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NYSE Rule 8.600–E(c)(2)) will be made
available to all market participants at
the same time.41 In addition, the
Exchange states that on a daily basis, the
Fund discloses on its website the
Disclosed Portfolio of the Fund that
forms the basis for the Fund’s NAV
calculation.42 Trading in the Shares also
will be subject to NYSE Arca Rule
8.600–E(d)(2)(D), which sets forth
circumstances under which Shares of a
fund may be halted. Further, trading in
the Shares may be halted if the circuit
breaker parameters in NYSE Arca Rule
7.12–E have been reached, because of
market conditions, or for reasons that, in
the view of the Exchange, make trading
in the Shares inadvisable.43
The Exchange states that it has a
general policy prohibiting the
distribution of material, non-public
information by its employees.44
Additionally, the Commission notes that
the Reporting Authority that provides
the Disclosed Portfolio must implement
and maintain, or be subject to,
procedures designed to prevent the use
and dissemination of material, nonpublic information regarding the actual
components of the portfolio.45
The Exchange deems the Shares to be
equity securities, thus rendering trading
in the Shares subject to the Exchange’s
existing rules governing the trading of
equity securities.46 In support of its
proposal, the Exchange has made the
following representations:
(1) A minimum of 100,000 Shares will
be outstanding at the commencement of
trading on the Exchange.47
(2) Trading in the Shares will be
subject to the existing trading
surveillances administered by the
Exchange, as well as cross-market
surveillances administered by FINRA on
behalf of the Exchange, which are
designed to detect violations of
Exchange rules and applicable federal
securities laws.48
(3) The Exchange or FINRA, on behalf
of the Exchange, or both, (1) will
communicate as needed regarding
trading in the Shares, ETFs, certain
exchange-traded options and certain
41 See

Amendment No. 1, supra note 4, at 20.
id. at 18.
43 These may include: (1) The extent to which
trading is not occurring in the securities and/or the
financial instruments comprising the Disclosed
Portfolio of the Fund; or (2) whether other unusual
conditions or circumstances detrimental to the
maintenance of a fair and orderly market are
present. See id.
44 See id. at 20.
45 See NYSE Arca Rule 8.600(d)(2)(B)(ii). The
term ‘‘Reporting Authority’’ is defined in NYSE
Arca Rule 8.600(c)(4).
46 See Amendment No. 1, supra note 4, at 20.
47 See id.
48 See id.

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42 See

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futures with other markets and other
entities that are members of the
Intermarket Surveillance Group (‘‘ISG’’);
and (2) may obtain trading information
regarding trading in the Shares, ETFs,
certain exchange-traded options and
certain futures from such markets and
other entities.49 The Exchange is able to
access from FINRA, as needed, trade
information for certain Fixed Income
Securities held by the Fund reported to
TRACE. FINRA also can access data
obtained from the Municipal Securities
Rulemaking Board relating to certain
municipal bond trading activity for
surveillance purposes in connection
with trading in the Shares.50
(4) The Exchange has appropriate
rules to facilitate transactions in the
Shares during all trading sessions.51
(5) The Fund will be in compliance
with Rule 10A–3 under the Act,52 as
provided by NYSE Arca Rule 5.3–E for
initial and continued listing of shares.53
(6) All statements and representations
made in the proposed rule change
regarding the description of the
portfolio, limitations on portfolio
holdings or reference assets, or the
applicability of Exchange listing rules
specified in this rule filing shall
constitute continued listing
requirements for listing the Shares on
the Exchange. In addition, the issuer has
represented to the Exchange that it will
advise the Exchange of any failure by
the Fund to comply with the continued
listing requirements, and, pursuant to
its obligations under Section 19(g)(1) of
the Act, the Exchange will monitor for
compliance with the continued listing
requirements. If the Fund is not in
compliance with the applicable listing
requirements, the Exchange will
commence delisting procedures under
NYSE Arca Rule 5.5(m)–E.54
This approval order is based on all of
the Exchange’s representations,
including those set forth above and in
Amendments No. 1 and No. 2.
For the foregoing reasons, the
Commission finds that the proposed
rule change, as modified by
Amendments No. 1 and No. 2, is
consistent with Section 6(b)(5) of the
Act 55 the rules and regulations
49 In

addition, the Exchange may obtain
information regarding trading in the Shares, ETFs,
certain exchange-traded options and certain futures
from such markets and other entities that are
members of the ISG, or with which the Exchange
has in place a comprehensive surveillance sharing
agreement. See Amendment No. 2, supra note 5.
50 See id. at 22.
51 See id. at 20.
52 17 CFR 240.10A–3.
53 See Amendment No. 1, supra note 4, at 20.
54 See id. at 21.
55 15 U.S.C. 78f(b)(5).

