29850 Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices 

13 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78q(d). 

2 17 CFR 240.17d–2. 

3 15 U.S.C. 78s(g)(1). 

4 15 U.S.C. 78q(d). 

5 15 U.S.C. 78s(g)(2). 

6 15 U.S.C. 78q(d)(1). 

7See 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). 

8 17 CFR 240.17d–1 and 17 CFR 240.17d–2, 

respectively. 

9See Securities Exchange Act Release No. 12352 

(April 20, 1976), 41 FR 18808 (May 7, 1976). 

10See Securities Exchange Act Release No. 12935 

(October 28, 1976), 41 FR 49091 (November 8, 

1976). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13615 Filed 6–25–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Form F–X, SEC File No. 270–336, OMB 

Control No. 3235–0379 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form F–X (17 CFR 239.42) is used to 

appoint an agent for service of process 

by Canadian issuers registering 

securities on Forms F–7, F–8, F–9 or F– 

10 under the Securities Act of 1933 (15 

U.S.C. 77a et seq.), or filing periodic 

reports on Form 40–F under the 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.). The information collected must be 

filed with the Commission and is 

publicly available. We estimate it takes 

approximately 2 hours per response to 

prepare Form F–X and the information 

is filed by approximately 114 

respondents for a total annual reporting 

burden of 228 hours (2 hours per 

response × 114 responses). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE, Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: June 21, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13686 Filed 6–25–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83477; File No. 4–709] 

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 Between 

the Financial Industry Regulatory 

Authority, Inc. and BOX Options 

Exchange LLC 

June 20, 2018. 

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 June 13, 2018, 

pursuant to Rule 17d–2 of the Act,2 by 

the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and BOX 

Options Exchange LLC (‘‘BOX’’) 

(collectively, ‘‘Participating 

Organizations’’ or ‘‘parties’’). This 

agreement amends and restates the 

agreement entered into between FINRA 

and BOX on March 2, 2017, entitled 

‘‘Agreement Between Financial Industry 

Regulatory Authority, Inc. and BOX 

Options Exchange LLC Pursuant to Rule 

17d–2 under the Securities Exchange 

Act of 1934,’’ and any subsequent 

amendments thereafter. 

I. Introduction 

Section 19(g)(1) of the Act,3 among 

other things, requires every selfregulatory 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. 

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. 

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. 

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 


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11See Securities Exchange Act Release No. 80388 

(April 6, 2017), 82 FR 17712 (April 12, 2017). 

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 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. 

II. The Plan 

On April 6, 2017, the Commission 

declared effective the Plan entered into 

between FINRA and BOX 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 BOX 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 

BOX rule for which FINRA bears 

responsibility under the Plan for 

overseeing and enforcing with respect to 

BOX members that are also members of 

FINRA and the associated persons 

therewith (‘‘Certification’’). 

III. Proposed Amendment to the Plan 

On June 13, 2018, 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, as well as certain 

provisions of Regulation SHO. The text 

of the proposed Amended Plan is as 

follows (additions are italicized; 

deletions are [bracketed]): 

* * * * * 

Agreement Between Financial Industry 

Regulatory Authority, Inc. and BOX 

Options Exchange LLC Pursuant to Rule 

17d–2 Under the Securities Exchange 

Act of 1934 

This Agreement, by and between the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and BOX 

Options Exchange LLC (‘‘BOX’’), is 

made this [2nd day of March, 2017] 13th 

day of June, 2018 (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 

and BOX may be referred to 

individually as a ‘‘party’’ and together 

as the ‘‘parties.’’ 

This Agreement amends and restates 

this agreement entered into between 

FINRA and BOX on March 2, 2017, 

entitled ‘‘Agreement between Financial 

Industry Regulatory Authority, Inc. and 

BOX Options Exchange LLC Pursuant to 

Rule 17d–2 under the Securities 

Exchange Act of 1934,’’ and any 

subsequent amendments thereafter. 

Whereas, FINRA and BOX desire to 

reduce duplication in the examination 

of their Dual Members (as defined 

herein) and in the filing and processing 

of certain registration and membership 

records; and 

Whereas, FINRA and BOX 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 

Securities and Exchange Commission 

(the ‘‘SEC’’ or ‘‘Commission’’) for its 

approval. 

