
[Federal Register Volume 80, Number 193 (Tuesday, October 6, 2015)]
[Notices]
[Pages 60426-60431]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-25328]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76056; File No. 4-618]


Program for Allocation of Regulatory Responsibilities Pursuant to 
Rule 17d-2; Notice of Filing of Proposed Amended Plan for the 
Allocation of Regulatory Responsibilities Between BATS Exchange, Inc., 
BATS Y-Exchange, Inc., BOX Options Exchange LLC, Chicago Board Options 
Exchange, Incorporated, C2 Options Exchange, Incorporated, Chicago 
Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., 
Financial Industry Regulatory Authority, Inc., International Securities 
Exchange, LLC, ISE Gemini, LLC, Miami International Securities 
Exchange, LLC, The NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc., NASDAQ 
OMX PHLX, Inc., National Stock Exchange, Inc., New York Stock Exchange 
LLC, NYSE MKT LLC, and NYSE Arca, Inc.

September 30, 2015.
    Pursuant to Section 17(d) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 17d-2 thereunder,\2\ notice is hereby given that 
on September 2, 2015, BATS Exchange, Inc. (``BATS''), BATS Y-Exchange, 
Inc. (``BATS Y''), BOX Options Exchange LLC (``BOX''), Chicago Board 
Options Exchange, Incorporated (``CBOE''), C2 Options Exchange, 
Incorporated (``C2''), Chicago Stock Exchange, Inc. (``CHX''), EDGA 
Exchange, Inc. (``EDGA''), EDGX Exchange, Inc. (``EDGX''), Financial 
Industry Regulatory Authority, Inc. (``FINRA''), International 
Securities Exchange, LLC (``ISE''), ISE Gemini, LLC (``ISE Gemini''), 
Miami International Securities Exchange, LLC (``MIAX''), The NASDAQ 
Stock Market LLC (``NASDAQ''), NASDAQ OMX BX, Inc. (``BX''), NASDAQ OMX 
PHLX, Inc. (``Phlx''), National Stock Exchange, Inc. (``NSX''), New 
York Stock Exchange LLC (``NYSE''), NYSE MKT LLC (``NYSE MKT''), and 
NYSE Arca, Inc. (``NYSE Arca'') (each, a ``Participating 
Organization,'' and, together, the ``Participating Organizations'' or 
the ``Parties''), filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') an amended plan for the allocation of 
regulatory responsibilities with respect to certain Regulation NMS 
Rules listed in Exhibit A to the Plan (``17d-2 Plan'' or the ``Plan''). 
As further discussed in Section II, below, this Agreement amends and 
restates the agreement by and among the Participating Organizations 
approved by the SEC on December 3, 2010.\3\ The Commission is 
publishing this notice to solicit comments on the 17d-2 Plan from 
interested persons.
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    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
    \3\ See Securities Exchange Act Release No. 63230 (November 2, 
2010), 75 FR 68632 (November 8, 1976).
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I. Introduction

    Section 19(g)(1) of the Act,\4\ among other things, requires every 
self-regulatory organization (``SRO'') registered as either a national 
securities exchange or national securities association to examine for, 
and enforce compliance by, its members and persons associated with its 
members with the Act, the rules and regulations thereunder, and the 
SRO's own rules, unless the SRO is relieved of this responsibility 
pursuant to Section 17(d) or Section 19(g)(2) of the Act.\5\ Without 
this relief, the statutory obligation of each individual SRO could 
result in a pattern of multiple examinations of broker-dealers that 
maintain memberships in more than one SRO (``common members''). Such 
regulatory duplication would add unnecessary expenses for common 
members and their SROs.
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    \4\ 15 U.S.C. 78s(g)(1).
    \5\ 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), respectively.
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    Section 17(d)(1) of the Act \6\ was intended, in part, to eliminate 
unnecessary multiple examinations and regulatory duplication.\7\ With 
respect to a common member, Section 17(d)(1) authorizes the Commission, 
by rule or order, to relieve an SRO of the responsibility to receive 
regulatory reports, to examine for and enforce compliance with 
applicable statutes, rules, and regulations, or to perform other 
specified regulatory functions.
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    \6\ 15 U.S.C. 78q(d)(1).
    \7\ See Securities Act Amendments of 1975, Report of the Senate 
Committee on Banking, Housing, and Urban Affairs to Accompany S. 
249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975).
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    To implement Section 17(d)(1), the Commission adopted two rules: 
Rule 17d-1 and Rule 17d-2 under the Act.\8\ Rule 17d-1 authorizes the 
Commission to name a single SRO as the designated examining authority 
(``DEA'') to examine common members for compliance with the financial 
responsibility requirements imposed by the Act, or by Commission or SRO 
rules.\9\ When an SRO has been named as a common member's DEA, all 
other SROs to which the common member belongs are relieved of the 
responsibility

