
[Federal Register Volume 84, Number 26 (Thursday, February 7, 2019)]
[Notices]
[Pages 2643-2649]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-01485]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85046; File No. 4-618]


Program for Allocation of Regulatory Responsibilities Pursuant to 
Rule 17d-2; Notice of Filing and Order Approving and Declaring 
Effective an Amendment to the Plan for the Allocation of Regulatory 
Responsibilities Between Cboe BZX Exchange, Inc., Cboe BYX Exchange, 
Inc., BOX Exchange LLC, Cboe Exchange, Inc., Cboe C2 Exchange, Inc., 
Chicago Stock Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX 
Exchange, Inc., Financial Industry Regulatory Authority, Inc., Nasdaq 
ISE, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC, Investors Exchange LLC, 
Miami International Securities Exchange, LLC, MIAX PEARL, LLC, MIAX 
Emerald, LLC, The Nasdaq Stock Market LLC, Nasdaq BX, Inc., Nasdaq 
PHLX, Inc., NYSE National, Inc., New York Stock Exchange LLC, NYSE 
American LLC, and NYSE Arca, Inc.

February 4, 2019.
    Notice is hereby given that the Securities and Exchange Commission 
(``Commission'') has issued an Order, pursuant to Section 17(d) of the 
Securities Exchange Act of 1934 (``Act''),\1\ approving and declaring 
effective an amendment to the plan for allocating regulatory 
responsibility (``Plan'') filed on January 18, 2019, pursuant to Rule 
17d-2 of the Act,\2\ by Cboe BZX Exchange, Inc. (``BZX''), Cboe BYX 
Exchange, Inc. (``BATS Y''), BOX Exchange LLC (``BOX''), Cboe Exchange, 
Inc. (``Cboe''), Cboe C2 Exchange, Inc. (``C2''), Chicago Stock 
Exchange, Inc. (``CHX''), Cboe EDGA Exchange, Inc. (``EDGA''), Cboe 
EDGX Exchange, Inc. (``EDGX''), Financial Industry Regulatory 
Authority, Inc. (``FINRA''), Nasdaq ISE, LLC (``ISE''), Nasdaq GEMX, 
LLC (``GEMX''), Nasdaq MRX, LLC (``MRX''), Investors Exchange LLC 
(``IEX''), Miami International Securities Exchange, LLC (``MIAX''), 
MIAX PEARL, LLC (``MIAX PEARL''), MIAX Emerald, LLC (``MIAX Emerald''), 
The Nasdaq Stock Market LLC (``Nasdaq''), Nasdaq BX, Inc. (``BX''), 
Nasdaq PHLX, Inc. (``PHLX''), NYSE National, Inc. (``NYSE National''), 
New York Stock Exchange LLC (``NYSE''), NYSE American LLC (``NYSE 
American''), and NYSE Arca, Inc. (``NYSE Arca'') (each, a 
``Participating Organization,'' and, together, the ``Participating 
Organizations'' or the ``Parties''). This Agreement amends and restates 
the

[[Page 2644]]

agreement by and among the Participating Organizations approved by the 
Commission on February 2, 2017.\3\
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    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
    \3\ See Securities Exchange Act Release No. 79928, 82 FR 9814 
(February 8, 2017).
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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 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. The Plan

    On December 3, 2010, the Commission approved the SRO participants' 
plan for allocating regulatory responsibilities pursuant to Rule 17d-
2.\11\ On October 29, 2015, the Commission approved an amended plan 
that added Regulation NMS Rules 606, 607, and 611(c) and (d) and added 
additional Participating Organizations that are options markets to the 
Plan.\12\ On August 11, 2016, the Commission approved an amended plan 
that added IEX and ISE Mercury as Participating Organizations.\13\ On 
February 2, 2017, the Commission approved an amended plan that added 
MIAX PEARL as a Participating Organization.\14\
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    \11\ See Securities Exchange Act Release No. 63430, 75 FR 76758 
(December 9, 2010).
    \12\ See Securities Exchange Act Release No. 76311, 80 FR 68377 
(November 4, 2015).
    \13\ See Securities Exchange Act Release No. 78552, 81 FR 54905 
(August 17, 2016).
    \14\ See Securities Exchange Act Release No. 79928, 82 FR 9814 
(February 8, 2017).
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    The proposed 17d-2 Plan is intended to reduce regulatory 
duplication for firms that are members of more than one Participating 
Organization.\15\ The Plan provides 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 serves as the ``Designated 
Regulation NMS Examining Authority'' (``DREA'') for common members that 
are members of FINRA, and assumes 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 
member's DEA serves 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 Plan contains a list of principles that are 
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 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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    \15\ 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 Plan for common members of the Participating Organization and 
their associated persons.
    Specifically, the applicable DREA assumes examination and 
enforcement responsibility relating to compliance by common members 
with the Covered Regulation NMS Rules. Covered Regulation NMS Rules do 
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-

[[Page 2645]]

2.\16\ Under the Plan, Participating Organizations retain full 
responsibility for surveillance and enforcement with respect to trading 
activities or practices involving their own marketplace.\17\
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    \16\ 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), 73 FR 54646 (September 22, 2008) 
(File No. 4-566) (order approving and declaring effective the plan).
    \17\ See paragraph 1(d) of the Plan.
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III. Proposed Amendment to the Plan

