Order Granting Application by Nasdaq PHLX LLC for an Exemption Pursuant to Section 36(a) of the Exchange Act From the Rule Filing Requirements of Section 19(b) of the Exchange Act With Respect to Certain Rules Incorporated by Reference

As Enacted ( Federal Register)

Cited authorities 5

Cited in

Published date	18 May 2021
Citation	86 FR 26997
Record Number	2021-10391
Section	Notices
Court	Securities And Exchange Commission

26997

Federal Register / Vol. 86, No. 94 / Tuesday, May 18, 2021 / Notices

15 U.S.C. 78s(b)(3)(A)(iii).

17 CFR 240.19b–4(f)(6).

17 CFR 240.19b–4(f)(6)(iii).

For purposes only of waiving the operative

delay for this proposal, the Commission has

considered the proposed rule’s impact on

efficiency, competition, and capital formation. See

15 U.S.C. 78c(f).

15 U.S.C. 78s(b)(2)(B).

17 CFR 200.30–3(a)(12).

15 U.S.C. 78mm(a)(1).

15 U.S.C. 78s(b).

See Letter from Angela Dunn, Principal

Associate General Counsel, to J. Matthew

DeLesDernier, Assistant Secretary, Securities and

Exchange Commission, dated March 5, 2021

(‘‘Exemptive Request’’).

See Exchange Act Release No. 91342 (Mar. 17,

2021), 86 FR 15538 (Mar. 23, 2021) (SR–PHLX–

2021–13).

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

The Exchange has filed the proposed

rule change pursuant to Section

19(b)(3)(A)(iii) of the Act

and Rule

19b–4(f)(6) thereunder.

Because the

proposed rule change does not: (i)

Significantly affect the protection of

investors or the public interest; (ii)

impose any significant burden on

competition; and (iii) become operative

prior to 30 days from the date on which

it was filed, or such shorter time as the

Commission may designate, if

consistent with the protection of

investors and the public interest, the

proposed rule change has become

effective pursuant to Section 19(b)(3)(A)

of the Act and Rule 19b–4(f)(6)(iii)

thereunder.

A proposed rule change filed under

Rule 19b–4(f)(6)

normally does not

become operative prior to 30 days after

the date of the filing. However, pursuant

to Rule 19b–4(f)(6)(iii),

the

Commission may designate a shorter

time if such action is consistent with the

protection of investors and the public

interest. The Exchange has asked the

Commission to waive the 30-day

operative delay so that the proposal may

become operative immediately upon

filing.

The Commission believes that

waiving the 30-day operative delay is

consistent with the protection of

investors and the public interest, as it

will allow the 14 day period to take

effect immediately. For this reason, the

Commission designates the proposed

rule change to be operative upon

filing.

At any time within 60 days of the

filing of such proposed rule change, the

Commission summarily may

temporarily suspend such rule change if

it appears to the Commission that such

action is necessary or appropriate in the

public interest, for the protection of

investors, or otherwise in furtherance of

the purposes of the Act. If the

Commission takes such action, the

Commission shall institute proceedings

under Section 19(b)(2)(B)

of the Act to

determine whether the proposed rule

change should be approved or

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 rule-comments@

sec.gov. Please include File Number SR–

NYSE–2021–31 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–NYSE–2021–31. 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–NYSE–2021–31, and

should be submitted on or before June

8, 2021.

For the Commission, by the Division of

Trading and Markets, pursuant to delegated

authority.

J. Matthew DeLesDernier,

Assistant Secretary.

[FR Doc. 2021–10381 Filed 5–17–21; 8:45 am]

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–91877]

Order Granting Application by Nasdaq

PHLX LLC for an Exemption Pursuant

to Section 36(a) of the Exchange Act

From the Rule Filing Requirements of

Section 19(b) of the Exchange Act With

Respect to Certain Rules Incorporated

by Reference

May 12, 2021.

Nasdaq PHLX LLC (‘‘PHLX’’ or the

‘‘Exchange’’) has filed with the

Securities and Exchange Commission

(‘‘Commission’’) an application for an

exemption under Section 36(a)(1) of the

Securities Exchange Act of 1934 (‘‘Act’’

or ‘‘Exchange Act’’)

from the rule filing

requirements of Section 19(b) of the

Act

with respect to certain rules of the

Financial Industry Regulatory

Authority, Inc. (‘‘FINRA’’) that the

Exchange seeks to incorporate by

reference.