[[Page 60427]]

to examine the firm for compliance with the applicable financial 
responsibility rules. On its face, Rule 17d-1 deals only with an SRO's 
obligations to enforce member compliance with financial responsibility 
requirements. Rule 17d-1 does not relieve an SRO from its obligation to 
examine a common member for compliance with its own rules and 
provisions of the federal securities laws governing matters other than 
financial responsibility, including sales practices and trading 
activities and practices.
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    \8\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
    \9\ See Securities Exchange Act Release No. 12352 (April 20, 
1976), 41 FR 18808 (May 7, 1976).
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    To address regulatory duplication in these and other areas, the 
Commission adopted Rule 17d-2 under the Act.\10\ Rule 17d-2 permits 
SROs to propose joint plans for the allocation of regulatory 
responsibilities with respect to their common members. Under paragraph 
(c) of Rule 17d-2, the Commission may declare such a plan effective if, 
after providing for appropriate notice and comment, it determines that 
the plan is necessary or appropriate in the public interest and for the 
protection of investors; to foster cooperation and coordination among 
the SROs; to remove impediments to, and foster the development of, a 
national market system and a national clearance and settlement system; 
and is in conformity with the factors set forth in Section 17(d) of the 
Act. Commission approval of a plan filed pursuant to Rule 17d-2 
relieves an SRO of those regulatory responsibilities allocated by the 
plan to another SRO.
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    \10\ See Securities Exchange Act Release No. 12935 (October 28, 
1976), 41 FR 49091 (November 8, 1976).
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II. Proposed Amended Plan

