
proposed Rule 5.1(b) \72\) in subparagraph (a) of proposed Rule 8.400
\73\ instead of the terms ``security,'' ``securities'' and ``derivative
products'' (as used in the rules of NYSE Arca Equities) to refer to the
definition of Paired Trust Shares. The Exchange proposes this change
because it believes it is more accurate to refer to paired trust shares
as securities and equity securities.
---------------------------------------------------------------------------

    \72\ Proposed Rule 5.1(b) defines the term ``security'' to mean
any security as defined in Rule 3(a)(10) under the Act and the term
``equity security'' to include any equity security defined as such
pursuant to Rule 3a11-1 under the Act.
    \73\ NYSE Arca Equities Rule 8.400(a) reads as follows:
    ``(a) Applicability. The provisions in this Rule are applicable
only to Paired Trust Shares. In addition, except to the extent
inconsistent with this Rule, or unless the context otherwise
requires, the rules and procedures of the Board of Directors shall
be applicable to the trading on the Corporation of such securities.
Paired Trust Shares are included within the definition of
``security,'' ``securities'' and ``derivative products'' as such
terms are used in the Rules of the Corporation.''
---------------------------------------------------------------------------

     Correction of a typographical error in NYSE Arca Equities
Rule 8.400(a), so that proposed Rule 8.400(a) reads ``as such terms are
used in Rule 5.1(b)'' in the last sentence, rather than ``as such terms
are used in the Rule 5.1(b)'' as is currently drafted in NYSE Arca
Equities Rule 8.400(a).
Proposed Rule 8.500--Trust Units
    The Exchange is proposing Rule 8.500 to provide listing and trading
requirements for trust units, 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 change
between this proposed rule and NYSE Arca Equities Rule 8.500: \74\
---------------------------------------------------------------------------

    \74\ See, NYSE Arca Equities Rule 8.500; See, also, Securities
Exchange Act Release No. 57059 (December 28, 2007), 73 FR 909
(January 4, 2008) (SR-NYSEArca-2006-76); Securities Exchange Act
Release No. 63129 (October 19, 2010), 75 FR 65539 (October 25, 2010)
(SR-NYSEArca-2010-91).
---------------------------------------------------------------------------

     To be consistent with the Exchange's definitions proposed
in Rule 5.1(b), the Exchange proposes to substitute the terms
``security'' and ``equity securities'' (as such terms are defined in
proposed Rule 5.1(b) \75\) in subparagraph (a) of proposed Rule 8.500
\76\ instead of the terms ``security,'' ``securities'' and ``derivative
products'' (as used in the rules of NYSE Arca Equities) to refer to the
definition of Trust Units. The Exchange proposes this change because it
believes it is more accurate to refer to trust units as securities and
equity securities.
---------------------------------------------------------------------------

    \75\ See supra note 72.
    \76\ NYSE Arca Equities Rule 8.500(a) reads as follows:
    ``(a) Applicability. The provisions in this Rule are applicable
only to Trust Units. In addition, except to the extent inconsistent
with this Rule, or unless the context otherwise requires, the rules
and procedures of the Board of Directors shall be applicable to the
trading on the Corporation of such securities. Trust Units are
included within the definition of ``security,'' ``securities'' and
``derivative products'' as such terms are used in the Rules of the
Corporation.''
---------------------------------------------------------------------------

Proposed Rule 8.600--Managed Fund Shares
    The Exchange is proposing Rule 8.600 to provide listing and trading
requirements for managed fund shares,

so that they may be traded on the Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.600.\77\
---------------------------------------------------------------------------

    \77\ See, NYSE Arca Equities Rule 8.600; See also, Securities
Exchange Act Release No. 57395 (February 28, 2008), 73 FR 11974
(March 5, 2008) (SR-NYSEArca-2008-25); Securities Exchange Act
Release No. 57619 (April 4, 2008), 73 FR 19544 (April 10, 2008) (SR-
NYSEArca-2008-25).
---------------------------------------------------------------------------

Proposed Rule 8.700--Managed Trust Shares
    The Exchange is proposing Rule 8.700 to provide listing and trading
requirements for managed fund shares, so that they may be traded on the
Exchange pursuant to UTP.
    Other than with respect to the General Definitional Term Changes
described above under proposed Rule 5P, there are no differences
between this proposed rule and NYSE Arca Equities Rule 8.700.\78\
---------------------------------------------------------------------------

    \78\ See, NYSE Arca Equities Rule 8.700; See, also, Securities
Exchange Act Release No. 60064 (June 8, 2009), 74 FR 28315 (June 15,
2009) (SR-NYSEArca-2009-30); Securities Exchange Act Release No.
59835 (April 28, 2009), 74 FR 21041 (May 6, 2009) (SR-NYSEArca-2009-
30).
---------------------------------------------------------------------------

