[Federal Register Volume 86, Number 186 (Wednesday, September 29, 2021)]
[Notices]
[Pages 53996-54003]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-21113]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93114; File No. 4-575]


Program for Allocation of Regulatory Responsibilities Pursuant to 
Rule 17d-2; Notice of Filing and Order Approving and Declaring 
Effective an Amended Plan for the Allocation of Regulatory 
Responsibilities Among the Financial Industry Regulatory Authority, 
Inc., The Nasdaq Stock Market LLC, and Nasdaq BX, Inc.

September 23, 2021.
    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 September 2, 2021, pursuant to Rule 
17d-2 of the Act,\2\ by the Financial Industry Regulatory Authority, 
Inc. (``FINRA''), The Nasdaq Stock Market LLC (``Nasdaq''), and Nasdaq 
BX, Inc. (``BX'') (collectively, ``Participating Organizations'' or 
``parties''). This agreement amends and restates the agreement entered 
into between FINRA and BX on December 5, 2008, entitled ``Agreement 
between Financial Industry Regulatory Authority, Inc. and Boston Stock 
Exchange, Incorporated pursuant to Rule 17d-2 under the Securities 
Exchange Act of 1934,'' and any subsequent amendments thereafter, and 
the agreement entered into between FINRA and Nasdaq approved by the 
Commission on July 12, 2006, entitled ``Agreement between the National 
Association of Securities Dealers, Inc. and The Nasdaq Stock Market LLC 
Pursuant to Section 17(d) and Rule 17d-2,'' and any subsequent 
amendments thereafter.
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    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
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I. Introduction

    Section 19(g)(1) of the Act,\3\ 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) \4\ or Section 19(g)(2) \5\ of the Act. 
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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    \3\ 15 U.S.C. 78s(g)(1).
    \4\ 15 U.S.C. 78q(d).
    \5\ 15 U.S.C. 78s(g)(2).
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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

[[Page 53997]]

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 opportunity for 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 January 8, 2009, the Commission declared effective the Plan 
entered into between FINRA and the Boston Stock Exchange, Incorporated 
(n/k/a Nasdaq BX, Inc. (``BX'')) for allocating regulatory 
responsibility pursuant to Rule 17d-2.\11\ The Plan is intended to 
reduce regulatory duplication for firms that are common members of 
FINRA and BX by allocating regulatory responsibility with respect to 
certain applicable laws, rules, and regulations that are common among 
them. Included in the Plan is an exhibit that lists every BX rule for 
which FINRA bears responsibility under the Plan for overseeing and 
enforcing with respect to BX members that are also members of FINRA and 
the associated persons therewith (``Certification'').
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    \11\ See Securities Exchange Act Release No. 59218 (January 8, 
2009), 74 FR 2143 (January 14, 2009).
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III. Proposed Amendment to the Plan

    On September 2, 2021, the parties submitted a proposed amendment to 
the Plan (``Amended Plan''). The primary purpose of the Amended Plan is 
to allocate surveillance, investigation, and enforcement 
responsibilities for Rule 14e-4 under the Act, to reflect the name 
change of Boston Stock Exchange, Incorporated to Nasdaq BX, Inc., and 
to add Nasdaq as a Participant to the Plan.\12\ The text of the 
proposed Amended Plan, which replaces and supersedes the current Plan 
in its entirety, is as follows:
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    \12\ The Amended Plan replaces and supersedes the agreement 
between FINRA and Nasdaq. See Securities Exchange Act Release No. 
54136 (July 12, 2006), 71 FR 40759 (July 18, 2006).
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* * * * *

Agreement [Between] Among Financial Industry Regulatory Authority, 
Inc., The NASDAQ Stock Market LLC and [Boston Stock Exchange, 
Incorporated] NASDAQ BX, Inc. Pursuant to Rule 17d-2 Under the 
Securities Exchange Act of 1934