    On September 2, 2015, the parties submitted a proposed amendment to 
the Plan. The primary purpose of the amendment is to add Regulation NMS 
Rules 606, 607, and 611(c) and (d). In addition, because Regulation NMS 
Rule 606 applies to ``NMS Securites,'' and thus includes responsibility 
for options, the Amended Plan adds additional Participating 
Organizations that are options markets.
    The proposed 17d-2 Plan is intended to reduce regulatory 
duplication for firms that are members of more than one Participating 
Organization.\11\ The proposed amendments to the Plan provide for the 
allocation of regulatory responsibility according to whether the 
covered rule pertains to NMS stocks or NMS securities. For covered 
rules that pertain to NMS stocks (i.e., Rules 607, 611, and 612), FINRA 
would serve as the ``Designated Regulation NMS Examining Authority'' 
(``DREA'') for common members that are members of FINRA, and therein 
would assume certain examination and enforcement responsibilities for 
those members with respect to specified Regulation NMS rules. For 
common members that are not members of FINRA, the amended Plan provides 
that the member's DEA would serve as the DREA, provided that the DEA 
exchange operates a national securities exchange or facility that 
trades NMS stocks and the common member is a member of such exchange or 
facility. Section 1(c) of the amended Plan contains a list of proposed 
principles that would be applicable to the allocation of common members 
in cases not specifically addressed in the Plan. An exchange that does 
not trade NMS stocks would have no regulatory authority for covered 
Regulation NMS rules pertaining to NMS stocks. For covered rules that 
pertain to NMS securities, and thus include options (i.e., Rule 606), 
the proposed amended Plan provides that the DREA will be the same as 
the DREA for the rules pertaining to NMS stocks. For common members 
that are not members of an exchange that trades NMS stocks, the common 
member would be allocated according to the principles set forth in 
Section 1(c) of the Plan.
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    \11\ The proposed 17d-2 Plan refers to these members as ``Common 
Members.''
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    The text of the Plan delineates the proposed regulatory 
responsibilities with respect to the Parties. Included in the proposed 
Plan is an exhibit (the ``Covered Regulation NMS Rules'') that lists 
the federal securities laws, rules, and regulations, for which the 
applicable DREA would bear examination and enforcement responsibility 
under the proposed amended Plan for Common Members of the Participating 
Organization and their associated persons.
    Specifically, under the 17d-2 Plan, the applicable DREA would 
assume examination and enforcement responsibility relating to 
compliance by Common Members with the Covered Regulation NMS Rules. 
Covered Regulation NMS Rules would not include the application of any 
rule of a Participating Organization, or any rule or regulation under 
the Act, to the extent that it pertains to violations of insider 
trading activities, because such matters are covered by a separate 
multiparty agreement under Rule 17d-2.\12\ Under the Plan, 
Participating Organizations would retain full responsibility for 
surveillance and enforcement with respect to trading activities or 
practices involving their own marketplace.\13\
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    \12\ See Securities Exchange Act Release No. 58350 (August 13, 
2008), 73 FR 48247 (August 18, 2008) (File No. 4-566) (notice of 
filing of proposed plan). See also Securities Exchange Act Release 
No. 58536 (September 12, 2008) (File No. 4-566) (order approving and 
declaring effective the plan).
    \13\ See paragraph 1 of the proposed 17d-2 Plan.
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    The text of the proposed amended 17d-2 Plan is as follows 
(additions are in italics; deletions are in brackets):

Agreement for the Allocation of Regulatory Responsibility for the 
Covered Regulation NMS Rules Pursuant to Sec.  17(d) of the Securities 
Exchange Act of 1934, 15 U.S.C. 78q(d), and Rule 17d-2 Thereunder

    This agreement (the ``Agreement'') by and among BATS Exchange, Inc. 
(``BATS''), BATS Y-Exchange, Inc. (``BATS Y''), BOX Options Exchange 
LLC (``BOX''), Chicago Board Options Exchange, Incorporated[.] 
(``CBOE'')[\1\], C2 Options Exchange, Incorporated (``C2''), Chicago 
Stock Exchange, Inc. (``CHX''), EDGA Exchange, Inc. (``EDGA''), EDGX 
Exchange, Inc. (``EDGX''), Financial Industry Regulatory Authority, 
Inc. (``FINRA''), International Securities Exchange, LLC (``ISE''), ISE 
Gemini, LLC (``ISE Gemini''), Miami International Securities Exchange, 
LLC (``MIAX''), The NASDAQ Stock Market LLC (``NASDAQ''), NASDAQ OMX 
BX, Inc., NASDAQ OMX PHLX, Inc., National Stock Exchange, Inc. 
(``NSX''), New York Stock Exchange LLC (``NYSE''), NYSE [Amex]MKT LLC 
(``NYSE [Amex]MKT''), and NYSE Arca, Inc. (``NYSE Arca'') (each, a 
``Participating Organization,'' and, together, the ``Participating 
Organizations''), is made pursuant to Sec.  17(d) of the Securities 
Exchange Act of 1934 (the ``Act'' or ``SEA''), 15 U.S.C. 78q(d), and 
Rule 17d-2 thereunder, which allow for plans to allocate regulatory 
responsibility among self-regulatory organizations (``SROs''). Upon 
approval by the Securities and Exchange Commission (``Commission'' or 
``SEC''), this Agreement shall amend and restate the agreement by and 
among the Participating Organizations approved by the SEC on December 
3, 2010.
    WHEREAS, the Participating Organizations desire to: (a) Foster 
cooperation and coordination among the SROs; (b) remove impediments to, 
and foster the development of, a national market system; (c) strive to 
protect the interest of investors; and (d) eliminate duplication in 
their examination and enforcement of SEA Rules 606, 607, 611[(a) and 
(b)] and 612 (the ``Covered Regulation NMS Rules'');
    WHEREAS, the Participating Organizations are interested in 
allocating regulatory responsibilities