Proposed Rule 7.18--Requirements for Halts on Pillar Platform
    In conjunction with the implementation of the Pillar trading
platform for trading of securities pursuant to UTP, the Exchange
proposes new Rule 7.18, under Rule 7P, which would govern trading halts
in symbols trading on the Pillar platform.
    Since the Exchange is only proposing rules in this filing
pertaining to trading pursuant to UTP on the Pillar platform, the
Exchange is only proposing Rules 7.18(a) and (d)(1)(B), which pertain
to trading halts of securities traded pursuant to UTP and UTP Exchange
Traded Products. The Exchange proposes to Reserve Rules 7.18(b)-(c)
\79\ and Rules 7.18(d)(1)(A) and (C),\80\ to maintain the same rule
numbers as the NYSE Arca rules with which it conforms.
---------------------------------------------------------------------------

    \79\ Because NYSE Arca Equities Rules 7.18P(b)-(c) pertain
specifically to specific NYSE Arca order types that the Exchange has
not yet proposed, the Exchange proposes such sub-sections of
proposed Rule 7.18 on a ``reserved'' basis, until such later time
when the Exchange proposes rules regarding order types to be
operative on the Pillar platform.
    \80\ Since NYSE Arca Equities Rules 7.18(d)(1)(A) and (C)
pertain to trading outside of normal business hours, the Exchange
proposes such sub-sections of proposed Rule 7.18 on a ``reserved''
basis. If the Exchange determines to expand its trading hours
outside of normal business hours it would propose amendments to Rule
7.18.
---------------------------------------------------------------------------

    Other than with respect to the proposed General Definitional Term
Changes described above, there are no differences between proposed
Rules 7.18(a) and (d)(1)(B) and NYSE Arca Equities Rules 7.18P(a) and
(d)(1)(B).
    Finally, proposed Rules 7.18(a) and (d)(1)(B) would use the terms
and definitions that were added in the Pillar Framework Filing and
proposed as new Rules 1.1(aaa) and (bbb), described above. The Exchange
also proposes to define the term ``UTP regulatory halt'' in Rule
1.1(kk).\81\ Proposed Rule 1.1(kk) would define the term ``UTP
Regulatory Halt'' to mean a trade suspension, halt, or pause called by
the UTP Listing Market \82\ in a UTP Security \83\ that requires all
market centers to halt trading in that security.\84\
---------------------------------------------------------------------------

    \81\ The Pillar Framework Filing added Rule 1.1(kk) on a
``reserved'' basis.
    \82\ See, proposed Rule 1.1(jj).
    \83\ See, proposed Rule 1.1(ii).
    \84\ This proposed definition is identical to the definition of
``UTP Regulatory Halt'' in NYSE Arca Equities Rule 1.1(kk).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\85\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\86\ in particular, in that it is designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, 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 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.
---------------------------------------------------------------------------

    \85\ 15 U.S.C. 78f(b).
    \86\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposed rule change also supports the
principals of Section 11A(a)(1) \87\ 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.
---------------------------------------------------------------------------

    \87\ 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.
    In addition, the trading criteria set forth in proposed Rule 5.1(a)
is intended to protect investors and the public interest. The
requirements for trading securities pursuant to UTP, as proposed herein
in a single, consolidated Rule 5.1(a), are at least as stringent as
those of any other national securities exchange and, specifically, are
based on the consolidated rules for trading UTP securities established
by other national securities exchanges.\88\ Consequently, the proposed
rule change is consistent with the protection of investors and the
public interest. Additionally, the proposal is designed to prevent
fraudulent and manipulative acts and practices, as trading pursuant to
UTP is subject to existing Exchange trading rules, together with
specific requirements for registered market makers, books and record
production, surveillance procedures, suitability and prospectus
requirements, and requisite

the Exchange approvals, all set forth above.
---------------------------------------------------------------------------

    \88\ See NSX Rule 15.9 and Securities Exchange Act Release No.
57448 (March 6, 2008), 73 FR 13597 (March 13, 2008) (SR-NSX-2008-
05); Phlx Rule 803(o) and Securities Exchange Act Release No. 57806
(May 9, 2008), 73 FR 28541 (May 16, 2008) (SR-Phlx-2008-34); ISE
Rule 2101 and Securities Exchange Act Release No. 57387 (February
27, 2008), 73 FR 11965 (March 5, 2008) (SR-ISE-2007-99).
---------------------------------------------------------------------------