Section 36 of the Exchange

Act authorizes the Commission to

conditionally or unconditionally

exempt any person, security, or

transaction, or any class thereof, from

any provision of the Exchange Act or

rule thereunder, if necessary or

appropriate in the public interest and

consistent with the protection of

investors.

On March 17, 2021, the Commission

published notice of the Exchange’s

proposal to adopt rules that update an

existing but outdated reference to an

NASD rule to refer instead to a current

FINRA rule, and that incorporate certain

FINRA rules related to recordkeeping

requirements.

The proposed rule

change was immediately effective upon

filing pursuant to Section

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26998

Federal Register / Vol. 86, No. 94 / Tuesday, May 18, 2021 / Notices

15 U.S.C. 78s(b)(3)(A)(iii).

17 CFR 240.19b–4(f)(6).

17 CFR 240.0–12.

See Exemptive Request, supra note 3, at 2.

Id.

See id. The Exchange represents that the

FINRA rules proposed to be incorporated by

reference are not trading rules.

See id. at 3.

The Exchange represents that it will provide

such notice on its website in the same website

location it uses to post its own proposed rule

change filings pursuant to Rule 19b–4(l) within the

same timeframe required by such Rule. The PHLX

website will also include a link to the FINRA

website where applicable proposed rule change is

posted. See id. at 2.

See id.

See, e.g., Exchange Act Release Nos. 83296

(May 21, 2018), 83 FR 24362 (May 25, 2018) (order

granting NYSE National, Inc.’s exemptive request

relating to rules of FINRA incorporated by

reference); 83040 (April 12, 2018), 83 FR 17198

(April 18, 2018) (order granting MIAX PEARL’s

exemptive request relating to rules of MIAX

incorporated by reference); 78101 (June 17, 2016),

81 FR 41141, 41165 (June 23, 2016) (order granting

application for registration as a national securities

exchange of Investors’ Exchange, LLC and

exemptive request relating to rules of FINRA

incorporated by reference); 76998 (January 29,

2016), 81 FR 6066, 6083–84 (February 4, 2016)

(order granting application for registration as a

national securities exchange of ISE Mercury, LLC

(now known as Nasdaq MRX, LLC) and exemptive

request relating to rules of the International

Securities Exchange, LLC (now known as Nasdaq

ISE, LLC) (‘‘ISE’’) incorporated by reference,

including index options rules); 70050 (July 26,

2013), 78 FR 46622, 46642 (August 1, 2013) (order

granting application for registration as a national

securities exchange of Topaz Exchange, LLC (now

known as Nasdaq GEMX, LLC) and exemptive

request relating to rules of ISE incorporated by

reference, including index options rules); 61152

(December 10, 2009), 74 FR 66699, 66709–10

(December 16, 2009) (order granting application for

registration as a national securities exchange of C2

Options Exchange, Incorporated and exemptive

request relating to rules of CBOE incorporated by

reference, including index options rules). See also,

e.g., Exchange Act Release No. 61534 (February 18,

2010), 75 FR 8760 (February 25, 2010) (order

granting BATS Exchange, Inc.’s exemptive request

relating to rules incorporated by reference by the

BATS Exchange Options Market rules) (‘‘BATS

Options Market Order’’).

See 17 CFR 240.0–12; Exchange Act Release

No. 39624 (February 5, 1998), 63 FR 8101 (February

18, 1998) (Commission Procedures for Filing

Applications for Orders for Exemptive Relief

Pursuant to Section 36 of the Act).

See BATS Options Market Order, supra note 14

(citing Exchange Act Release No. 49260 (February

17, 2004), 69 FR 8500 (February 24, 2004) (order

granting exemptive request relating to rules

incorporated by reference by several SROs) (‘‘2004

Order’’)).

See id. at 8761. See also 2004 Order, supra note

16, at 8502.

15 U.S.C. 78mm.

19(b)(3)(A)(iii)

of the Exchange Act 4,

and Rule 19b–4(f)(6) thereunder.