Now, therefore, in consideration of 

the mutual covenants contained 

hereinafter, FINRA and BOX hereby 

agree as follows: 

1. 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) ‘‘BOX Rules’’ or ‘‘FINRA Rules’’ 

shall mean: (i) The rules of BOX, or (ii) 

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 BOX 

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 Member’s activity, 

conduct, or output in relation to such 

provision or rule. Common Rules shall 

not include any provisions regarding (i) 

notice, reporting or any other filings 

made directly to or from BOX, (ii) 

[compliance with other 

referenced]incorporation by reference of 

BOX 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 

BOX, (iv) prior written approval of BOX 

and (v) payment of fees or fines to BOX. 

(c) ‘‘Dual Members’’ shall mean those 

BOX members that are also members of 

FINRA and the associated persons 

therewith. 

(d) ‘‘Effective Date’’ shall be the date 

this Agreement is approved by the 

Commission. 

(e) ‘‘Enforcement Responsibilities’’ 

shall mean the conduct of appropriate 

proceedings, in accordance with 

FINRA’s Code of Procedure (the 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 

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 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 

Members. Attached as Exhibit 1 to this 

Agreement and made part hereof, BOX 

furnished FINRA with a current list of 

Common Rules and certified to FINRA 

that such rules that are BOX 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 BOX or FINRA, 

BOX shall submit an updated list of 

Common Rules to FINRA for review 

which shall add BOX Rules not 


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included in the current list of Common 

Rules that qualify as Common Rules as 

defined in this Agreement; delete BOX 

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 BOX 

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 

BOX shall retain full responsibility for 

(unless otherwise addressed by separate 

agreement or rule) (collectively, the 

‘‘Retained Responsibilities’’) the 

following: 

(a) Surveillance, examination, 

investigation and enforcement with 

respect to trading activities or practices 

involving BOX’s own marketplace; 

(b) registration pursuant to its 

applicable rules of associated persons 

(i.e., registration rules that are not 

Common Rules); 

(c) discharge of its duties and 

obligations as a Designated Examining 

Authority pursuant to Rule 17d–1 under 

the Exchange Act; and 

(d) any BOX Rules that are not 

Common Rules as provided in 

paragraph 6. 

3. Dual Members. Prior to the 

Effective Date, BOX shall furnish FINRA 

with a current list of Dual Members, 

which shall be updated no less 

frequently than once each quarter. 

4. No Charge. There shall be no 

charge to BOX by FINRA for performing 

the Regulatory Responsibilities and 

Enforcement Responsibilities under this 

Agreement except as hereinafter 

provided. FINRA shall provide BOX 

with ninety (90) days advance written 

notice in the event FINRA decides to 

impose any charges to BOX for 

performing the Regulatory 

Responsibilities under this Agreement. 

If FINRA determines to impose a charge, 

BOX 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. 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. 

6. Notification of Violations. In the 

event that FINRA becomes aware of 

apparent violations of any BOX Rules, 

which are not listed as Common Rules, 

discovered pursuant to the performance 

of the Regulatory Responsibilities 

assumed hereunder, FINRA shall notify 

BOX of those apparent violations for 

such response as BOX deems 

appropriate. In the event that BOX 

becomes aware of apparent violations of 

any Common Rules, discovered 

pursuant to the performance of the 

Retained Responsibilities, BOX shall 

notify FINRA of those apparent 

violations and such matters shall be 

handled by FINRA as provided in this 

Agreement. Apparent violations of 

Common Rules 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 

Member is the subject of an 

investigation relating to a transaction on 

BOX, BOX may in its discretion assume 

concurrent jurisdiction and 

responsibility. Each party agrees to 

make available promptly all files, 

records and witnesses necessary to 

assist the other in its investigation or 

proceedings. 

7. Continued Assistance. 

(a) FINRA shall make available to 

BOX all information obtained by FINRA 

in the performance by it of the 

Regulatory Responsibilities hereunder 

with respect to the Dual Members 

subject to this Agreement. In particular, 

and not in limitation of the foregoing, 

FINRA shall furnish BOX any 

information it obtains about Dual 

Members which reflects adversely on 

their financial condition. BOX shall 

make available to FINRA any 

information coming to its attention that 

reflects adversely on the financial 

condition of Dual 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. Statutory Disqualifications. When 

FINRA becomes aware of a statutory 

disqualification as defined in the 

Exchange Act with respect to a Dual 

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 BOX 

advised of its actions in this regard for 

such subsequent proceedings as BOX 

may initiate. 

9. Customer Complaints. BOX shall 

forward to FINRA copies of all customer 

complaints involving Dual Members 

received by BOX 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. 