    The proposal is also designed to promote just and equitable
principles of trade by way of initial and continued listing standards
which, if not maintained, will result in the discontinuation of trading
in the affected products. These requirements, together with the
applicable Exchange trading rules (which apply to the proposed
products), ensure that no investor would have an unfair advantage over
another respecting the trading of the subject products. On the
contrary, all investors will have the same access to, and use of,
information concerning the specific products and trading in the
specific products, all to the benefit of public customers and the
marketplace as a whole.
    The proposal is intended to ensure that investors receive up-to-
date information on the value of certain underlying securities and
indices in the products in which they invest, and protect investors and
the public interest, enabling investors to: (i) Respond quickly to
market changes through intra-day trading opportunities; (ii) engage in
hedging strategies; and (iii) reduce transaction costs for trading a
group or index of securities.
    Furthermore, 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 listing standards that will lead ultimately to the
trading, whether by listing or pursuant to UTP, of the proposed new
products on the Exchange, just 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. The Exchange
believes that by conforming its rules and allowing listing
opportunities on the Exchange that are already allowed by rule on
another market, the proposal would offer another venue for listing and
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 Arca (other than with respects[sic] to certain
non-substantive and technical amendments described above), to support
the Exchange's new Pillar trading platform. As discussed in detail
above, with this rule filing, the Exchange is not proposing to change
its core functionality, but rather to adopt a rule numbering framework
and rules based on the rules of NYSE Arca. 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
affiliate, NYSE Arca, thus making the Exchange's rules easier to
navigate.

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. To the contrary, the current
variances between the Exchange's listing rules and the listing rules of
other exchanges limit competition in that there are certain products
that the Exchange cannot trade, whether by listing or pursuant to UTP,
while other exchanges can list and trade such products. Thus, approval
of the proposed rule change will promote competition because it will
allow the Exchange to compete with other national securities exchanges
for the trading of securities pursuant to UTP.

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
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_ADDRESS>Please include
File Number SR-NYSE-2016-44 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2016-44. 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 Web site (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 Web site 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; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSE-2016-44 and should be
submitted on or before August 4, 2016.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\89\
---------------------------------------------------------------------------

    \89\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2016-16605 Filed 7-13-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 75, Number 225 (Tuesday, November 23, 2010)]
[Notices]
[Page 71427]
[FR Doc No: 2010-29442]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No.13866-000]

Clean River Power 12, LLC; Notice of Preliminary Permit
Application Accepted for Filing and Soliciting Comments, Motions To
Intervene, and Competing Applications

November 16, 2010.
    On October 15, 2010, Clean River Power 12, LLC filed an application
for a preliminary permit, pursuant to section 4(f) of the Federal Power
Act (FPA), proposing to study the feasibility of the Ruth Creek
Hydroelectric Project (Ruth Creek project) to be located on Ruth Creek
in the vicinity of Glacier, in Whatcom County, Washington. The sole
purpose of a preliminary permit, if issued, is to grant the permit
holder priority to file a license application during the permit term. A
preliminary permit does not authorize the permit holder to perform any
land-disturbing activities or otherwise enter upon lands or waters
owned by others without the owners' express permission.
    The proposed project will consist of the following: (1) A 100-foot-
long, 8-foot-high, reinforced concrete diversion weir on Ruth Creek;
(2) a 45-foot-long, 15-foot-wide, 12-foot-high reinforced concrete
intake structure adjacent to the weir with a trash rack, fish screen,
and closure gate; (3) a 0.1-acre impoundment created by the diversion
weir; (4) an 8,000-foot-long, 3.5-foot-diameter steel penstock from the
intake structure to the powerhouse; (5) a 60-foot-long, 40-foot-wide
reinforced concrete powerhouse containing one horizontal impulse
turbine with a capacity of 2.5 megawatts (MW); (6) a 40-foot-long,
concrete and rip rap-lined tailrace channel to return flows from the
powerhouse to Ruth Creek; (7) a 4.16/55 kilovolt (kV) three stage step
up transformer; (8) an approximately 2.2-mile-long, 55-kV transmission
line which will tie into an undetermined interconnection; and (9)
appurtenant facilities. The estimated annual generation of the Ruth
Creek project would be 10.0 gigawatt-hours.
    Applicant Contact: Ramya Swaminthan, Clean River Power 12, LLC, 33
Commercial St., Gloucester, MA 01930; phone:<PHONE_NUMBER>.
    FERC Contact: Ryan Hansen,<PHONE_NUMBER>.
    Deadline for filing comments, motions to intervene, competing
applications (without notices of intent), or notices of intent to file
competing applications: 60 days from the issuance of this notice.
Competing applications and notices of intent must meet the requirements
of 18 CFR 4.36. Comments, motions to intervene, notices of intent, and
competing applications may be filed electronically via the Internet.
See 18 CFR 385.2001(a)(1)(iii) and the instructions on the Commission's
Web site http://www.ferc.gov/docs-filing/efiling.asp. Commenters can
submit brief comments up to 6,000 characters, without prior
registration, using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact information
at the end of your comments. For assistance, please contact FERC Online
Support. Although the Commission strongly encourages electronic filing,
documents may also be paper-filed. To paper-file, mail an original and
seven copies to: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 888 First Street, NE., Washington, DC 20426.
    More information about this project, including a copy of the
application, can be viewed or printed on the ``eLibrary'' link of
Commission's Web site at http://www.ferc.gov/docs-filing/elibrary.asp.
Enter the docket number (P-13866-000) in the docket number field to
access the document. For assistance, contact FERC Online Support.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-29442 Filed 11-22-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: December 28, 2006 (Volume 71, Number 249)]
[Notices]
[Page 78168-78169]
[DOCID:fr28de06-38]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER07-239-000]