    This Agreement, by and [between]among the Financial Industry 
Regulatory Authority, Inc. (``FINRA''), The Nasdaq Stock Market LLC 
(``Nasdaq'') and [Boston Stock Exchange, Incorporated]Nasdaq BX, 
Inc. (``BX''), is made this [5th] 30th day of [December]August, 
[2008]2021 (the ``Agreement''), pursuant to Section 17(d) of the 
Securities Exchange Act of 1934 (the ``Exchange Act'') and Rule 17d-
2 thereunder, which permits agreements between self-regulatory 
organizations to allocate regulatory responsibility to eliminate 
regulatory duplication. FINRA, Nasdaq and BX may be referred to 
individually as a ``party'' and together as the ``parties.''
    This Agreement amends and restates the agreement entered into 
between FINRA and BX on December 5, 2008, entitled ``Agreement 
between Financial Industry Regulatory Authority, Inc. and Boston 
Stock Exchange, Incorporated pursuant to Rule 17d-2 under the 
Securities Exchange Act of 1934,'' and any subsequent amendments 
thereafter and the agreement entered into between FINRA and Nasdaq 
approved by the SEC on July 12, 2006, entitled ``Agreement between 
the National Association of Securities Dealers, Inc. and The Nasdaq 
Stock Market LLC Pursuant to Section 17(d) and Rule 17d-2,'' and any 
subsequent amendments thereafter.
    Whereas, FINRA, Nasdaq and BX desire to reduce duplication in 
the examination, of their [Dual]Common Members (as defined herein) 
and in the filing and processing of certain registration and 
membership records; and
    Whereas, FINRA, Nasdaq and BX desire to execute an agreement 
covering such subjects pursuant to the provisions of Rule 17d-2 
under the Exchange Act and to file such agreement with the U.S. 
Securities and Exchange Commission (the ``SEC'' or ``Commission'') 
for its approval.
    Now, therefore, in consideration of the mutual covenants 
contained hereinafter, FINRA, Nasdaq and BX hereby agree as follows:
    Definitions. Unless otherwise defined in this Agreement or the 
context otherwise requires, the terms used in this Agreement shall 
have the same meaning as they have under the Exchange Act and the 
rules and regulations thereunder. As used in this Agreement, the 
following terms shall have the following meanings:
    (a) ``Nasdaq Rules'', ``BX Rules'' or ``FINRA Rules'' shall 
mean: (i) The rules of Nasdaq, (ii) the rules of BX, or (iii) the 
rules of FINRA, respectively, as the rules of an exchange or 
association are defined in Exchange Act Section 3(a)(27).
    (b) ``Common Rules'' shall mean Nasdaq Rules and BX Rules that 
are substantially similar to the applicable FINRA Rules and certain 
provisions of the Exchange Act and SEC rules set forth on Exhibit 1 
in that examination for compliance with such provisions and rules 
would not require FINRA to develop one or more new examination 
standards, modules, procedures, or criteria in order to analyze the 
application of the provision or rule, or a [Dual]Common Member's 
activity, conduct, or output in relation to such provision or rule; 
provided, however, Common Rules shall not include the application of 
the SEC, Nasdaq, BX or FINRA rules as they pertain to violations of 
insider trading activities, which is covered by a separate 17d-2 
Agreement by and among [the American Stock Exchange, LLC, BATS 
Exchange, Inc., Boston Stock Exchange, Inc., CBOE Stock Exchange, 
LLC, Chicago Stock Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., International Securities Exchange, LLC, The NASDAQ 
Stock Market LLC, National Stock Exchange, Inc., New York Stock 
Exchange, LLC, NYSE Arca Inc., NYSE Regulation, Inc., and 
Philadelphia Stock Exchange, Inc.] Cboe BZX Exchange, Inc., Cboe BYX 
Exchange, Inc., Chicago Stock Exchange, Inc., Cboe EDGA Exchange, 
Inc., Cboe EDGX Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., MEMX, LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq 
PHLX LLC, The Nasdaq Stock Market LLC, NYSE National, Inc., New York 
Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc., Investors 
Exchange LLC and Long-Term Stock Exchange, Inc. approved by the 
Commission on [October 17, 2008]September 23, 2020. Common Rules 
shall not include any provisions regarding: (i) Notice, reporting or 
any other filings made directly to or from Nasdaq or BX; (ii) 
incorporation by reference of other Nasdaq or BX Rules that are not 
Common Rules; (iii) exercise of discretion in a manner that differs 
from FINRA's exercise of discretion including, but not limited to 
exercise of exemptive authority by Nasdaq or BX; (iv) prior written 
approval of Nasdaq or BX; and (v) payment of fees or fines to Nasdaq 
or BX.
    (c) ``[Dual]Common Members'' shall mean those members of FINRA 
and a member of at least one of Nasdaq or BX [members that are also 
members of FINRA] and the associated persons therewith.
    (d) ``Effective Date'' shall have the meaning set forth in 
paragraph [14]13.
    (e) ``Enforcement Responsibilities'' shall mean the conduct of 
appropriate proceedings, in accordance with FINRA's Code of 
Procedure (the [NASD] Rule 9000 Series) and other applicable FINRA 
procedural rules, to determine whether violations of Common Rules 
have occurred, and if such violations are deemed to have occurred, 
the imposition of appropriate sanctions as specified under FINRA's 
Code of Procedure and sanctions guidelines.
    (f) ``Regulatory Responsibilities'' shall mean the examination 
responsibilities and Enforcement Responsibilities relating to 
compliance by the [Dual]Common Members with the Common Rules and the 
provisions of the Exchange Act and the rules and regulations 
thereunder, and other applicable laws, rules and regulations, each 
as set forth on Exhibit 1 attached hereto. The term ``Regulatory 
Responsibilities'' shall also include the surveillance, 
investigation and Enforcement Responsibilities relating to 
compliance by Common Members with Rule 14e-4 of the Securities 
Exchange Act (``Rule

[[Page 53998]]