The Exchange has requested, pursuant

to Rule 0–12 under the Exchange Act,

that the Commission grant the Exchange

an exemption from the rule filing

requirements of Section 19(b) of the Act

for changes to those PHLX rules that are

effected solely by virtue of a change to

a FINRA rule that is incorporated by

reference.

Specifically, PHLX requests

that it be permitted to incorporate

changes made to each FINRA rule (or

series of rules as the case may be) that

is incorporated by reference in the

following PHLX Rules, without the need

for the Exchange to file separately the

same proposed rule changes pursuant to

Section 19(b) of the Exchange Act:

•General 9, Section 19 (Discretionary

Accounts), which incorporates by

reference FINRA Rule 3260;

•General 9, Section 30 (Books and

Records), which incorporates by

reference FINRA Rule 4511; and

•General 9, Section 45 (Customer

Account Information), which

incorporates by reference FINRA Rule

4512.

The Exchange states that the direct

incorporations by reference of FINRA

rules, which are regulatory in nature,

are intended to ensure that the

Exchange’s Rulebook will remain

consistent at all times with respect to

the Exchange’s Rulebook pertaining to

Discretionary Accounts, Books and

Records, and Customer Account

Information, and for that reason, the

Exchange believes the exemption is

appropriate.

The Exchange represents that, as a

condition to the requested exemption

from Section 19(b) of the Exchange Act,

the Exchange will provide written

notice to its members whenever FINRA

proposes a change to a cross-referenced

rule.

Such notice will alert Exchange

members to the proposed rule change

and give them an opportunity to

comment on the proposal.

The Commission has issued

exemptions similar to the Exchange’s

request.

In granting one such

exemption in 2010, the Commission

repeated a prior 2004 Commission

statement that it would consider similar

future exemption requests from other

SROs, provided that:

•An SRO wishing to incorporate

rules of another SRO by reference has

submitted a written request for an order

exempting it from the requirement in

Section 19(b) of the Exchange Act to file

proposed rule changes relating to the

rules incorporated by reference, has

identified the applicable originating

SRO(s), together with the rules it wants

to incorporate by reference, and

otherwise has complied with the

procedural requirements set forth in the

Commission’s release governing

procedures for requesting exemptive

orders pursuant to Rule 0–12 under the

Act;

•The incorporating SRO has

requested incorporation of categories of

rules (rather than individual rules

within a category) that are not trading

rules (e.g., the SRO has requested

incorporation of rules such as margin,

suitability, or arbitration); and

•The incorporating SRO has

reasonable procedures in place to

provide written notice to its members

each time a change is proposed to the

incorporated rules of another SRO.

The Commission believes that the

Exchange has satisfied each of these

conditions. The Commission also

believes that granting the Exchange an

exemption from the rule filing

requirements under Section 19(b) of the

Exchange Act will promote efficient use

of Commission and Exchange resources

by avoiding duplicative rule filings

based on simultaneous changes to

identical rule text sought by more than

one SRO.

Finally, the Commission

notes that any changes that the

Exchange would make to General 9,

Section 19 (Discretionary Accounts),

General 9, Section 30 (Books and

Records), and General 9, Section 45

(Customer Account Information), other

than those changes that incorporate by

reference changes to the FINRA rules

specifically referenced herein, are not

exempted from Section 19(b) of the

Exchange Act. The Commission

therefore finds it appropriate in the

public interest and consistent with the

protection of investors to exempt the

Exchange from the rule filing

requirements under Section 19(b) of the

Exchange Act with respect to the

following PHLX rules: General 9,

Section 19 (Discretionary Accounts),

which incorporates by reference FINRA

Rule 3260; General 9, Section 30 (Books

and Records), which incorporates by

reference FINRA Rule 4511; and General

9, Section 45 (Customer Account

Information), which incorporates by

reference FINRA Rule 4512. This

exemption is conditioned upon the

Exchange promptly providing written

notice to its members whenever FINRA

changes a rule that the Exchange has

incorporated by reference.