[[Page 60428]]

with respect to broker-dealers that are members of more than one 
Participating Organization (the ``Common Members'') relating to the 
examination and enforcement of the Covered Regulation NMS Rules; and
    WHEREAS, the Participating Organizations will request regulatory 
allocation of these regulatory responsibilities by executing and filing 
with the [Securities and Exchange Commission (``Commission'' or 
``]SEC['') a] this plan for the above stated purposes [(this 
Agreement)] pursuant to the provisions of Sec.  17(d) of the Act, and 
Rule 17d-2 thereunder, as described below.
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    [\1\ CBOE's allocation of certain regulatory responsibilities 
under this Agreement is limited to the activities of the CBOE Stock 
Exchange, LLC, a facility of CBOE.]
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    NOW, THEREFORE, in consideration of the mutual covenants contained 
hereafter, and other valuable consideration to be mutually exchanged, 
the Participating Organizations hereby agree as follows:
    1. Assumption of Regulatory Responsibility. The Designated 
Regulation NMS Examining Authority (the ``DREA'') shall assume 
examination and enforcement responsibilities relating to compliance by 
Common Members with the Covered Regulation NMS Rules to which the DREA 
is allocated responsibility (``Regulatory Responsibility''). A list of 
the Covered Regulation NMS Rules is attached hereto as Exhibit A.
    a. For Covered Regulation NMS Rules Pertaining to ``NMS stocks'' 
(as defined in Regulation NMS) (i.e., Rules 607, 611 and 612): FINRA 
shall serve as DREA for Common Members that are members of FINRA. The 
Designated Examining Authority (``DEA'') pursuant to SEA Rule 17d-1 
shall serve as DREA for Common Members that are not members of FINRA, 
provided that the DEA operates a national securities exchange or 
facility that trades NMS stocks and the Common Member is a member of 
such exchange or facility. For all other Common Members, the 
Participating Organizations shall allocate Common Members among the 
Participating Organizations (other than FINRA) that operate a national 
securities exchange that trades NMS stocks based on the principles 
outlined below and the Participating Organization to which such a 
Common Member is allocated shall serve as the DREA for that Common 
Member. (A Participating Organization that operates a national 
securities exchange that does not trade NMS stocks has no regulatory 
responsibilities related to Covered Regulation NMS Rules pertainining 
to NMS stocks and will not serve as DREA for such Covered Regulation 
NMS Rules.)
    b. For Covered Regulation NMS Rules Pertaining to ``NMS 
securities'' (as defined in Regulation NMS) (i.e., Rule 606), the DREA 
shall be same as the DREA for Covered Regulation NMS Rules pertaining 
to NMS stocks. For Common Members that are not members of a national 
securities exchange that trades NMS stocks and thus have not been 
appointed a DREA under paragraph a., the Participating Organizations 
shall allocate the Common Members among the Participating Organizations 
(other than FINRA) that operate a national securities exchange that 
trades NMS securities based on the principles outlined below and the 
Participating Organization to which such a Common Member is allocated 
shall serve as the DREA for that Common Member with respect to Covered 
Regulation NMS Rules pertaining to NMS securities. The allocation of 
Common Members to DREAs (including FINRA) for all Covered Regulation 
NMS Rules is provided in Exhibit B.
    c. For purposes of this paragraph 1, any allocation of a Common 
Member to a Participating Organization other than as specified in 
