Notice2025-17602
Order Granting Application by NYSE Texas, Inc. 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
Primary source
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Published
September 12, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 175 (Friday, September 12, 2025)</title>
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[Federal Register Volume 90, Number 175 (Friday, September 12, 2025)]
[Notices]
[Pages 44260-44261]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-17602]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103912]
Order Granting Application by NYSE Texas, Inc. 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
September 9, 2025.
NYSE Texas, Inc. (``NYSE Texas'' or ``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 (``Exchange Act'') \1\ from the rule filing requirements of
Section 19(b) of the Exchange Act \2\ with respect to certain rules of
NYSE Arca, Inc. (``NYSE Arca'') that the Exchange seeks to incorporate
by reference.\3\ Section 36 of the Exchange Act, subject to certain
limitations, 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.
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\1\ 15 U.S.C. 78mm(a)(1).
\2\ 15 U.S.C. 78s(b).
\3\ See Letter from David De Gregorio, Associate General
Counsel, New York Stock Exchange, dated May 28, 2025 (``Exemptive
Request'').
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The Exchange has requested, pursuant to Rule 0-12 under the
Exchange Act,\4\ that the Commission grant the Exchange an exemption
from the rule filing requirements of Section 19(b) of the Exchange Act
for changes to the Exchange's rules that are affected solely by virtue
of a change to a cross-referenced NYSE Arca rule. Specifically, the
Exchange requests that it be permitted to incorporate by reference
changes made to the NYSE Arca rules listed below that are cross-
referenced (collectively, the ``Cross-Referenced NYSE Arca Rules'') in
Exchange rules that were adopted in two recent proposed rule
changes,\5\ without the need for the Exchange to file separately the
same proposed rule changes pursuant to Section 19(b) of the Exchange
Act: \6\
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\4\ 17 CFR 240.0-12.
\5\ See Securities Exchange Act Release Nos. 102957 (April 29,
2025), 90 FR 19054 (May 5, 2025) (SR-NYSECHX-2025-04) (Notice of
Filing of Amendment No. 1, and Order Granting Accelerated Approval
of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend
Exchange Rules 1.1, 5, 7.18, 8 and Exchange Article 22, Rules 24-27)
and 103018 (May 9, 2025), 90 FR 20715 (May 15, 2025) (SR-NYSETEX-
2025-06) (Notice of Filing and Immediate Effectiveness of Proposed
Rule Change To Adopt New Rule 11.30).
\6\ See Exemptive Request, supra note 3, at 2.
<bullet> NYSE Arca Rule 5.3-O (Criteria for Underlying Securities)
<bullet> NYSE Arca Rule 5.13-O (Designation of the Index Narrow-Based
Index Options)
<bullet> NYSE Arca Rule 9.18-O (Doing a Public Business in Options)
<bullet> NYSE Arca Rule 9.28-O (Advertisements, Market Letters and
Sales Literature Relating to Options)
<bullet> NYSE Arca Rule 5.2-E(c) (Common Stock-Select Market Companies)
The Exchange represents that the NYSE Arca rules listed above are
not trading rules and instead set forth listing requirements or
requirements related to the general conduct of options trading.\7\ 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 Participants \8\ whenever NYSE Arca proposes a change
to a Cross-Referenced NYSE Arca Rule.\9\ The Exchange states that such
notice will alert Participants to the proposed NYSE Arca rule change
and give them an opportunity to comment on the proposal.\10\ The
Exchange further represents that it will inform Participants in writing
when the Commission approves any such proposed rule changes.\11\
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\7\ See id. at 2, n.7.
\8\ See definition of ``Participant'' in NYSE Texas Rules,
Article 1, Rule 1(s).
\9\ See id. at 3. The Exchange represents that it will provide
such notice via a posting on the same website location where the
Exchange posts its own rule filings pursuant to Rule 19b-4(l) within
the time frame required by such rule. See id. at 3, n.8. The website
posting will include a link to the location on NYSE Arca's website
where the applicable proposed rule change is posted. See id.
\10\ See id.
\11\ See id.
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According to the Exchange, this exemption is appropriate because it
would promote consistency between the Exchange's rulebook and the
Cross-Referenced NYSE Arca Rules at all times. This harmonization of
the Exchange rules and the Cross-Referenced NYSE Arca Rules would thus
support the uniform application of such rules to Participants and NYSE
Arca ETP Holders \12\ and increase internal efficiencies with respect
to the administration of such rules.\13\
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\12\ See definition of ``ETP Holder'' in NYSE Arca Rule 1.1.
\13\ See Exemptive Request, at 2.
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The Commission has issued exemptions similar to the Exchange's
request.\14\ In granting similar
[[Page 44261]]
exemptions, the Commission stated that it would consider similar future
exemption requests, provided that:
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\14\ See, e.g., Securities Exchange Act Release Nos. 91202
(February 24, 2021), 86 FR 12250 (March 2, 2021) (order granting
Nasdaq ISE's exemptive request regarding Nasdaq Rule 1000 Series
incorporated by reference); 83296 (May 21, 2018), 83 FR 24362 (May
25, 2018) (order granting NYSE National, Inc.'s exemptive request
relating to rules of the Financial Industry Regulatory Authority,
Inc. (``FINRA'') incorporated by reference); 83040 (April 12, 2018),
83 FR 17198 (April 18, 2018) (order granting MIAX PEARL, LLC's
exemptive request relating to rules of the Miami International
Securities Exchange, LLC 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 and exemptive request relating to rules of certain
self-regulatory organizations (``SROs'') (including FINRA)
incorporated by reference); 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'');
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 the Chicago Board Options
Exchange, Incorporated, incorporated by reference).
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<bullet> 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 Exchange Act; \15\
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\15\ See 17 CFR 240.0-12 and Securities 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 Exchange Act; Final Rule).
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<bullet> 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
<bullet> 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.\16\
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\16\ See BATS Options Market Order, supra note 14 (citing
Securities 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'')).
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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 the
Commission's and the Exchange's resources by avoiding duplicative rule
filings based on simultaneous changes to identical rule text sought by
more than one SRO.\17\ 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 above-described NYSE Arca
rules it has incorporated by reference. This exemption is conditioned
upon the Exchange promptly providing written notice to its Participants
whenever NYSE Arca changes a rule that the Exchange has incorporated by
reference.
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\17\ See BATS Options Market Order, supra note 14, 75 FR at
8761; see also 2004 Order, supra note 16, 69 FR at 8502.
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Accordingly, it is ordered, pursuant to Section 36 of the Exchange
Act,\18\ that the Exchange is exempt from the rule filing requirements
of Section 19(b) of the Exchange Act solely with respect to changes to
the Cross-Referenced NYSE Arca Rules identified in the Exemptive
Request, provided that the Exchange promptly provides written notice to
its Participants whenever NYSE Arca proposes to change a rule that the
Exchange has incorporated by reference.
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\18\ 15 U.S.C. 78mm.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(76).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-17602 Filed 9-11-25; 8:45 am]
BILLING CODE 8011-01-P
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