10. Advertising. FINRA shall assume 

Regulatory Responsibility, to the extent 

applicable, to review the advertising of 

Dual 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. 

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 Members, as either party, in its 

sole discretion, shall deem appropriate 

or necessary. 

12. Termination. This Agreement may 

be terminated by BOX or FINRA at any 

time upon the approval of the 

Commission after one (1) year’s written 

notice to the other party (or such shorter 

time as agreed by the parties), except as 

provided in paragraph 4. 

13. Arbitration. In the event of a 

dispute between the parties as to the 

operation of this Agreement, BOX 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 


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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 13 shall interfere with a 

party’s right to terminate this Agreement 

as set forth herein. 

14. Separate Agreement. This 

Agreement is wholly separate from the 

following agreement: (1) The multiparty 

Agreement made pursuant to Rule 17d– 

2 of the Exchange Act among BATS 

Exchange, Inc., BOX Options Exchange, 

LLC, Chicago Board Options Exchange, 

Incorporated, C2 Options Exchange, 

Incorporated, the International 

Securities Exchange, LLC, FINRA, 

Miami International Securities 

Exchange, LLC, NYSE MKT LLC, the 

NYSE Arca, Inc., The NASDAQ Stock 

Market LLC, NASDAQ OMX BX, Inc., 

NASDAQ OMX PHLX LLC, ISE Gemini, 

LLC, EDGX Exchange, Inc., ISE 

Mercury, LLC and MIAX PEARL, LLC 

involving the allocation of regulatory 

responsibilities with respect to common 

members for compliance with common 

rules relating to the conduct by brokerdealers of accounts for listed options or 

index warrants entered as approved by 

the SEC on February 2, 2017, and as 

may be amended from time to time; and 

(2) the multiparty Agreement made 

pursuant to Rule 17d–2 of the Exchange 

Act among NYSE MKT LLC, BATS 

Exchange, Inc., EDGX Exchange, Inc., 

BOX Options Exchange LLC, NASDAQ 

OMX BX, Inc., C2 Options Exchange, 

Incorporated, Chicago Board Options 

Exchange, Incorporated, International 

Securities Exchange LLC, ISE Gemini, 

LLC, ISE Mercury, LLC, FINRA, NYSE 

Arca, Inc., The NASDAQ Stock Market 

LLC, NASDAQ OMX PHLX, Inc., Miami 

International Securities Exchange, LLC 

and MIAX PEARL, LLC involving the 

allocation of regulatory responsibilities 

with respect to SRO market surveillance 

of common members activities with 

regard to certain common rules relating 

to listed options approved by the SEC 

on February 2, 2017, and as may be 

amended from time to time. 

15. Notification of Members. BOX and 

FINRA shall notify Dual Members of 

this Agreement after the Effective Date 

by means of a uniform joint notice. 

16. Amendment. This Agreement may 

be amended in writing provided that the 

changes are approved by both parties. 

All such amendments must be filed 

with and approved by the Commission 

before they become effective. 

17. Limitation of Liability. Neither 

FINRA nor BOX nor any of their 

respective directors, governors, officers 

or employees shall be liable to the 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 one or the 

other of FINRA or BOX and caused by 

the willful misconduct of the other 

party or their respective directors, 

governors, officers or employees. No 

warranties, express or implied, are made 

by FINRA or BOX with respect to any 

of the responsibilities to be performed 

by each of them hereunder. 

18. Relief from Responsibility. 

Pursuant to Sections 17(d)(1)(A) and 

19(g) of the Exchange Act and Rule 17d– 

2 thereunder, FINRA and BOX join in 

requesting the Commission, upon its 

approval of this Agreement or any part 

thereof, to relieve BOX 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. 

19. 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. 

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. 

In witness whereof, each party has 

executed or caused this Agreement to be 

executed on its behalf by a duly 

authorized officer as of the date first 

written above. 

* * * * * 

Exhibit 1 

BOX Options Exchange LLC Rules 

Certification for 17d–2 Agreement With 

FINRA 

BOX Options Exchange LLC (‘‘BOX’’) 

hereby certifies that the requirements 

contained in the rules listed below are 

identical to, or substantially similar to, 

the comparable FINRA (NASD) Rule, 

Exchange Act provision or SEC rule 

identified (‘‘Common Rules’’). 

# Common Rules shall not including 

any provisions regarding (i) notice, 

reporting or any other filings made 

directly to or from BOX, (ii) 

incorporation by reference of BOX 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 BOX, 

(iv) prior written approval of BOX and 

(v) payment of fees or fines to BOX. 