BG Energy Merchants, LLC; Notice of Issuance of Order

December 19, 2006.
    BG Energy Merchants, LLC (BG Energy) filed an application for
market-based rate authority, with an accompanying tariff. The proposed
market-based rate tariff provides for the sale of energy, capacity and
ancillary services at market-based rates. BG Energy also requested
waivers of various Commission regulations. In particular, BG Energy
requested that the Commission grant blanket approval under 18 CFR Part
34 of all future issuances of securities and assumptions of liability
by BG Energy.
    On December 19, 2006, pursuant to delegated authority, the
Director, Division of Tariffs and Market Development--West, granted the
requests for blanket approval under Part 34. The Director's order also
stated that the Commission would publish a separate notice in the
Federal Register establishing a period of time for the filing of
protests. Accordingly, any person desiring to be heard or to protest
the blanket approvals of issuances of

securities or assumptions of liability by BG Energy should file a
motion to intervene or protest with the Federal Energy Regulatory
Commission, 888 First Street, NE., Washington, DC 20426, in accordance
with Rules 211 and 214 of the Commission's Rules of Practice and
Procedure. 18 CFR 385.211, 385.214 (2004).
    Notice is hereby given that the deadline for filing motions to
intervene or protest is January 18, 2007.
    Absent a request to be heard in opposition by the deadline above,
BG Energy is authorized to issue securities and assume obligations or
liabilities as a guarantor, indorser, surety, or otherwise in respect
of any security of another person; provided that such issuance or
assumption is for some lawful object within the corporate purposes of
BG Energy, compatible with the public interest, and is reasonably
necessary or appropriate for such purposes.
    The Commission reserves the right to require a further showing that
neither public nor private interests will be adversely affected by
continued approvals of BG Energy's issuance of securities or
assumptions of liability.
    Copies of the full text of the Director's Order are available from
the Commission's Public Reference Room, 888 First Street, NE.,
Washington, DC 20426. The Order may also be viewed on the Commission's
Web site at http://www.ferc.gov, using the eLibrary link. Enter the

docket number excluding the last three digits in the docket number
filed to access the document. Comments, protests, and interventions may
be filed electronically via the internet in lieu of paper. See, 18 CFR
385.2001(a)(1)(iii) and the instructions on the Commission's Web site
under the ``e-Filing'' link. The Commission strongly encourages
electronic filings.

Magalie R. Salas,
Secretary.
 [FR Doc. E6-22210 Filed 12-27-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 82, Number 75 (Thursday, April 20, 2017)]
[Notices]
[Page 18683]
[FR Doc No: 2017-07944]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2017-24]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

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

SUMMARY: This notice contains a summary of a petitions seeking relief
from specified requirements of 14 CFR. The purpose of this notice is to
improve the public's awareness of, and participation in, this aspect of
FAA's regulatory activities. Neither publication of this notice nor the
inclusion or omission of information in the summary is intended to
affect the legal status of the petitions or their final disposition.

DATES: Comments on this petition must identify the petition docket
number and must be received on or before May 10, 2017.