14e-4''), with a focus on the standardized call option provision of 
Rule 14e-4(a)(1)(ii)(D).
    2. Regulatory [and Enforcement] Responsibilities. FINRA shall 
assume Regulatory Responsibilities [and Enforcement 
Responsibilities] for [Dual]Common Members. Attached as Exhibit 1 to 
this Agreement and made part hereof, Nasdaq and BX furnished FINRA 
with a current list of Common Rules and certified to FINRA that such 
rules that are Nasdaq Rules and BX Rules are substantially similar 
to the corresponding FINRA Rules (the ``Certification''). FINRA 
hereby agrees that the rules listed in the Certification are Common 
Rules as defined in this Agreement. Each year following the 
Effective Date of this Agreement, or more frequently if required by 
changes in either the rules of Nasdaq, BX or FINRA, Nasdaq and BX 
shall submit an updated list of Common Rules to FINRA for review 
which shall add Nasdaq Rules and BX Rules not included in the 
current list of Common Rules that qualify as Common Rules as defined 
in this Agreement; delete Nasdaq Rules and BX Rules included in the 
current list of Common Rules that no longer qualify as Common Rules 
as defined in this Agreement; and confirm that the remaining rules 
on the current list of Common Rules continue to be Nasdaq Rules and 
BX Rules that qualify as Common Rules as defined in this Agreement. 
Within 30 days of receipt of such updated list, FINRA shall confirm 
in writing whether the rules listed in any updated list are Common 
Rules as defined in this Agreement. Notwithstanding anything herein 
to the contrary, it is explicitly understood that the term 
``Regulatory Responsibilities'' does not include, and Nasdaq and BX 
shall retain full responsibility for (unless otherwise addressed by 
separate agreement or rule) (collectively, the ``Retained 
Responsibilities'') the following:
    (a) [S]surveillance, examination, investigation and enforcement 
with respect to trading activities or practices involving Nasdaq's 
or BX's own marketplaces;
    (b) registration pursuant to [its]Nasdaq's or BX's applicable 
rules of associated persons (i.e., registration rules that are not 
Common Rules);
    (c) discharge of [its]Nasdaq's or BX's duties and obligations as 
a Designated Examining Authority pursuant to Rule 17d-1 under the 
Exchange Act; and
    (d) any Nasdaq Rules and BX Rules that are not Common Rules.
    [3.] Dual Members. Prior to the Effective Date, BX shall furnish 
FINRA with a current list of Common Members, which shall be updated 
no less frequently than once each quarter.]
    [4.]3. No Charge. There shall be no charge to Nasdaq and BX by 
FINRA for performing the Regulatory Responsibilities [and 
Enforcement Responsibilities] under this Agreement except as 
hereinafter provided]. FINRA shall provide Nasdaq and BX with ninety 
(90) days advance written notice in the event FINRA decides to 
impose any charges to Nasdaq and BX for performing the Regulatory 
Responsibilities under this Agreement. If FINRA determines to impose 
a charge, Nasdaq and BX shall have the right at the time of the 
imposition of such charge to terminate this Agreement; provided, 
however, that FINRA's Regulatory Responsibilities under this 
Agreement shall continue until the Commission approves the 
termination of this Agreement.
    [5.]4. Reassignment of Regulatory Responsibilities. 
Notwithstanding any provision hereof, this Agreement shall be 
subject to any statute, or any rule or order of the Commission 
reassigning Regulatory Responsibilities between self-regulatory 
organizations. To the extent such action is inconsistent with this 
Agreement, such action shall supersede the provisions hereof to the 
extent necessary for them to be properly effectuated and the 
provisions hereof in that respect shall be null and void.
    [6.]5. Notification of Violations. In the event that FINRA 
becomes aware of apparent violations of any Nasdaq Rules or BX 
Rules, which are not listed as Common Rules, discovered pursuant to 
the performance of the Regulatory Responsibilities assumed 
hereunder, FINRA shall notify Nasdaq and BX of those apparent 
violations for such response as Nasdaq and BX deems appropriate. In 
the event that Nasdaq or BX becomes aware of apparent violations of 
any Common Rules, discovered pursuant to the performance of the 
Retained Responsibilities, Nasdaq and BX shall notify FINRA of those 
apparent violations and such matters shall be handled by FINRA as 
provided in this Agreement. Each party agrees to make available 
promptly all files, records and witnesses necessary to assist the 
other in its investigation or proceedings. Apparent violations of 
Common Rules, FINRA Rules, federal securities laws, and rules and 
regulations thereunder, shall be processed by, and enforcement 
proceedings in respect thereto shall be conducted by FINRA as 
provided hereinbefore; provided, however, that in the event a 
[Dual]Common Member is the subject of an investigation relating to a 
transaction on Nasdaq or BX, Nasdaq and BX, at each party's [may in 
its] discretion assume concurrent jurisdiction and responsibility.
    [7.]6. Continued Assistance.
    (a) FINRA shall make available to Nasdaq and BX all information 
obtained by FINRA in the performance by it of the Regulatory 
Responsibilities hereunder with respect to the [Dual]Common Members 
subject to this Agreement. In particular, and not in limitation of 
the foregoing, FINRA shall furnish Nasdaq and BX any information it 
obtains about [Dual]Common Members which reflects adversely on their 
financial condition. Nasdaq and BX shall make available to FINRA any 
information coming to [its]their attention that reflects adversely 
on the financial condition of [Dual]Common Members or indicates 
possible violations of applicable laws, rules or regulations by such 
firms.
    (b) The parties agree that documents or information shared shall 
be held in confidence, and used only for the purposes of carrying 
out their respective regulatory obligations. Neither party shall 
assert regulatory or other privileges as against the other with 
respect to documents or information that is required to be shared 
pursuant to this Agreement.
    (c) 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.]7. [Dual]Common Member Applications.
    (a) [Dual]Common Members subject to this Agreement shall be 
required to submit, and FINRA shall be responsible for processing 
and acting upon all applications submitted on behalf of allied 
persons, partners, officers, registered personnel and any other 
person required to be approved by the rules of [both]Nasdaq, BX and 
FINRA or associated with [Dual]Common Members thereof. Upon request, 
FINRA shall advise Nasdaq and BX of any changes of allied members, 
partners, officers, registered personnel and other persons required 
to be approved by the rules of [both]Nasdaq, BX and FINRA.
    (b) [Dual]Common Members shall be required to send to FINRA all 
letters, termination notices or other material respecting the 
individuals listed in paragraph [8]7(a).
    (c) When as a result of processing such submissions FINRA 
becomes aware of a statutory disqualification as defined in the 
Exchange Act with respect to a [Dual]Common Member, FINRA shall 
determine pursuant to Sections 15A(g) and/or Section 6(c) of the 
Exchange Act the acceptability or continued applicability of the 
person to whom such disqualification applies and keep Nasdaq and BX 
advised of its actions in this regard for such subsequent 
proceedings as Nasdaq and BX may initiate.
    (d) Notwithstanding the foregoing, FINRA shall not review the 
membership application, reports, filings, fingerprint cards, 
notices, or other writings filed to determine if such documentation 
submitted by a broker or dealer, or a person associated therewith or 
other persons required to register or qualify by examination meets 
the Nasdaq or BX requirements for general membership or for 
specified categories of membership or participation in Nasdaq or BX, 
such as Equities Market Maker, Equities ECN, Order Entry Firm, or 
any similar type of Nasdaq or BX membership or participation that is 
created after this Agreement is executed. FINRA shall not review 
applications or other documentation filed to request a change in the 
rights or status described in this paragraph [8]7(d), including 
termination or limitation on activities, of a member or a 
participant of Nasdaq or BX, or a person associated with, or 
requesting association with, a member or participant of Nasdaq or 
BX.
    [9.]8. Branch Office Information. FINRA shall also be 
responsible for processing and, if required, acting upon all 
requests for the opening, address changes, and terminations of 
branch offices by [Dual]Common Members and any other applications 
required of [Dual]Common Members with respect to the Common Rules as 
they may be amended from time to time. Upon request, FINRA shall 
advise Nasdaq and BX of the opening, address change and termination 
of branch