paragraphs a. and b. above shall be based on the following principles, 
except to the extent all affected Participating Organizations consent 
to one or more different principles and any such agreement to different 
principles would be deemed an amendment to this Agreement as provided 
in paragraph 22:
    i. The Participating Organizations shall not allocate a Common 
Member to a Participating Organization unless the Common Member is a 
member of that Participating Organization.
    ii. To the extent practicable, Common Members shall be allocated 
among the Participating Organizations of which they are members in such 
a manner as to equalize, as nearly as possible, the allocation among 
such Participating Organizations.
    iii. To the extent practicable, the allocation will take into 
account the amount of NMS stock activity (or NMS security activity, as 
applicable) conducted by each Common Member in order to most evenly 
divide the Common Members with the largest amount of activity among the 
Participating Organizations of which they are a members. The allocation 
will also take into account similar allocations pursuant to other plans 
or agreements to which the Participating Organizations are party to 
maintain consistency in oversight of the Common Members.\1\
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    \1\ For example, if one Participating Organization was allocated 
responsibility for a particular Common Member pursuant to a separate 
Rule 17d-2 Agreement, that Participant Organization would be 
assigned to be the DREA of that Common Member, unless there is good 
cause not to make that assignment.
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    iv. The Participating Organizations may reallocate Common Members 
from time-to-time and in such manner as they deem appropriate 
consistent with the terms of this Agreement.
    v. Whenever a Common Member ceases to be a member of its DREA 
(including FINRA), the DREA shall promptly inform the Participating 
Organizations, who shall review the matter and reallocate the Common 
Member to another Participating Organization.
    vi. The DEA or DREA (including FINRA) may request that a Common 
Member be reallocated to another Participating Organization (including 
the DEA or DREA (including FINRA)) by giving 30 days written notice to 
the Participating Organizations. The Participating Organizations shall 
promptly consider such request and, in their discretion, may approve or 
disapprove such request and if approved, reallocate the Common Member 
to such Participating Organization.
    vii. All determinations by the Participating Organizations with 
respect to allocations shall be by the affirmative vote of a majority 
of the Participating Organizations that, at the time of such 
determination, share the applicable Common Member being allocated; a 
Participating Organization shall not be entitled to vote on any 
allocation related to a Common Member unless the Common Member is a 
member of such Participating Organization.
    d. The Participating Organizations agree that they shall conduct 
meetings among them as needed for the purposes of ensuring proper 
allocation of Common Members and identifying issues or concerns with 
respect to the regulation of Common Members.
    Notwithstanding anything herein to the contrary, it is explicitly 
understood that the term ``Regulatory Responsibility'' does not 
include, and each of the Participating Organizations shall retain full 
responsibility for, examination, surveillance and enforcement with 
respect to trading activities or practices involving its own 
marketplace unless otherwise allocated pursuant to a separate Rule 17d-
2 Agreement. [Whenever a Common Member ceases to be a member of its 
DREA, the DREA shall promptly inform