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thereunder applicable to a national
securities exchange.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,56 that the
proposed rule change (SR–NYSEArca2019–38), as modified by Amendments
No. 1 and No. 2, be, and hereby is,
approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.57
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–19217 Filed 9–5–19; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Extension:
Rule 302, SEC File No. 270–453, OMB
Control No. 3235–0510.

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 302 (17 CFR 242.302) of Regulation
ATS (17 CFR 242.300 et seq.) under the
Securities and Exchange Act of 1934
(‘‘Act’’) (15 U.S.C. 78a et seq.).
Regulation ATS sets forth a regulatory
regime for ‘‘alternative trading systems’’
(‘‘ATSs’’). An entity that meets the
definition of an exchange must register,
pursuant to Section 5 of the Exchange
Act, as a national securities exchange
under Section 6 of the Exchange Act 1 or
operate pursuant to an appropriate
exemption.2 One of the available
exemptions is for ATSs.3 Exchange Act
56 15

U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
1 See 15 U.S.C. 78e and 78f. A ‘‘national securities
exchange’’ is an exchange registered as such under
Section 6 of the Exchange Act.
2 15 U.S.C. 78a et seq.
3 Rule 300(a) of Regulation ATS provides that an
ATS is ‘‘any organization, association, person,
group of persons, or system: (1) [t]hat constitutes,
maintains, or provides a market place or facilities
for bringing together purchasers and sellers of
securities or for otherwise performing with respect
to securities the functions commonly performed by
a stock exchange within the meaning of [Exchange
57 17

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Federal Register / Vol. 84, No. 173 / Friday, September 6, 2019 / Notices
Rule 3a1–1(a)(2) exempts from the
definition of ‘‘exchange’’ under Section
3(a)(1) an organization, association, or
group of persons that complies with
Regulation ATS.4 Regulation ATS
requires an ATS to, among other things,
register as a broker-dealer with the
Securities and Exchange Commission
(‘‘SEC’’), file a Form ATS with the
Commission to notice its operations,
and establish written safeguards and
procedures to protect subscribers’
confidential trading information. An
ATS that complies with Regulation ATS
and operates pursuant to the Rule 3a1–
1(a)(2) exemption would not be required
by Section 5 to register as a national
securities exchange. Rule 302 of
Regulation ATS (17 CFR 242.302)
describes the recordkeeping
requirements for ATSs. Under Rule 302,
ATSs are required to make a record of
subscribers to the ATS, daily summaries
of trading in the ATS, and timesequenced records of order information
in the ATS.
The information required to be
collected under Rule 302 should
increase the abilities of the Commission,
state securities regulatory authorities,
and the self-regulatory organizations
(‘‘SROs’’) to ensure that ATSs are in
compliance with Regulation ATS as
well as other applicable rules and
regulations. If the information is not
collected or collected less frequently,
the regulators would be limited in their
ability to comply with their statutory
obligations, provide for the protection of
investors, and promote the maintenance
of fair and orderly markets.
Respondents consist of ATSs that
choose to operate pursuant to the
exemption provided by Regulation ATS
from registration as national securities
exchanges. There are currently 83
respondents. These respondents will
spend approximately 3,735 hours per
year (83 respondents at 45 burden
hours/respondent) to comply with the
recordkeeping requirements of Rule 302.
At an average cost per burden hour of
$73, the resultant total related internal
cost of compliance for these
respondents is $272,655 per year (3,735
burden hours multiplied by $73/hour).
Compliance with Rule 302 is
mandatory. The information required by
Rule 302 is available only for the
examination of the Commission staff,
state securities authorities, and the
SROs. Subject to the provisions of the
Freedom of Information Act, 5 U.S.C.
Act Rule 3b–16]; and (2) [t]hat does not: (i) [s]et
rules governing the conduct of subscribers other
than the conduct of subscribers’ trading on such
[ATS]; or (ii) [d]iscipline subscribers other than by
exclusion from trading.’’
4 See 17 CFR 240.3a1–1(a)(2).