[[Page 53999]]

and main offices of [Dual]Common Members and the names of such 
branch office managers.
    [10.]9. Customer Complaints. Nasdaq and BX shall forward to 
FINRA copies of all customer complaints involving [Dual]Common 
Members received by Nasdaq and BX relating to FINRA's Regulatory 
Responsibilities under this Agreement. It shall be FINRA's 
responsibility to review and take appropriate action in respect to 
such complaints.
    [11.]10. Advertising. FINRA shall assume responsibility to 
review the advertising of [Dual]Common Members subject to the 
Agreement, provided that such material is filed with FINRA in 
accordance with FINRA's filing procedures and is accompanied with 
any applicable filing fees set forth in FINRA Rules.
    [12.]11. No Restrictions on Regulatory Action. Nothing contained 
in this Agreement shall restrict or in any way encumber the right of 
either party to conduct its own independent or concurrent 
investigation, examination or enforcement proceeding of or against 
[Dual]Common Members, as either party, in its sole discretion, shall 
deem appropriate or necessary.
    [13.]12. Termination. This Agreement may be terminated by 
Nasdaq, BX or FINRA at any time upon the approval of the Commission 
after one (1) year's written notice to the other party, except as 
provided in paragraph [4]3.
    [14.]13. Effective Date. This Agreement shall be effective upon 
approval of the Commission.
    [15.]14. Arbitration. In the event of a dispute between the 
parties as to the operation of this Agreement, Nasdaq, BX and FINRA 
hereby agree that any such dispute shall be settled by arbitration 
in Washington, DC in accordance with the rules of the American 
Arbitration Association then in effect, or such other procedures as 
the parties may mutually agree upon. Judgment on the award rendered 
by the arbitrator(s) may be entered in any court having 
jurisdiction. Each party acknowledges that the timely and complete 
performance of its obligations pursuant to this Agreement is 
critical to the business and operations of the other party. In the 
event of a dispute between the parties, the parties shall continue 
to perform their respective obligations under this Agreement in good 
faith during the resolution of such dispute unless and until this 
Agreement is terminated in accordance with its provisions. Nothing 
in this Section [15]14 shall interfere with a party's right to 
terminate this Agreement as set forth herein.
    [16. Notification of Members. BX and FINRA shall notify Dual 
Members of this Agreement after the Effective Date by means of a 
uniform joint notice.]
    [17.]15. Amendment. This Agreement may be amended in writing 
duly approved by each party. All such amendments must be filed with 
and approved by the Commission before they become effective.
    [18.]16. Limitation of Liability. [Neither FINRA nor BX]None of 
the parties nor any of their respective directors, governors, 
officers or employees shall be liable to [the]any other party to 
this Agreement for any liability, loss or damage resulting from or 
claimed to have resulted from any delays, inaccuracies, errors or 
omissions with respect to the provision of Regulatory 
Responsibilities as provided hereby or for the failure to provide 
any such responsibility, except with respect to such liability, loss 
or damages as shall have been suffered by any party [one or the 
other of FINRA or BX] and caused by the willful misconduct of [the 
other]another party or their respective directors, governors, 
officers or employees. No warranties, express or implied, are made 
by [FINRA or BX]any party hereto with respect to any of the 
responsibilities to be performed by [each of] them hereunder.
    [19.]17. Relief from Responsibility. Pursuant to Sections 
17(d)(1)(A) and 19(g) of the Exchange Act and Rule 17d-2 thereunder, 
FINRA, Nasdaq and BX join in requesting the Commission, upon its 
approval of this Agreement or any part thereof, to relieve Nasdaq 
and BX of any and all responsibilities with respect to matters 
allocated to FINRA pursuant to this Agreement; provided, however, 
that this Agreement shall not be effective until the Effective Date.
    [20.]18. 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.
    [21.]19. Separate Agreement. This Agreement is wholly separate 
from (1) the multiparty Agreement made pursuant to Rule 170d-2 of 
the Exchange Act among NYSE American LLC, Cboe BZX Exchange, Inc., 
the Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, 
Inc., Nasdaq ISE, LLC, Financial Industry Regulatory Authority, 
Inc., NYSE Arca, Inc., The Nasdaq Stock Market LLC, BOX Exchange 
LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, Miami International 
Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC, MIAX 
PEARL, LLC, and MIAX Emerald, LLC approved by the Commission on 
February 12, 2019 involving the allocation of regulatory 
responsibilities with respect to common members for compliance with 
common rules relating to the conduct by broker-dealers of accounts 
for listed options, index warrants, currency index warrants and 
currency warrants or (2) the multiparty Agreement made pursuant to 
Rule 17d-2 of the Exchange Act among NYSE American LLC, Cboe BZX 
Exchange, Inc., the Cboe EDGX Exchange, Inc., Cboe C2 Exchange, 
Inc., Cboe Exchange, Inc., Nasdaq ISE, LLC, Financial Industry 
Regulatory Authority, Inc., NYSE Arca, Inc., The Nasdaq Stock Market 
LLC, BOX Exchange LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, Miami 
International Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq 
MRX, LLC, MIAX PEARL, LLC, and MIAX Emerald, LLC approved by the 
Commission on February 11, 2019 involving options-related market 
surveillance matters and such agreements as may be amended from time 
to time.
    [22.]20. Counterparts. This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original, and 
such counterparts together shall constitute one and the same 
instrument.

Exhibit 1

[Valid beginning December 15, 2008]

    NOTE: The entire existing table of rules should be deleted and 
replaced with the table below and for the remainder of the exhibit 
new text is underlined and deleted text is in brackets.

NASDAQ AND BX RULES CERTIFICATION FOR 17d-2 AGREEMENT WITH FINRA

    The Nasdaq Stock Market LLC (``Nasdaq'') and [Boston Stock 
Exchange, Incorporated]Nasdaq BX, Inc. (``BX'') hereby certify[ies] 
that the requirements contained in the Nasdaq and BX rules listed 
below are identical to, or substantially similar to, the [NASD and] 
FINRA rules noted below:
    #Common Rules shall not include provisions regarding (i) notice, 
reporting or any other filings made directly to or from Nasdaq or 
BX, (ii) incorporation by reference to other Nasdaq or BX Rules that 
are not Common Rules, (iii) exercise of discretion in a manner that 
differs from FINRA's exercise of discretion, including but not 
limited to exercise of exemptive authority, by Nasdaq or BX, (iv) 
prior written approval of Nasdaq or BX, and (v) payment of fees or 
fines to Nasdaq or BX.