BOX rules FINRA (NASD) rules, exchange act provision or SEC rule 

BOX Rule 3210 (a) [and (b)] .................................................................... FINRA Rule 2251 Processing and Forwarding of Proxy and Other 

Issuer-Related Materials. 

BOX Rule 10070 Anti-Money Laundering Compliance Program # ........... FINRA Rule 3310 Anti-Money Laundering Compliance Program. 

In addition, the following provisions 

shall be part of this 17d–2 Agreement: 

SEA Rule 200 of Regulation SHO— 

Definition of ‘‘Short Sale’’ and 

Marking Requirements and 

SEA Rule 201 of Regulation SHO— 

Circuit Breaker 

SEA Rule 203 of Regulation SHO— 

Borrowing and Delivery Requirements 

SEA Rule 204 of Regulation SHO— 

Close-Out Requirement 

SEA Rule 14e–4—Prohibited 

Transactions in Connection with 

Partial Tender Offers ∧

∧ FINRA shall perform surveillance, 

investigation, and Enforcement 

Responsibilities for SEA Rule 14e– 

4(a)1)(ii)(D). 

[* FINRA shall not have 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 BATS BZX Exchange, Inc., BATS 

BYX Y-Exchange, Inc., Chicago Stock 

Exchange, Inc., BATS EDGA Exchange, 

Inc., BATS EDGX Exchange, Inc., 


sradovich on DSK3GMQ082PROD with NOTICES
29854 Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices 

12 15 U.S.C. 78q(d). 

13 17 CFR 240.17d–2(c). 

14See paragraph 2 of the Amended Plan. 

15See paragraph 3 of the Amended Plan. 

16The 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. 

Financial Industry Regulatory 

Authority, Inc., NASDAQ BX, Inc., 

NASDAQ PHLX LLC, the NASDAQ 

Stock Market LLC, National Stock 

Exchange, Inc., New York Stock 

Exchange LLC, NYSE MKT LLC, and 

NYSE Arca Inc., effective August 3, 

2016, as may be amended from time to 

time.] 

[# FINRA shall not have any 

Regulatory Responsibilities regarding (i) 

notice, reporting or any other filings 

made directly to or from BOX, (ii) 

compliance with other referenced BOX 

Rules that are not Common Rules, (iii) 

exercise of discretion including, but not 

limited to exercise of exemptive 

authority, by BOX, (iv) prior written 

approval of BOX and (v) payment of fees 

or fines to BOX.] 

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– 

709 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 4–709. 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 and BOX. 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 4–709 and should be submitted 

on or before July 17, 2018. 

V. Discussion 

The Commission finds that the 

proposed Amended Plan is consistent 

with the factors set forth in Section 

17(d) of the Act 12 and Rule 17d–2(c) 

thereunder 13 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 both FINRA 

and BOX. Accordingly, the proposed 

Amended Plan promotes efficiency by 

reducing costs to Common Members. 

Furthermore, because BOX and FINRA 

will coordinate their regulatory 

functions in accordance with the 

Amended Plan, the Amended Plan 

should promote investor protection. 

The Commission notes that, under the 

Amended Plan, BOX and FINRA have 

allocated regulatory responsibility for 

those BOX 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, BOX 

will review the Certification at least 

annually, or more frequently if required 

by changes in either the rules of BOX or 

FINRA, and, if necessary, submit to 

FINRA an updated list of Common 

Rules to add BOX rules not included on 

the then-current list of Common Rules 

that are substantially similar to FINRA 

rules; delete BOX 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 

BOX rules that qualify as common 

rules.14 FINRA will then confirm in 

writing whether the rules listed in any 

updated list are Common Rules as 

defined in the Amended Plan. Under 

the Amended Plan, BOX also will 

provide FINRA with a current list of 

Common Members and shall update the 

list no less frequently than once each 

quarter.15 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. 

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 BOX 

rules that are substantially similar to the 

rules of FINRA for Common Members of 

BOX 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 BOX 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 BOX rule to the 

Certification that is not substantially 

similar to a FINRA rule; delete a BOX 

rule from the Certification that is 

substantially similar to a FINRA rule; or 

leave on the Certification a BOX 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

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 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 123 / Tuesday, June 26, 2018 / Notices 29855 

17See supra note 12 (citing to Securities 

Exchange Act Release No. 72137). 

18 17 CFR 200.30–3(a)(34). 