    On January 18, 2019, the parties submitted a proposed amendment to 
the Plan. The primary purpose of the amendment is to add MIAX Emerald 
as a Participant to the Plan and to reflect name changes of certain 
Participating Organizations.
    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]Cboe BZX 
Exchange, Inc. (``[BATS]BZX''), [Bats]Cboe BYX Exchange, Inc. (``BATS 
Y''), BOX [Options] Exchange LLC (``BOX''), [Chicago Board Options]Cboe 
Exchange, Inc.[orporated] (``[CBOE]Cboe''), Cboe C2 [Options] Exchange, 
Inc.[orporated] (``C2''), Chicago Stock Exchange, Inc. (``CHX''), 
[Bats]Cboe EDGA Exchange, Inc. (``EDGA''), [Bats]Cboe EDGX Exchange, 
Inc. (``EDGX''), Financial Industry Regulatory Authority, Inc. 
(``FINRA''), [International Securities Exchange]Nasdaq ISE, LLC 
(``ISE''), [ISE Gemini]Nasdaq GEMX, LLC (``[ISE Gemini]GEMX''), [ISE 
Mercury]Nasdaq MRX, LLC (``[ISE Mercury]MRX''), Investors Exchange LLC 
(``IEX''), Miami International Securities Exchange, LLC (``MIAX''), 
MIAX PEARL, LLC (``MIAX PEARL''), MIAX Emerald, LLC (``MIAX Emerald''), 
The [NASDAQ]Nasdaq Stock Market LLC (``[NASDAQ]Nasdaq''), 
[NASDAQ]Nasdaq BX, Inc. (``BX''), [NASDAQ]Nasdaq PHLX, Inc. (``PHLX''), 
NYSE National [Stock Exchange], Inc. (``[NSX]NYSE National''), New York 
Stock Exchange LLC (``NYSE''), NYSE [MKT]American LLC (``NYSE 
[MKT]American''), 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 [August 
11, 2016] February 2, 2017.
    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 and 612 
(the ``Covered Regulation NMS Rules'');
    Whereas, the Participating Organizations are interested in 
allocating regulatory responsibilities 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 SEC this plan for the above stated purposes pursuant to the 
provisions of Sec.  17(d) of the Act, and Rule 17d-2 thereunder, as 
described below.
    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.

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    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.
    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

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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 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

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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, 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 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--Order Protection Rule.
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.

IV. Solicitation of Comments

    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/sro.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 Secretary, Securities 
and Exchange Commission, 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 website (http://www.sec.gov/rules/sro.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 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 plan also will be available for inspection and 
copying at the principal offices of the Participating Organizations. 
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 4-618 and should be submitted 
on or before February 28, 2019.

V. Discussion

    The Commission finds that the Plan, as amended, is consistent with 
the factors set forth in Section 17(d) of the Act \18\ and Rule 17d-
2(c) thereunder \19\ in that the proposed amended Plan is necessary or 
appropriate in the public interest and for the protection of investors, 
fosters cooperation and coordination among SROs, and removes 
impediments to and fosters the development of the national market 
system. In particular, the Commission believes that the proposed 
amended Plan should reduce unnecessary regulatory duplication by 
allocating to the applicable DREA certain examination and enforcement 
responsibilities for Common Members that would otherwise be performed 
by multiple Parties. Accordingly, the proposed amended Plan promotes 
efficiency by reducing costs to Common Members. Furthermore, because 
the Parties will coordinate their regulatory functions in accordance 
with the proposed amended Plan, the amended Plan should promote 
investor protection.
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    \18\ 15 U.S.C. 78q(d).
    \19\ 17 CFR 240.17d-2(c).
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    The Commission is hereby declaring effective a plan that allocates 
regulatory responsibility for certain provisions of the federal 
securities laws, rules, and regulations as set forth in Exhibit A to 
the Plan. The Commission notes that any amendment to the Plan must be 
approved by the relevant Parties as set forth in Paragraph 22 of the 
Plan and must be filed with and approved by the Commission before it 
may become effective.\20\
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    \20\ See Paragraph 22 of the Plan. The Commission notes, 
however, that changes to Exhibit B to the Plan (the allocation of 
Common Members to DREAs) are not required to be filed with, and 
approved by, the Commission before they become effective.
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    Under paragraph (c) of Rule 17d-2, the Commission may, after 
appropriate notice and comment, declare a plan, or any part of a plan, 
effective. In this instance, the Commission believes that appropriate 
notice and comment can take place after the proposed amendment is 
effective. In particular, the purpose of the amendment is to add MIAX 
Emerald as a Participating Organization and to reflect the name changes 
of certain Participating Organizations. The Commission notes that the 
most recent prior amendment to the Plan was published for comment and 
the Commission did not receive any comments thereon.\21\ The Commission 
believes that the current amendment to the Plan does not raise any new 
regulatory issues that the Commission has not previously considered, 
and therefore believes that the amended Plan should become effective 
without any undue delay.
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    \21\ See Securities Exchange Act Release No. 79928 (February 2, 
2017), 82 FR 9814 (February 8, 2017).
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VI. Conclusion

    This order gives effect to the amended Plan filed with the 
Commission that is contained in File No. 4-618.
    It is therefore ordered, pursuant to Section 17(d) of the Act, that 
the Plan, as amended, filed with the Commission

[[Page 2649]]

pursuant to Rule 17d-2 on January 18, 2019, is hereby approved and 
declared effective.
    It is further ordered that those SRO participants that are not the 
DREA as to a particular common member are relieved of those regulatory 
responsibilities allocated to the common member's DREA under the 
amended Plan to the extent of such allocation.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(34).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-01485 Filed 2-6-19; 8:45 am]
BILLING CODE 8011-09-P