------------------------------------------------------------------------
           BX Rule                 Nasdaq Rule           FINRA Rule
------------------------------------------------------------------------
General 2, Section 15.        General 2, Section    4370. Business
 Business Continuity Plans.   15. Business          Continuity Plans.
                               Continuity Plans.
General 2, Section 10.        General 2, Section    4517. Member Filing
 Executive Representative.     10. Executive         and Contact
                               Representative.       Information
                                                     Requirements.
General 3, Rule 1002(b)       General 3, Rule       FINRA Bylaws Article
 Qualifications of Exchange    1002(b)               III, Sec. 1.
 Members and Associated        Qualifications of
 Persons; Registration of      Exchange Members
 Branch Offices and            and Associated
 Designation of Office of      Persons;
 Supervisory Jurisdiction.    Registration of
                               Branch Offices and
                               Designation of
                               Office of
                               Supervisory
                               Jurisdiction.

[[Page 54000]]

 
General 3, Rule 1002(d).      General 3, Rule       3110(a)(3)
 Registration of Branch        1002(d).              Supervision and SM
 Offices and Designation of    Registration of       .01 and .02
 Office of Supervisory         Branch Offices and    Supervision* and
 Jurisdiction.                Designation of        FINRA By-Laws
                               Office of             Article IV, Sec. 8.
                               Supervisory
                               Jurisdiction.
General 3, 1012(c)(1). Duty   General 3, Rule       1122. Filing of
 to Ensure the Accuracy,       1012(c)(1). Duty to   Misleading
 Completeness, and Current     Ensure the            Information as to
 Nature of Membership          Accuracy,             Membership or
 Information Filed with the    Completeness, and     Registration; FINRA
 Exchange.                    Current Nature of     Bylaws Article IV,
                               Membership            sec. 1(c) of the By-
                               Information Filed     Laws.
                               with the Exchange.
General 4, Section 1, 1210.   General 4, Section    1210. Registration
 Registration Requirements.   1, 1210.              Requirements.
                               Registration
                               Requirements.
General 4, Section 1, 1220.   General 4, Section    1220. Registration
 Registration Categories1.    1, 1220.              Categories.
                               Registration
                               Categories1.
General 4, Section 1,         General 4, Section    1220.06. Eliminated
 1220.06. Eliminated           1, 1220.06.           Registration
 Registration Categories\1\.   Eliminated            Categories.
                               Registration
                               Categories\2\.
------------------------------------------------------------------------
\1\ FINRA shall only have Regulatory Responsibilities regarding BX
  General 4, Section 1220 to the extent that BX recognizes the same
  categories of limited principal and representative registration as the
  BX Rule, by incorporating Nasdaq General 4, Section 1220, does not
  recognize registration related to investment banking, research,
  government securities, investment company and variable contracts
  products, direct participation programs, private securities offerings,
  and operations professional.
\2\ FINRA shall only have Regulatory Responsibilities regarding Nasdaq
  General 4, Section 1220 to the extent that Nasdaq recognizes the same
  categories of limited principal and representative registration as
  Nasdaq General 4, Section 1220 does not recognize registration related
  to investment banking, research, government securities, investment
  company and variable contracts products, direct participation
  programs, private securities offerings, and operations professional.