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

2 17 CFR 240.19b–4. 

3On July 7, 2017, the SEC approved FINRA’s 

consolidated rule change to: (1) restructure FINRA’s 

representative-level qualification examination 

program; (2) adopt amendments to consolidate 

NASD and Incorporated NYSE rules as FINRA’s 

consolidated qualification and registration rules; 

and (3) amend FINRA’s CE requirements. See 

Exchange Act Release No. 81098 (July 7, 2017), 82 

FR 32419 (July 13, 2017) (SR–FINRA–2017–007). 

4 15 U.S.C. 78s(b)(3)(A). 

5 17 CFR 240.19b–4(f)(6). 

6See 15 U.S.C. 78o–4(b)(2)(A). 

7See 15 U.S.C. 78o–4(b)(2)(A)(iii). 

appropriate notice and comment can 

take place after the proposed 

amendment is effective. The primary 

purpose of the amendment is to allocate 

surveillance, investigation, and 

enforcement responsibilities for Rule 

14e–4 under the Act, as well as certain 

provisions of Regulation SHO. By 

declaring it effective today, the 

Amended Plan can become effective and 

be implemented without undue delay. 

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. 

VI. Conclusion 

This order gives effect to the 

Amended Plan filed with the 

Commission in File No. 4–709. 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. 4–709, 

between the FINRA and BOX, filed 

pursuant to Rule 17d–2 under the Act, 

hereby is approved and declared 

effective. 

It is further ordered that BOX is 

relieved of those responsibilities 

allocated to FINRA under the Amended 

Plan in File No. 4–709. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13594 Filed 6–25–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83483; File No. SR–MSRB– 

2018–04] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To, Among Other Things, 

Amend MSRB Rule G–3 To Restructure 

the MSRB’s Current Municipal 

Securities Representative Qualification 

Examination and Harmonize Certain 

MSRB Qualification Requirements With 

FINRA Rules 

June 20, 2018. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on June 8, 2018 the 

Municipal Securities Rulemaking Board 

(the ‘‘MSRB’’ or ‘‘Board’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the MSRB. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The MSRB filed with the Commission 

a proposed rule change to amend MSRB 

Rule G–3, on professional qualification 

requirements, to (i) restructure the 

MSRB’s current Municipal Securities 

Representative Qualification 

Examination (‘‘Series 52’’); (ii) 

harmonize certain MSRB qualification 

requirements with the Financial 

Industry Regulatory Authority’s 

(‘‘FINRA’’) rule change to make 

modifications to its representative-level 

qualification program, consolidate 

NASD and Incorporated NYSE 

registration and qualification rules, and 

amend its continuing education (‘‘CE’’) 

requirements (hereinafter ‘‘FINRA’s 

consolidated rule change’’); 3 and (iii) 

make technical changes to Rule G–3 

(collectively the ‘‘proposed rule 

change’’). The MSRB has filed the 

proposed rule change for immediate 

effectiveness pursuant to Section 

19(b)(3)(A) of the Act 4 and Rule 19b– 

4(f)(6) 5 thereunder. The MSRB proposes 

an operative date of October 1, 2018, to 

coincide with the effective date of 

FINRA’s consolidated rule change. 

The text of the proposed rule change 

is available on the MSRB’s website at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2018- 

Filings.aspx, at the MSRB’s principal 

office, and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

MSRB included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. The MSRB has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

MSRB The MSRB is charged with 

setting professional qualification 

standards for brokers, dealers, and 

municipal securities dealers (‘‘dealers’’), 

and municipal advisors. Specifically, 

Section 15B(b)(2)(A) of the Act 

authorizes the MSRB to prescribe 

‘‘standards of training, experience, 

competence, and such other 

qualifications as the Board finds 

necessary or appropriate in the public 

interest or for the protection of investors 

and municipal entities or obligated 

persons.’’ 6 Section 15B(b)(2)(A)(iii) of 

the Act also provides that the Board 

may appropriately classify associated 

persons of dealers and municipal 

advisors and require persons in any 

such class to pass tests prescribed by the 

Board.7 Accordingly, over the years, the 

MSRB has adopted professional 

qualification standards to ensure that 

associated persons of dealers and 

municipal advisors attain and maintain 

specified levels of competence and 

knowledge for each classification 

category. The purpose of the proposed 

rule change is to generally harmonize 

Rule G–3 with approved amendments to 


sradovich on DSK3GMQ082PROD with NOTICES