ADDRESSES: You may send comments identified by Docket Number FAA-2017-
0056 using any of the following methods:
     Government-wide rulemaking Web site: Go to http://www.regulations.gov and follow the instructions for sending your
comments electronically.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you
provide. Using the search function of our docket Web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).
    Docket: To read background documents or comments received, go to
http://www.regulations.gov at any time or to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Joshua Parker,<PHONE_NUMBER>, 800
Independence Avenue SW., Washington, DC 20591.
    This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on April 14, 2017.
Dale Bouffiou,
Deputy Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2017-0056.
    Petitioner: Leonardo Helicopters.
    Sections of 14 CFR Affected: 14 CFR 43.3(h); 43.15(b);

61.163(a)(3);

91.103(b)(1); 91.126(b); 91.129(e)(1)-(3); 91.131(a)(2); 91.146(b)(5);
91.151(b); 91.155(b); 91.157(b)(5); 91.167(a)(3); 91.169(b)(2) &
(c)(1)(i) & (ii); 91.175(f)(2)(iii) & (4)(i); 91.205(d)(3)(i) & (ii);
91.207(e); 91.223(a)(c); 91.409(e); 91.411(a); 91.501(a); 91.503(a);
91.507; 91.509(a) & (b)(4); 91.511(a); 91.513(a) & (f)(1) & (2);
91.515(a); 91.517(a) & (b); 91.519(a); 91.521(a); 91.525(a); 91.527(a),
(b)(3), & (c); 91.531(a)(1); 91.603; 91.609(c)(3), (h), (i)(3) & (j);
91.1037; 91.1045(b); 91.1101(b)(6)(iv), (b)(6)(iv)(B) & (b)(6)(iv)(D);
91.1439(a)(2)(i), (ii), & (vi);

97.3;

110.2;

119.1(e)(2), (e)(4)(v), (e)(7) & (e)(7)(iii); 119.23(b); 119.25;

133.1; 133.11; 133.13; 133.17; 133.19; 133.21(a); 133.23; 133.25;
133.27; 133.33; 133.35; 133.39; 133.41; 133.43(a); 133.45; 133.47;
133.49; 133.51;

135.1(a)(9); 135.4(a)(3); 135.23(r)(7); 135.65(c); 135.151(a), (b), (g)
& (h); 135.154(a)(2) & (c); 135.158(a); 135.159(a)(1) & (2);
135.170(c)(2); 135.168; 135.203(a) & (b); 135.205(a) & (b); 135.207;
135.227(c)(2), (c)(3), (d), & (e); 135.243(a)(2), (b)(3), (b)(4) &
(c)(3) & (4); 135.247(a)(3), (a)(3)(i), (a)(3)(i)(B)-(D) &
(a)(3)(ii)(B); 135.271; 135.293(a)(9), (b), (c) & (h); 135.297(c)(1)(i)
& (ii); 135.336(b)(1); 135.345(b)(6)(iv) & (b)(6)(iv)(D); 135.361(a);
135.363(b) & (f); 135.379(a); 135.385(a) & (b); 135.387(a) & (b);
135.413(b)(1); 135.421(a) & (b); 135.427(b); 135.439(a)(2)(i), (ii) &
(vi), (b)(1), (b)(2); 135.601(a), (b)(1)(i) & (ii) & (b)(2); 135.603;
135.605(a), (b) & (c); 135.607; 135.609(a); 135.611(a) & (b);
135.617(a) & (c); 135.619(a), (b), & (g)(1); 135.621(a) & (b);

and 142.11(d)(2)(iii)

    Description of Relief Sought: AgustaWestland Philadelphia
Corporation (AWPC) seeks an exemption on behalf of all potential AW609
operators for exemption from certain prescriptive terms within certain
sections of 14 CFR. The AW609 is a tiltrotor aircraft manufactured by
Augusta Westland. Because the AW609 opearates as a helicopter for
takeoff and landing, and as an airplane for other flight, AWPC asserts
that potential operators of the AW609, require exemption(s) from those
sections of 14 CFR that reference ``airplane,'' ``airplanes,''
``rotorcraft,'' ``rotor,'' ``fixed-wing,'' ``fixed-wing aircraft,''
``copter,'' ``helicopter,'' ``AFM, propeller and airplane/rotorcraft
flight manuals''. AWPC describes the AW609 as a vertical take-off and
landing (VTOL) aircraft that is essentially a helicopter from a flight
characteristics and performance standpoint. AWPC believes that relief
through the exemption process will enable sales of tiltrotor aircraft,
which will contribute to the balance-of-trade, the gross domestic
product and economic health of the United States. AWPC also asserts the
level of safety is not compromised in comparison to similar helicopter
operations, and that granting this relief is in the public's interest
and maintains that an acceptable equivalent level of safety will exist
by substituting the term tiltrotor or aircraft for helicopter and other
specific terms that exist in the regulations listed above.

[FR Doc. 2017-07944 Filed 4-19-17; 8:45 am]
 BILLING CODE 4910-13-P