[[Page 60429]]

the Common Member's DEA, which will become such Common Member's new 
DREA.]
    2. No Retention of Regulatory Responsibility. The Participating 
Organizations do not contemplate the retention of any responsibilities 
with respect to the regulatory activities being assumed by the DREA 
under the terms of this Agreement. Nothing in this Agreement will be 
interpreted to prevent a DREA from entering into Regulatory Services 
Agreement(s) to perform its Regulatory Responsibility.
    3. No Charge. A DREA shall not charge Participating Organizations 
for performing the Regulatory Responsibility under this Agreement.
    4. Applicability of Certain Laws, Rules, Regulations or Orders. 
Notwithstanding any provision hereof, this Agreement shall be subject 
to any statute, or any rule or order of the SEC. To the extent such 
statute, rule, or order is inconsistent with one or more provisions of 
this Agreement, the statute, rule, or order shall supersede the 
provision(s) hereof to the extent necessary to be properly effectuated 
and the provision(s) hereof in that respect shall be null and void.
    5. Customer Complaints. If a Participating Organization receives a 
copy of a customer complaint relating to a DREA's Regulatory 
Responsibility as set forth in this Agreement, the Participating 
Organization shall promptly forward to such DREA a copy of such 
customer complaint. It shall be such DREA's responsibility to review 
and take appropriate action in respect to such complaint.
    6. Parties to Make Personnel Available as Witnesses. Each 
Participating Organization shall make its personnel available to the 
DREA to serve as testimonial or non-testimonial witnesses as necessary 
to assist the DREA in fulfilling the Regulatory Responsibility 
allocated under this Agreement. The DREA shall provide reasonable 
advance notice when practicable and shall work with a Participating 
Organization to accommodate reasonable scheduling conflicts within the 
context and demands as the entity with ultimate regulatory 
responsibility. The Participating Organization shall pay all reasonable 
travel and other expenses incurred by its employees to the extent that 
the DREA requires such employees to serve as witnesses, and provide 
information or other assistance pursuant to this Agreement.
    7. Sharing of Work-Papers, Data and Related Information.
    a. Sharing. A Participating Organization shall make available to 
the DREA information necessary to assist the DREA in fulfilling the 
Regulatory Responsibility assumed under the terms of this Agreement. 
Such information shall include any information collected by a 
Participating Organization in the course of performing its regulatory 
obligations under the Act, including information relating to an on-
going disciplinary investigation or action against a member, the amount 
of a fine imposed on a member, financial information, or information 
regarding proprietary trading systems gained in the course of examining 
a member (``Regulatory Information''). This Regulatory Information 
shall be used by the DREA solely for the purposes of fulfilling the 
DREA's Regulatory Responsibility.
    b. No Waiver of Privilege. The sharing of documents or information 
between the parties pursuant to this Agreement shall not be deemed a 
waiver as against third parties of regulatory or other privileges 
relating to the discovery of documents or information.
    8. Special or Cause Examinations and Enforcement Proceedings. 
Nothing in this Agreement shall restrict or in any way encumber the 
right of a Participating Organization to conduct special or cause 
examinations of a Common Member, or take enforcement proceedings 
against a Common Member as a Participating Organization, in its sole 
discretion, shall deem appropriate or necessary.
    9. Dispute Resolution Under this Agreement.
    a. Negotiation. The Participating Organizations will attempt to 
resolve any disputes through good faith negotiation and discussion, 
escalating such discussion up through the appropriate management levels 
until reaching the executive management level. In the event a dispute 
cannot be settled through these means, the Participating Organizations 
shall refer the dispute to binding arbitration.
    b. Binding Arbitration. All claims, disputes, controversies, and 
other matters in question between the Participating Organizations to 
this Agreement arising out of or relating to this Agreement or the 
breach thereof that cannot be resolved by the Participating 
Organizations will be resolved through binding arbitration. Unless 
otherwise agreed by the Participating Organizations, a dispute 
submitted to binding arbitration pursuant to this paragraph shall be 
resolved using the following procedures:
    (i) The arbitration shall be conducted in a city selected by the 
DREA in which it maintains a principal office or where otherwise agreed 
to by the Participating Organizations in accordance with the Commercial 
Arbitration Rules of the American Arbitration Association and judgment 
upon the award rendered by the arbitrator may be entered in any court 
having jurisdiction thereof; and
    (ii) There shall be three arbitrators, and the chairperson of the 
arbitration panel shall be an attorney. The arbitrators shall be 
appointed in accordance with the Commercial Arbitration Rules of the 
American Arbitration Association.
    10. Limitation of Liability. As between the Participating 
Organizations, no Participating Organization, including its respective 
directors, governors, officers, employees and agents, will be liable to 
any other Participating Organization, or its directors, governors, 
officers, employees and agents, for any liability, loss or damage 
resulting from any delays, inaccuracies, errors or omissions with 
respect to its performing or failing to perform regulatory 
responsibilities, obligations, or functions, except: (a) As otherwise 
provided for under the Act[,]; (b) in instances of a Participating 
Organization's gross negligence, willful misconduct or reckless 
disregard with respect to another Participating Organization[,]; or (c) 
in instances of a breach of confidentiality obligations owed to another 
Participating Organization. The Participating Organizations understand 
and agree that the regulatory responsibilities are being performed on a 
good faith and best effort basis and no warranties, express or implied, 
are made by any Participating Organization to any other Participating 
Organization with respect to any of the responsibilities to be 
performed hereunder. This paragraph is not intended to create liability 
of any Participating Organization to any third party.
    11. SEC Approval.
    a. The Participating Organizations agree to file promptly this 
Agreement with the SEC for its review and approval. FINRA shall file 
this Agreement on behalf, and with the explicit consent, of all 
Participating Organizations.
    b. If approved by the SEC, the Participating Organizations will 
notify their members of the general terms of the Agreement and of its 
impact on their members.
    12. Subsequent Parties; Limited Relationship. This Agreement shall 
inure to the benefit of and shall be binding upon the Participating 
Organizations hereto and their respective legal representatives, 
successors, and assigns. Nothing in this Agreement, expressed or 
implied, is intended or shall: (a) Confer on any