------------------------------------------------------------------------
 
------------------------------------------------------------------------
General 4, Section 1, Rule    General 4, Section    1230. Associated
 1230(1)-(2)(D) Associated     1, Rule 1230(1)-      Persons Exempt from
 Persons Exempt from           (2)(D) Associated     Registration.
 Registration.                Persons Exempt from
                               Registration.
General 4, Section 1, 1240.   General 4, Section    1240. Continuing
 Continuing Education          1, 1240. Continuing   Education
 Requirements.                 Education             Requirements.
                               Requirements.
General 4, Section 1, 1250.   General 4, Section    1010. Electronic
 Electronic Filing             1, 1250. Electronic   Filing Requirements
 Requirements for Uniform      Filing Requirements   for Uniform Forms
 Forms.                       for Uniform Forms.   and FINRA Bylaws
                                                     Article V, Section
                                                     2.
Equity 5, Section 1.          Equity 5, Section 1.  7410. Definitions.
 Definitions.                  Definitions.
Equity 5, Section 2.          Equity 5, Section 2.  7420. Applicability.
 Applicability.                Applicability.
Equity 5, Section 3.          Equity 5, Section 3.  7430.
 Synchronization of Member     Synchronization of    Synchronization of
 Business Clocks.              Member Business       Member Business
                               Clocks.               Clocks.
Equity 5, Section 4.          Equity 5, Section 4.  7440. Recording of
 Recording of Order            Recording of Order    Order Information.
 Information.                  Information.
Equity 5, Section 5. Order    Equity 5, Section 5.  7450. Order Data
 Data Transmission             Order Data            Transmission
 Requirements.                 Transmission          Requirements.
                               Requirements.
Equity 5, Section 6.          Equity 5, Section 6.  7460. Violation of
 Violation of Order Audit      Violation of Order    Order Audit Trail
 Trail System Rules.           Audit Trail System    System Rules.
                               Rules.
General 9, Section 1(a).      General 9, Section    2010. Standards of
 Standards of Commercial       1(a). Standards of    Commercial Honor
 Honor and Principles of       Commercial Honor      and Principles of
 Trade.                        and Principles of     Trade.*
                               Trade.
General 9, Section 1(b).      General 9, Section    5320. Prohibition
 Trading Ahead of Customer     1(b). Prohibition     Against Trading
 Orders.                       Against Trading       Ahead of Customer
                               Ahead of Customer     Orders.
                               Orders.
General 9, Section 1(c).      General 9, Section    5270. Front Running
 Front Running Policy.         1(c). Front Running   of Block
                               Policy.               Transactions.
General 9, Section 1(d).      General 9, Section    5280. Trading Ahead
 Trading Ahead of Research     1(d). Trading Ahead   of Research
 Reports.                      of Research Reports.  Reports.
General 9, Section 1(e).      General 9, Section    5240. Anti-
 Anti-Intimidation/            1(e). Anti-           Intimidation/
 Coordination.                 Intimidation/         Coordination.
                               Coordination.
General 9, Section 1(f).      General 9, Section    2232. Customer
 Confirmation of Callable      1(f). Confirmation    Confirmations.
 Common Stock.                 of Callable Common
                               Stock.
General 9, Section 1(g).      General 9, Section    2140. Interfering
 Interfering With the          1(h). Interfering     With the Transfer
 Transfer of Customer          With the Transfer     of Customer
 Accounts in the Context of    of Customer           Accounts in the
 Employment Disputes.          Accounts in the       Context of
                               Context of            Employment
                               Employment Disputes.  Disputes.
General 9, Section 1(i). Use  General 9, Section    2020. Use of
 of Manipulative, Deceptive    1(g). Use of          Manipulative,
 or Other Fraudulent Devices.  Manipulative,         Deceptive or Other
                               Deceptive or Other    Fraudulent
                               Fraudulent Devices.   Devices.*
General 9, Section 2.         General 9, Section    2150. Improper Use
 Customers' Securities or      2. Customers'         of Customers'
 Funds.                        Securities or Funds.  Securities or
                                                     Funds; Prohibition
                                                     Against Guarantees
                                                     and Sharing in
                                                     Accounts.
General 9, Section 3.         General 9, Section    2210. Communications
 Communications with the       3. Communications     with the Public.
 Public.                       with the Public.
General 9, Section 5.         General 9, Section    3230. Telemarketing.
 Telemarketing.                5. Telemarketing.
General 9, Section 6.         General 9, Section    2251. Processing and
 Forwarding of Proxy and       6. Forwarding of      Forwarding of Proxy
 Other Issuer-Related          Proxy and Other       and Other Issuer-
 Materials.                    Issuer-Related        Related Materials.
                               Materials.
General 9, Section 7(a).      General 9, Section    2261. Disclosure of
 Disclosure of Financial       7(a). Disclosure of   Financial
 Condition.                    Financial Condition.  Condition.
General 9, Section 7(b).      General 9, Section    2262. Disclosure of
 Disclosure of Control         7(b). Disclosure of   Control
 Relationship with Issuer.     Control               Relationship with
                               Relationship with     Issuer.
                               Issuer.
General 9, Section 7(c).      General 9, Section    2269. Disclosure of
 Disclosure of Participation   7(c). Disclosure of   Participation or
 or Interest in Primary or     Participation or      Interest in Primary
 Secondary Distribution.       Interest in Primary   or Secondary
                               or Secondary          Distribution.
                               Distribution.
General 9, Section 10         General 9, Section    2111. Suitability.
 Recommendations to            10 Recommendations
 Customers (Suitability).      to Customers
                               (Suitability).

[[Page 54001]]