Accordingly, it is ordered, pursuant to

Section 36 of the Exchange Act,

that

the Exchange is exempt from the rule

filing requirements of Section 19(b) of

the Act solely with respect to changes

to PHLX Rules General 9, Section 19

(Discretionary Accounts), which

incorporates by reference FINRA Rule

3260; General 9 Section 30 (Books and

Records), which incorporates by

reference FINRA Rule 4511; and General

9, Section 45 (Customer Account

Information), which incorporates by

reference FINRA Rule 4512, provided

that the Exchange promptly provides

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26999

Federal Register / Vol. 86, No. 94 / Tuesday, May 18, 2021 / Notices

17 CFR 200.30–3(a)(76).

15 U.S.C. 78s(b)(1).

17 CFR 240.19b–4.

15 U.S.C. 78s(b)(3)(A).

17 CFR 240.19b–4(f)(4).

Terms not defined herein are defined in the

Rules, available at http://dtcc.com/∼/media/Files/

Downloads/legal/rules/nscc_rules.pdf.

written notice to its members whenever

FINRA proposes to change a rule that

the Exchange has incorporated by

reference.

For the Commission, by the Division of

Trading and Markets, pursuant to delegated

authority.

J. Matthew DeLesDernier,

Assistant Secretary.

[FR Doc. 2021–10391 Filed 5–17–21; 8:45 am]

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–91881; File No. SR–NSCC–

2021–006]

Self-Regulatory Organizations;

National Securities Clearing

Corporation; Notice of Filing and

Immediate Effectiveness of a Proposed

Rule Change To Make Clarifications,

Corrections and Certain Other

Changes to the NSCC Rules &

Procedures

May 12, 2021.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’)

and Rule 19b–4 thereunder,

notice is hereby given that on May 7,

2021, National Securities Clearing

Corporation (‘‘NSCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I, II and III

below, which Items have been prepared

by the clearing agency. NSCC filed the

proposed rule change pursuant to

Section 19(b)(3)(A) of the Act

and Rule

19b–4(f)(4) thereunder.

The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Clearing Agency’s Statement of the

Terms of Substance of the Proposed

Rule Change

The proposed rule change consists of

modifications to the NSCC Rules &

Procedures (‘‘Rules’’) in order to (i)

correct or clarify the use of certain

defined terms in the Rules, (ii) make

certain clarifications in the Rules, (iii)

make certain technical changes to the

Rules, (iv) add a disclaimer regarding

trademarks and servicemarks in the

Rules and (v) change certain notice

provisions relating to rule changes, each

as described in more detail below.

II. Clearing Agency’s Statement of the

Purpose of, and Statutory Basis for, the

Proposed Rule Change

In its filing with the Commission, the

clearing agency included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item IV below. The

clearing agency has prepared

summaries, set forth in sections A, B,

and C below, of the most significant

aspects of such statements.

(A) Clearing Agency’s Statement of the

Purpose of, and Statutory Basis for, the

Proposed Rule Change

1. Purpose

NSCC is proposing to (i) correct or

clarify the use of certain defined terms

in the Rules, (ii) make certain

clarifications in the Rules, (iii) make

certain technical changes to the Rules,

(iv) add a disclaimer regarding

trademarks and servicemarks in the

Rules and (v) change certain notice

provisions relating to rule changes, each

as described in more detail below.

(i) Proposal To Correct the Use of

Certain Defined Terms in the Rules

Certain capitalized terms are used but

not defined, certain terms are defined

but the defined terms are not used

consistently and certain defined terms

are duplicative in the Rules. NSCC is

proposing to correct and clarify the use

of certain defined terms in the Rules as

follows:

•Move the defined term ‘‘Affiliate’’

from Rule 4A to Rule 1 as the term is

used in a number of places in the

Rules and remove ‘‘, as defined in

Rule 4A’’ after the use of the term

Affiliate in Section 7 of Rule 7 and

Section A of Procedure II

•clarify the definitions of ‘‘Board’’ and

‘‘Board of Directors’’ in Rule 1 to

ensure that it is clear that both terms

are defined and have the same

meaning

•capitalize ‘‘business day’’ throughout

the Rules to reflect that it is a defined

term

•add a defined term ‘‘Exchange Act’’ in

Rule 1 for the Securities Exchange Act

of 1934, as amended and replace

‘‘Securities Exchange Act of 1934, as

amended’’ and ‘‘Securities Exchange

Act of 1934’’ and ‘‘Act’’ with the new

defined term in a number of places in

the Rules

•capitalize ‘‘affiliate’’ in the definition

of ‘‘Family-Issued Securities’’ in Rule

1 to reflect that it is a defined term

•add a defined term ‘‘GAAP’’ in Rule

1 as the abbreviation is currently used

in a number of places in the Rules to

describe generally accepted

accounting principles, consistently

applied

•delete ‘‘(or IMA Member)’’ from the

definition of ‘‘Investment Manager/

Agent Member’’ in Rule 1 and delete

‘‘IMA’’ as a defined term in Section

2(j) of Rule 2 as they are duplicative

of an existing defined term

‘‘Investment Manager/Agent Member’’

