Rule 7.11E with the following substantive differences. First, proposed
Rule 7.11(a)(6) is based on NYSE American Rule 7.11E(a)(6) and NYSE
Arca Rule 7.11-E(a)(7).\93\ Next, because the

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

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

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

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

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

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

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

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

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

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

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

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

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

     Proposed Rule 10.8210 (Provisions of Information and
Testimony and

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

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

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

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

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

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

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

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

Proposed Rule 10.9270 (Settlement Procedure)
    Proposed Rule 10.9270 would provide for a settlement procedure for
a Respondent who has been notified that

a proceeding has been instituted against him or her. The proposed rule
would set forth requirements relating to both contested and uncontested
offers of settlement.
Proposed Rule 10.9280 (Contemptuous Conduct)
    Proposed Rule 10.9280 would set forth sanctions for contemptuous
conduct by a Party or attorney or other representative, which may
include exclusion from a hearing or conference, and sets forth a
process for reviewing such exclusions.
Proposed Rule 10.9290 (Expedited Disciplinary Proceedings)
    Under proposed Rule 10.9290, for any disciplinary proceeding, the
subject matter of which also is subject to a temporary cease and desist
proceeding initiated pursuant to proposed Rule 10.9810 or a temporary
cease and desist order, hearings would be required to be held and
decisions rendered at the earliest possible time.
Proposed Rule 10.9291 (Permanent Cease and Desist Orders)
    Proposed Rule 10.9291 would set forth the requirements for issuing
a permanent cease and desist order under proposed Rules 10.9268,
10.9269, or 10.9270.
Proposed Rule 10.9300 Series (Review of Disciplinary Proceedings by
Exchange Board of Directors)
    Proposed Rule 10.9300 includes proposed Rule 10.9310, which would
set forth the Exchange's Board review process, including the process
for a request for review of any determination or penalty and review by
the Exchange's Board.\106\
---------------------------------------------------------------------------

    \106\ The Exchange does not trade options and therefore does not
propose to distinguish between appeals panels for equity and options
matters as in NYSE American Rule 9310(b).
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

    \110\ Current Exchange rules use an ``(a)(i)(A)(1)'' sub-
paragraph numbering convention and the Exchange proposes to use an
``(a)(1)(A)(i)'' sub-paragraph numbering convention.
---------------------------------------------------------------------------

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

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

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

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

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

    \112\ The Exchange proposes to delete the current heading of
Rule 13 (``Cancellation, Suspension, and Reinstatement'')
established by the Framework Filing as well as ``Rule 14.'' The
current heading for Rule 14 (``Liability of Directors and
Exchange'') would thus become the heading for proposed Rule 13 and
the Exchange would not have a Rule 14 in its rulebook.
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

satisfy the four requirements of Rule 11a2-2(T) as well as the general
policy objectives of Section 11(a). The Exchange's proposed Pillar
trading system would place all users, members and non-members, on the
``same footing'' with respect to transactions on the Exchange for
covered accounts as intended by Rule 11a2-2(T). As such, no Exchange
ETP Holder would be able to engage in proprietary trading in a manner
inconsistent with Section 11(a).
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act''),\121\ in general, and
furthers the objectives of Section 6(b)(5),\122\ in particular, because
it is designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, to remove impediments to, and perfect the
mechanism of, a free and open market and a national market system and,
in general, to protect investors and the public interest.
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

B. Self-Regulatory Organization's Statement on Burden on Competition

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

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

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

IV. Solicitation of Comments

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

arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

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

Paper Comments

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

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

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