 
General 9, Section 11. Best   General 9, Section    5310. Best Execution
 Execution and                 11. Best Execution    and
 Interpositioning.             and                   Interpositioning.
                               Interpositioning.
General 9, Section 12.        General 9, Section    2231. Customer
 Customer Account Statements.  12. Customer          Account Statements.
                               Account Statements.
General 9, Section 13.        General 9, Section    2264. Margin
 Margin Disclosure Statement.  13. Margin            Disclosure
                               Disclosure            Statement.
                               Statement.
General 9, Section 14.        General 9, Section    2130. Approval
 Approval Procedures for Day-  14. Approval          Procedures for Day-
 Trading Accounts.             Procedures for Day-   Trading Accounts
                               Trading Accounts.     and Rule 2270 Day-
                                                     Trading Risk
                                                     Disclosure
                                                     Statement.
General 9, Section 15.        General 9, Section    3240. Borrowing From
 Borrowing From or Lending     15. Borrowing From    or Lending to
 to Customers.                 or Lending to         Customers.
                               Customers.
General 9, Section 16.        General 9, Section    2122. Charges for
 Charges for Services          16. Charges for       Services Performed.
 Performed.                    Services Performed.
General 9, Section 18.        General 9, Section    5250. Payments for
 Payments for Market Making.   18. Payments for      Market Making.
                               Market Making.
General 9, Section 19.        General 9, Section    3260. Discretionary
 Discretionary Accounts.       19. Discretionary     Accounts.
                               Accounts.
General 9, Section 20.        General 9, Section    3110. Supervision.
 Supervision.                  20. Supervision.
General 9, Section 21(a).     General 9, Section    3120. Supervisory
 Supervisory Control System,   21(a). Supervisory    Control System.
 Annual Certification of       Control System,
 Compliance and Supervisory    Annual
 Processes.                    Certification of
                               Compliance and
                               Supervisory
                               Processes.
General 9, Section 21(c).     General 9, Section    3130. Annual
 Supervisory Control System,   21(c). Supervisory    Certification of
 Annual Certification of       Control System,       Compliance and
 Compliance and Supervisory    Annual                Supervisory
 Processes.                    Certification of      Processes.
                               Compliance and
                               Supervisory
                               Processes.
General 9, Section 23.        General 9, Section    3270. Outside
 Outside Business Activities   23. Outside           Business Activities
 of an Associated Person.      Business Activities   of an Associated
                               of an Associated      Person.
                               Person.
General 9, Section 24.        General 9, Section    3280. Private
 Private Securities            24. Private           Securities
 Transactions of an            Securities            Transactions of an
 Associated Person.            Transactions of an    Associated Person.
                               Associated Person.
General 9, Section 25.        General 9, Section    3210. Accounts at
 Transactions for or by        25. Transactions      Other Broker-
 Associated Persons.           for or by             Dealers and
                               Associated Persons.   Financial
                                                     Institutions.
General 9, Section 26.        General 9, Section    3220. Influencing or
 Influencing or Rewarding      26. Influencing or    Rewarding Employees
 Employees of Others.          Rewarding Employees   of Others.
                               of Others.
General 9, Section 27.        General 9, Section    4530. Reporting
 Reporting Requirements.      27. Reporting         Requirements.
                               Requirements.
General 9, Section 28.        General 9, Section    2263. Arbitration
 Disclosure to Associated      28. Disclosure to     Disclosure to
 Persons When Signing Form U-  Associated Persons    Associated Persons
 4.                            When Signing Form U-  When Signing or
                               4.                    Acknowledging Form
                                                     U-4.
General 9, Section 30. Books  General 9, Section    4511. General
 and Records, Section 43.      30. Books and         Requirements.
 General Requirements.         Records, Section
                               43. General
                               Requirements.
General 9, Section 31. Use    General 9, Section    2060. Use of
 of Information Obtained in    31. Use of            Information
 Fiduciary Capacity.           Information           Obtained in
                               Obtained in           Fiduciary Capacity.
                               Fiduciary Capacity.
General 9, Section 37. Anti-  General 9, Section    3310. Anti-Money
 Money Laundering Compliance   37. Anti-Money        Laundering
 Program.                      Laundering            Compliance Program.
                               Compliance Program.
General 9, Section 39.        General 9, Section    4360. Fidelity
 Fidelity Bonds.               39. Fidelity Bonds.   Bonds.
General 9, Section 30. Books  General 9, Section    4513. Records of
 and Records, (d) Record of    44. Records of        Written Customer
 Written Complaints; (e)       Written Customer      Complaints.
 ``Complaint'' Defined.        Complaints.
General 9, Section 30. Books  General 9, Section    4512. Customer
 and Records, (b) Customer     45. Customer          Account
 Account Information.          Account Information.  Information.
General 9, Section 30. Books  General 9, Section    4514. Authorization
 and Records, (g) Negotiable   46. Authorization     Records for
 Instruments Drawn From A      Records for           Negotiable
 Customer's Account.           Negotiable            Instruments Drawn
                               Instruments Drawn     From a Customer's
                               From a Customer's     Account.
                               Account.
General 9, Section 30. Books  General 9, Section    4515. Approval and
 and Records, (j) Changes in   47. Approval and      Documentation of
 Account Name or Designation.  Documentation of      Changes in Account
                               Changes in Account    Name or
                               Name or Designation.  Designation.
General 9, Section 49.        General 9, Section    5230. Payments
 Payments Involving            49. Payments          Involving
 Publications that Influence   Involving             Publications that
 the Market Price of a         Publications that     Influence the
 Security.                     Influence the         Market Price of a
                               Market Price of a     Security.
                               Security.
General 9, Section 50.        General 9, Section    1021. Foreign
 Foreign Members.             50. Foreign           Members.
                               Members.
General 9, Section 51.        General 9, Section    2241. Research
 Research Analysts.            51. Research          Analysts and
                               Analyst.              Research Reports.
General 9, Section 71.        General 9, Section    4570. Custodian of
 Custodian of Books and        71. Custodian of      Books and Record,
 Records.                      Books and Records.    (a) Designation of
                                                     Custodian.
Equity 9, Section 1           Equity 9, Section 1.  5330. Adjustment of
 Adjustment of Open Orders.    Adjustment of Open    Orders.
                               Orders.
Equity 9, Section 3.          Equity 9, Section 3.  5210. Publication of
 Publication of Transactions   Publication of        Transactions and
 and Quotations.               Transactions and      Quotations.
                               Quotations.
Equity 9, Section 10. Prompt  Equity 9, Section     11860(a)(4)(A).
 Receipt and Delivery of       10. Prompt Receipt    Purchases.
 Securities.                   and Delivery of
                               Securities.
Equity 10, Section 1. Direct  Equity 10, Section    2310. Direct
 Participation Programs.       1. Direct             Participation
                               Participation         Programs.
                               Programs.
Equity 10, Section 2.         Equity 10, Section    2341. Investment
 Investment Company            2. Investment         Company Securities.
 Securities.                   Company Securities.
2841. General...............  Equity 10, Section    2351(a). General
                               3(a). General.        Provisions
                                                     Applicable to
                                                     Trading in Index
                                                     Warrants, Currency
                                                     Index Warrants and
                                                     Currency Warrants.

[[Page 54002]]

 
Equity 10, Section 4          Equity 10, Section 4  2357. Position and
 Position Limits; 5 Exercise   Position Limits; 5    Exercise Limits;
 Limits; and 7 Liquidation     Exercise Limits;      Liquidations.
 of Index Warrant Positions.   and 7 Liquidation
                               of Index Warrant
                               Positions.
------------------------------------------------------------------------

    The following provisions are covered by the Agreement between 
the Parties:

 SEC '34 Act Section 28(e) Effect on Existing Law
 SEC '34 Act Rule 10b-10 Confirmation of Transactions
 SEC '34 Act Rule 203 of Regulation SHO Borrowing and 
Delivery Requirements
 SEC '34 Act Rule 606 of Regulation NMS Disclosure of Order 
Routing Information
 SEC '34 Act Rule 607 of Regulation NMS Customer Account 
Statements
 SEA Rule 14e-4--Prohibited Transactions in Connection with 
Partial Tender Offers-
    [caret] FINRA shall perform surveillance, investigation, and 
Enforcement Responsibilities for SEA Rule 14e-4(a)(1)(ii)(D).
    * FINRA shall not have any Regulatory Responsibilities for these 
rules as they pertain to violations of insider trading activities, 
which is covered by a separate 17d-2 Agreement by and among [the 
American Stock Exchange, LLC, BATS Exchange, Inc. Boston Stock 
Exchange, Inc., CBOE Stock Exchange, LLC, Chicago Stock Exchange, 
Inc., Financial Industry Regulatory Authority, Inc., International 
Securities Exchange, LLC, The NASDAQ Stock Market LLC, National 
Stock Exchange, Inc., New York Stock Exchange, LLC, NYSE Arca Inc., 
NYSE Regulation, Inc., and Philadelphia Stock Exchange, Inc.] Cboe 
BZX Exchange, Inc., Cboe BYX Exchange, Inc., Chicago Stock Exchange, 
Inc., Cboe EDGA Exchange Inc., Cboe EDGX Exchange Inc., Financial 
Industry Regulatory Authority, Inc., MEMX, LLC, MIAX PEARL, LLC, 
Nasdaq BX, Inc., Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, NYSE 
National, Inc., New York Stock Exchange, LLC, NYSE American LLC, 
NYSE Arca Inc., and Investors' Exchange LLC and the Long-Term Stock 
Exchange, Inc. as approved by the SEC on [October 17, 2008]September 
23, 2020.