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522 (‘‘FOIA’’), and the Commission’s
rules thereunder (17 CFR
200.80(b)(4)(iii)), the Commission does
not generally publish or make available
information contained in any reports,
summaries, analyses, letters, or
memoranda arising out of, in
anticipation of, or in connection with an
examination or inspection of the books
and records of any person or any other
investigation.
ATSs are required to preserve, for at
least three years, any records made in
the process of complying with the
requirements set out in Rule 302.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
The public may view background
documentation for this information
collection at the following website:
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to:
[email protected]; and (ii)
Charles Riddle, Acting Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Candace
Kenner, 100 F Street NE, Washington,
DC 20549, or by sending an email to:
[email protected]. Comments must
be submitted to OMB within 30 days of
this notice.
Dated: September 3, 2019.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–19237 Filed 9–5–19; 8:45 am]
BILLING CODE 8011–01–P

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change (File No. SR–
NYSEAMER–2019–27) to modify the
amount of its Options Regulatory Fee
(‘‘ORF’’).3 The proposed rule change
was immediately effective upon filing
with the Commission pursuant to
Section 19(b)(3)(A) of the Act.4 The
proposed rule change was published for
comment in the Federal Register on July
22, 2019.5 The Commission received
one comment letter on the proposal.6
Pursuant to Section 19(b)(3)(C) of the
Act,7 the Commission is hereby: (1)
Temporarily suspending File No. SR–
NYSEAMER–2019–27; and (2)
instituting proceedings to determine
whether to approve or disapprove File
No. SR–NYSEAMER–2019–27.
II. Description of the Proposed Rule
Change
The Exchange proposes to amend the
amount of its ORF from $0.0055 to
$0.0054 per contract.8 The Exchange
assesses the ORF on American Trading
Permit (‘‘ATP’’) Holders for all options
transactions that are cleared by those
firms through the Options Clearing
Corporation (‘‘OCC’’) in the Customer
range, regardless of the exchange on
which the transaction occurs.9 The
Exchange noted that its ORF ‘‘is
designed to recover a material portion,
but not all, of the Exchange’s regulatory
costs for the supervision and regulation
of ATP Holders.’’ 10 Noting that it
adjusts the ORF amount periodically to
ensure that the revenue from ORF does
not exceed its regulatory costs, the
Exchange proposed to decrease the ORF
because ‘‘from 2017 to 2018, options
transaction volume increased to a level
that if the ORF is not adjusted, the ORF
revenue to the Exchange year-over-year
1 15

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86833; File No. SR–
NYSEAMER–2019–27]

Self-Regulatory Organizations; NYSE
American, LLC; Suspension of and
Order Instituting Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
To Modify the Options Regulatory Fee
August 30, 2019.

I. Introduction
On July 2, 2019, NYSE American, LLC
(the ‘‘Exchange’’ or ‘‘NYSE American’’)
filed with the Securities and Exchange
Commission (the ‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934

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U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 86391
(July 16, 2019), 84 FR 35165 (July 22, 2019)
(‘‘Notice’’).
4 15 U.S.C. 78s(b)(3)(A). A proposed rule change
may take effect upon filing with the Commission if
it is designated by the exchange as ‘‘establishing or
changing a due, fee, or other charge imposed by the
self-regulatory organization on any person, whether
or not the person is a member of the self-regulatory
organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). Although
the proposed rule change was effective upon filing,
the Exchange indicated that it would not implement
the fee until August 1, 2019. See Notice, supra note
3, at 35165.
5 See Notice, supra note 3, at 35165.
6 See Letter to Vanessa Countryman, Secretary,
Commission, from Ellen Greene, Managing Director,
Securities Industry and Financial Markets
Association (‘‘SIFMA’’), dated August 27, 2019
(‘‘SIFMA Letter’’).
7 15 U.S.C. 78s(b)(3)(C).
8 See Notice, supra note 3, at 35165.
9 See id. at 35166.
10 Id. at 35165.
2 17

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