[[Page 60430]]

person other than the Participating Organizations hereto, or their 
respective legal representatives, successors, and assigns, any rights, 
remedies, obligations or liabilities under or by reason of this 
Agreement, (b) constitute the Participating Organizations hereto 
partners or participants in a joint venture, or (c) appoint one 
Participating Organization the agent of the other.
    13. Assignment. No Participating Organization may assign this 
Agreement without the prior written consent of the DREAs performing 
Regulatory Responsibility on behalf of such Participating Organization, 
which consent shall not be unreasonably withheld, conditioned or 
delayed; provided, however, that any Participating Organization may 
assign the Agreement to a corporation controlling, controlled by or 
under common control with the Participating Organization without the 
prior written consent of such Participating Organization's DREAs. No 
assignment shall be effective without Commission approval.
    14. Severability. Any term or provision of this Agreement that is 
invalid or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such invalidity or 
unenforceability without rendering invalid or unenforceable the 
remaining terms and provisions of this Agreement or affecting the 
validity or enforceability of any of the terms or provisions of this 
Agreement in any other jurisdiction.
    15. Termination. Any Participating Organization may cancel its 
participation in the Agreement at any time upon the approval of the 
Commission after 180 days written notice to the other Participating 
Organizations (or in the case of a change of control in ownership of a 
Participating Organization, such other notice time period as that 
Participating Organization may choose). The cancellation of its 
participation in this Agreement by any Participating Organization shall 
not terminate this Agreement as to the remaining Participating 
Organizations.
    16. General. The Participating Organizations agree to perform all 
acts and execute all supplementary instruments or documents that may be 
reasonably necessary or desirable to carry out the provisions of this 
Agreement.
    17. Written Notice. Any written notice required or permitted to be 
given under this Agreement shall be deemed given if sent by certified 
mail, return receipt requested, or by a comparable means of electronic 
communication to each Participating Organization entitled to receipt 
thereof, to the attention of the Participating Organization's 
representative at the Participating Organization's then principal 
office or by email.
    18. Confidentiality. The Participating Organizations agree that 
documents or information shared shall be held in confidence, and used 
only for the purposes of carrying out their respective regulatory 
obligations under this Agreement, provided, however, that each 
Participating Organization may disclose such documents or information 
as may be required to comply with applicable requlatory requirements or 
requests for information from the SEC. Any Participating Organization 
disclosing confidential documents or information in compliance with 
applicable regulatory or oversight requirements will request 
confidential treatment of such information. No Participating 
Organization shall assert regulatory or other privileges as against the 
other with respect to Regulatory Information that is required to be 
shared pursuant to this Agreement.
    19. Regulatory Responsibility. Pursuant to Section 17(d)(1)(A) of 
the Act, and Rule 17d-2 thereunder, the Participating Organizations 
request the SEC, upon its approval of this Agreement, to relieve the 
Participating Organizations which are participants in this Agreement 
that are not the DREA as to a Common Member of any and all 
responsibilities with respect to the matters allocated to the DREA 
pursuant to this Agreement for purposes of Sec. Sec.  17(d) and 19(g) 
of the Act.
    20. Governing Law. This Agreement shall be deemed to have been made 
in the State of New York, and shall be construed and enforced in 
accordance with the law of the State of New York, without reference to 
principles of conflicts of laws thereof. Each of the Participating 
Organizations hereby consents to submit to the jurisdiction of the 
courts of the State of New York in connection with any action or 
proceeding relating to this Agreement.
    21. Survival of Provisions. Provisions intended by their terms or 
context to survive and continue notwithstanding delivery of the 
regulatory services by the DREA and any expiration of this Agreement 
shall survive and continue.
    22. Amendment.
    a. This Agreement may be amended to add a new Participating 
Organization, provided that such Participating Organization does not 
assume regulatory responsibility, [solely] by an amendment executed by 
all applicable DREAs and such new Participating Organization. All other 
Participating Organizations expressly consent to allow such DREAs to 
jointly add new Participating Organizations to the Agreement as 
provided above. Such DREAs will promptly notify all Participating 
Organizations of any such amendments to add a new Participating 
Organization.
    b. All other amendments must be [made] approved by each 
Participating Organization. All amendments, including adding a new 
Participating Organization but excluding changes to Exhibit B, must be 
filed with and approved by the Commission before they become effective.
    23. Effective Date. The Effective Date of this Agreement will be 
the date the SEC declares this Agreement to be effective pursuant to 
authority conferred by Sec.  17(d) of the Act, and Rule 17d-2 
thereunder.
    24. Counterparts. This Agreement may be executed in any number of 
counterparts, including facsimile, each of which will be deemed an 
original, but all of which taken together shall constitute one single 
agreement among the Participating Organizations.
* * * * *