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 4-575 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 4-575. 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 FINRA, BX, and Nasdaq. 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 4-575 and should be submitted on or before 
October 20, 2021.

V. Discussion

    The Commission finds that the proposed Amended Plan is consistent 
with the factors set forth in Section 17(d) of the Act \13\ and Rule 
17d-2(c) thereunder \14\ 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 FINRA certain examination and enforcement 
responsibilities for Common Members that would otherwise be performed 
by FINRA, BX, and Nasdaq. Accordingly, the proposed Amended Plan 
promotes efficiency by reducing costs to Common Members. Furthermore, 
because BX, Nasdaq and FINRA will coordinate their regulatory functions 
in accordance with the Amended Plan, the Amended Plan should promote 
investor protection.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78q(d).
    \14\ 17 CFR 240.17d-2(c).
---------------------------------------------------------------------------

    The Commission notes that, under the Amended Plan, BX, Nasdaq and 
FINRA have allocated regulatory responsibility for those BX and Nasdaq 
rules, set forth in the Certification, that are substantially similar 
to the applicable FINRA rules in that examination for compliance with 
such provisions and rules would not require FINRA to develop one or 
more new examination standards, modules, procedures, or criteria in 
order to analyze the application of the rule, or a Common Member's 
activity, conduct, or output in relation to such rule. In addition, 
under the Amended Plan, FINRA would assume regulatory responsibility 
for certain provisions of the federal securities laws and the rules and 
regulations thereunder that are set forth in the Certification. The 
Common Rules covered by the Amended Plan are specifically listed in the 
Certification, as may be amended by the Parties from time to time.
    According to the Amended Plan, BX and Nasdaq will each review the 
Certification at least annually, or more frequently if required by 
changes in either the rules of BX, Nasdaq, or FINRA, and, if necessary, 
submit to FINRA an updated list of Common Rules to add BX or Nasdaq 
rules not included on the then-current list of Common Rules that are 
substantially similar to FINRA rules; delete BX or Nasdaq rules 
included in the then-current list of Common Rules that no longer 
qualify as common rules; and confirm that the remaining rules on the 
list of Common Rules continue to be BX or Nasdaq rules that qualify as 
common rules.\15\ FINRA will then confirm in writing whether the rules 
listed in any updated list are Common Rules as defined in the Amended 
Plan. The Commission believes that these provisions are designed to 
provide for continuing communication between the Parties to ensure the 
continued accuracy of the scope of the proposed allocation of 
regulatory responsibility.
---------------------------------------------------------------------------

    \15\ See paragraph 2 of the Amended Plan.
---------------------------------------------------------------------------

    The Commission is hereby declaring effective an Amended Plan that, 
among other things, allocates regulatory responsibility to FINRA for 
the oversight and enforcement of all BX and Nasdaq rules that are 
substantially

[[Page 54003]]

similar to the rules of FINRA for Common Members of BX and FINRA, and 
Nasdaq and FINRA. Therefore, modifications to the Certification need 
not be filed with the Commission as an amendment to the Amended Plan, 
provided that the Parties are only adding to, deleting from, or 
confirming changes to BX or Nasdaq rules in the Certification in 
conformance with the definition of Common Rules provided in the Amended 
Plan. However, should the Parties decide to add a BX and Nasdaq rule to 
the Certification that is not substantially similar to a FINRA rule; 
delete a BX and Nasdaq rule from the Certification that is 
substantially similar to a FINRA rule; or leave on the Certification a 
BX and Nasdaq rule that is no longer substantially similar to a FINRA 
rule, then such a change would constitute an amendment to the Amended 
Plan, which must be filed with the Commission pursuant to Rule 17d-2 
under the Act.\16\
---------------------------------------------------------------------------

    \16\ The addition to or deletion from the Certification of any 
federal securities laws, rules, and regulations for which FINRA 
would bear responsibility under the Amended Plan for examining, and 
enforcing compliance by, Common Members, also would constitute an 
amendment to the Amended Plan.
---------------------------------------------------------------------------

    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. The primary purpose of the Amended Plan is to allocate 
surveillance, investigation, and enforcement responsibilities for Rule 
14e-4 under the Act, to reflect the name change of Boston Stock 
Exchange, Incorporated to Nasdaq BX, Inc., and to add Nasdaq as a 
Participant to the Plan. The Commission notes that the prior version of 
this plan immediately prior to this proposed amendment was published 
for comment and the Commission did not receive any comments 
thereon.\17\ Furthermore, the Commission does not believe that the 
amendment to the plan raises any new regulatory issues that the 
Commission has not previously considered.
---------------------------------------------------------------------------

    \17\ See supra note 11 (citing to Securities Exchange Act 
Release No. 59218).
---------------------------------------------------------------------------

VI. Conclusion

    This order gives effect to the Amended Plan filed with the 
Commission in File No. 4-575. The Parties shall notify all members 
affected by the Amended Plan of their rights and obligations under the 
Amended Plan.
    It is therefore ordered, pursuant to Section 17(d) of the Act, that 
the Amended Plan in File No. 4-575, between the FINRA, BX, and Nasdaq, 
filed pursuant to Rule 17d-2 under the Act, hereby is approved and 
declared effective.
    It is further ordered that BX and Nasdaq are relieved of those 
responsibilities allocated to FINRA under the Amended Plan in File No. 
4-575.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(34).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-21113 Filed 9-28-21; 8:45 am]
BILLING CODE 8011-01-P


