[Federal Register Volume 83, Number 49 (Tuesday, March 13, 2018)]
[Notices]
[Pages 11098-11128]
[FR Doc No: 2018-04962]

Vol. 83

Tuesday,

No. 49

March 13, 2018

Part III

Securities and Exchange Commission

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

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

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SECURITIES AND EXCHANGE COMMISSION

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

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

March 7, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on February 21, 2018, NYSE National, Inc. (the ``Exchange''
or ``NYSE National'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by NYSE National. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes the following rules and rule changes to
support the re-launch of the Exchange on the Pillar trading platform:
(1) Amendments to Article V, Sections 5.01 and 5.8 of the Fourth
Amended and Restated Bylaws of NYSE National (``Bylaws''); (2) new
rules based on the rules of the Exchange's affiliates relating to (a)
trading securities on an unlisted trading privileges basis (Rules 5 and
8), (b) trading on the Pillar trading platform (Rules 1 and 7), (c)
disciplinary rules (Rule 10), and (d) administration of the Exchange
(Rules 3, 12, and 13); (3) rule changes that renumber current Exchange
rules relating to (a) membership (Rule 2), (b) order audit trail
requirements (Rule 6), and (c) business conduct, books and records,
supervision, extensions of credit, and trading practices (Rule 11); and
(4) deletion of Chapters I-XVI and the rules contained therein. The
proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

certain conditions, of former ETP Holders of the Exchange and to
register Associated Persons. The Exchange proposes non-substantive
differences to update the rule cross references in Commentary .01 from
Rule 2.4 to Rule 2.2.\23\
---------------------------------------------------------------------------

    \23\ See Securities Exchange Act Release No. 78676 (August 25,
2016), 81 FR 60083 (August 31, 2016) (SR-NSX-2016-07) (Notice of
filing of amendments to Chapter II, including moving rule text
relating to requirements for Associated Persons from Rule 2.4 to
Rule 2.2).
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exchange is proposing the following non-substantive changes between
this proposed rule and NYSE American Rule 5.2E(j)(6): \48\
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(e) because
the Exchange does not have options trading rules. In referencing such
rule, the Exchange proposes to follow the established and approved
rules of NYSE Rule 8.6 and NYSE Arca Rule 8.6-E, which also reference
NYSE Arca Rule 9.18-E(e).\65\
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    \65\ See NYSE ETP Listing Rules Filing, supra note 8.
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Proposed Rule 8.7 (Supervision of Accounts)
    The account supervision rules of NYSE American Rule 8.7E reference
NYSE American Rule 922 \66\ in describing rules that apply to the
supervision of customer accounts in which transactions in stock index,
currency index or currency warrants are effected. Because the Exchange
does not plan to trade options at this time and is not proposing to add
rules that pertain to the supervision of customer accounts for options
trading described in NYSE American Rule 922, the Exchange proposes to
cross-reference to NYSE Arca Rule 9.18-E(d) in proposed Rule 8.7. The
Exchange would apply the criteria set forth in NYSE Arca Rule 9.18-
E(d)in supervising such accounts.\67\
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    \66\ NYSE American Rule 922 is substantially similar to NYSE
Arca Rule 9.18-E(d) (NYSE Arca Rule 9.18-E(d) is cross-referenced in
NYSE Arca Rule 8.7-E, on which NYSE American Rule 8.7E was
originally based; see NYSE American ETP Listing Rules Filing, supra
note 7), and establishes account supervision rules that apply to the
supervision of customer accounts in which transactions in stock
index, currency index and currency warrants are effected.
    \67\ See supra note 43.
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    The Exchange proposes to reference NYSE Arca Rule 9.18-E(d) because
the Exchange does not have options trading rules. In referencing such
rule, the Exchange proposes to follow the established and approved
rules of NYSE Rule 8.7 and NYSE Arca Rule 8.7-E, which also reference
NYSE Arca Rule 9.18-E(d).\68\
---------------------------------------------------------------------------

    \68\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

Proposed Rule 8.8 (Customer Complaints)
    The customer complaint rules of NYSE American Rule 8.8E reference
NYSE American Rule 932 \69\ in describing rules that apply to customer
complaints received regarding stock index, currency index or currency
warrants. Because the Exchange does not plan to trade options at this
time and is not proposing to add rules for doing a public business in
options as described in NYSE American Rule 932, the Exchange proposes
to cross-reference to NYSE Arca Rule 9.18-E(l) in proposed Rule 8.8.
The Exchange would apply the criteria set forth in NYSE Arca Rule 9.18-
E(l) to customer complaints.\70\
---------------------------------------------------------------------------

    \69\ NYSE American Rule 932 is substantially similar to NYSE
Arca Rule 9.18-E(l) (NYSE Arca Rule 9.18-E(l) is cross-referenced in
NYSE Arca Rule 8.8-E, on which NYSE American Rule 8.8E was
originally based; see NYSE American ETP Listing Rules Filing, supra
note 7), and establishes rules that apply to customer complaints
received regarding stock index, currency index or currency warrants.
    \70\ See supra note 43.
---------------------------------------------------------------------------

    The Exchange proposes to reference NYSE Arca Rule 9.18-E(l) because
the Exchange does not have options trading rules. In referencing such
rule, the Exchange proposes to follow the established and approved
rules of NYSE Rule 8.8 and NYSE Arca Rule 8.8-E, which also reference
NYSE Arca Rule 9.18-E(l).\71\
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    \71\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

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

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

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

    \74\ See NYSE ETP Listing Rules Filing, supra note 8.
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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