that has the same meaning; replace

the use of ‘‘IMA Members’’ in a

footnote in Rule 2A with ‘‘Investment

Manager/Agent Members’’ using the

existing defined term Investment

Manager/Agent Member

•add a defined term ‘‘NSCC’’ in Rule

1 as the term is currently used in a

number of places in the Rules to

describe NSCC

•add a defined term ‘‘SEC’’ in Rule 1

for the Securities Exchange

Commission and replace ‘‘Securities

Exchange Commission,’’ ‘‘U.S.

Securities and Exchange

Commission’’ and ‘‘Commission’’

with the defined term in a number of

places in the Rules

•change reference of ‘‘Non-U.S.’’ to

‘‘non-U.S.’’ in a footnote in Rule 2A

to reflect that Non-U.S. is not a

defined term

•use the existing defined term ‘‘NSCC

website’’ rather than other

descriptions of the NSCC website

such as the ‘‘Corporation’s website’’

and ‘‘website’’ in Section 2 of Rule 2B

and ‘‘website’’ and ‘‘NSCC’s website’’

in Section 7 of Rule 45; remove a

duplicative definition of NSCC

website in Section 7 of Rule 45

•capitalize ‘‘corporation’’ in Section 4

of Rule 7 to reflect the existing

defined term

•use the existing defined term ‘‘CFTC’’

in place of ‘‘Commodity Futures

Trading Commission’’ in Section 6 of

Rule 7 and in place of ‘‘Commodities

Futures Trading Commission’’ in,

Section (b) of Rule 49

•change ‘‘Guidelines’’ to ‘‘guidelines’’

in Section 2(b)(vii) of Rule 15 to

reflect that Guidelines is not a defined

term

•change references to ‘‘Time of

Insolvency’’ to ‘‘time of insolvency’’

in Section 4 of Rule 45 to reflect that

the term is not defined in the Rules

•capitalize ‘‘rules’’ in Section 7 of Rule

45 and in Section C(3) of Rule 52 to

reflect the existing defined term

•change ‘‘Fund/Serv Eligible Fund’’ to

‘‘Fund/SERV Eligible Fund’’ in

Section 12 of Rule 50 to reflect the

correct capitalization of the defined

term

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Order Granting Application by Nasdaq PHLX LLC for an Exemption Pursuant to Section 36(a) of the Exchange Act From the Rule Filing Requirements of Section 19(b) of the Exchange Act With Respect to Certain Rules Incorporated by Reference

You can sign up for a trial and make the most of our service including these benefits.

Why Sign-up to vLex?

Over 100 Countries

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Over 2 million registered users

You can sign up for a trial and make the most of our service including these benefits.

Why Sign-up to vLex?

Over 100 Countries

Thousands of Data Sources

Find What You Need, Quickly

Over 2 million registered users

You can sign up for a trial and make the most of our service including these benefits.

Why Sign-up to vLex?

Over 100 Countries

Thousands of Data Sources

Find What You Need, Quickly

Over 2 million registered users

You can sign up for a trial and make the most of our service including these benefits.

Why Sign-up to vLex?

Over 100 Countries

Thousands of Data Sources

Find What You Need, Quickly

Over 2 million registered users

You can sign up for a trial and make the most of our service including these benefits.

Why Sign-up to vLex?

Over 100 Countries

Thousands of Data Sources

Find What You Need, Quickly

Over 2 million registered users

Why Sign-up to vLex?

Over 100 Countries

Thousands of Data Sources

Find What You Need, Quickly

Over 2 million registered users

You can sign up for a trial and make the most of our service including these benefits.

Why Sign-up to vLex?

Over 100 Countries

Thousands of Data Sources

Find What You Need, Quickly

Over 2 million registered users