EXHIBIT A

COVERED REGULATION NMS RULES

    SEA Rule 606--Disclosure of Order Routing Information.*
    SEA Rule 607--Customer Account Statements.
    SEA Rule 611[(a)]--Order Protection Rule. [-- Reasonable Policies 
and Procedures.]
    [SEA Rule 611(b)--Order Protection Rule.--Exceptions.]
    SEA Rule 612--Minimum Pricing Increment.
    *Covered Regulation NMS Rules with asterisks (*) pertain to NMS 
securities. Covered Regulation NMS Rules without asterisks pertain to 
NMS stocks.
* * * * *

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

    Pursuant to Section 17(d)(1) of the Act \14\ and Rule 17d-2 
thereunder,\15\ October 27, 2015, the Commission may, by written 
notice, declare the amended plan submitted by the Parties, File No. 4-
618, to be effective if the Commission finds that the plan is necessary 
or appropriate in the public interest and for the protection of 
investors, to foster cooperation and coordination among self-regulatory 
organizations, or to remove impediments to and foster the

[[Page 60431]]

development of the national market system and a national system for the 
clearance and settlement of securities transactions and in conformity 
with the factors set forth in Section 17(d) of the Act.
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    \14\ 15 U.S.C. 78q(d)(1).
    \15\ 17 CFR 240.17d-2.
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IV. Solicitation of Comments

    In order to assist the Commission in determining whether to approve 
the proposed 17d-2 Plan and to relieve the Parties of the 
responsibilities which would be assigned to the applicable DREA, 
interested persons are invited to submit written data, views, and 
arguments concerning the foregoing. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number 4-618 on the subject line.

Paper Comments

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

All submissions should refer to File Number 4-618. 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 Web site (http://www.sec.gov/rules/other.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed plan that are filed with the 
Commission, and all written communications relating to the proposed 
plan 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 Web site viewing and printing in the 
Commission's Public Reference Room, on official business days between 
the hours of 10:00 a.m. and 3:00 p.m. Copies of the plan also will be 
available for inspection and copying at the principal offices of the 
Parties. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number 4-618 
and should be submitted on or before October 27, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
Robert W. Errett,
Deputy Secretary.
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    \16\ 17 CFR 200.30-3(a)(34).
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[FR Doc. 2015-25328 Filed 10-5-15; 8:45 am]
 BILLING CODE 8011-01-P


