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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). 

11See Securities Exchange Act Release No. 73641 

(November 19, 2014), 79 FR 70230 (November 25, 

2014). 

12See Securities Exchange Act Release No. 79974 

(February 6, 2017), 82 FR 10417 (February 10, 

2017). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83696; File No. 4–678] 

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., Miami International 

Securities Exchange, LLC, and MIAX 

PEARL, LLC 

July 24, 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 28, 2018, 

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

the Miami International Securities 

Exchange, LLC (‘‘MIAX’’), MIAX 

PEARL, LLC (‘‘MIAX PEARL’’), and the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (collectively, 

‘‘Participating Organizations’’ or 

‘‘parties’’). This agreement amends and 

restates the agreement entered into 

between FINRA, MIAX, and MIAX 

PEARL on June 27, 2018, entitled 

‘‘Agreement between Financial Industry 

Regulatory Authority, Inc., Miami 

International Securities Exchange, LLC 

and MIAX PEARL, 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 

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 November 19, 2014, the 

Commission declared effective the Plan 

entered into between FINRA and MIAX 

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 both MIAX and FINRA. The 

plan reduces regulatory duplication for 

firms that are members of MIAX and 

FINRA by allocating regulatory 

responsibility with respect to certain 

applicable laws, rules, and regulations. 

Included in the Plan is an exhibit that 

lists every MIAX rule for which FINRA 

bears responsibility under the Plan for 

overseeing and enforcing with respect to 

MIAX members that are also members of 

FINRA and the associated persons 

therewith (‘‘Certification’’). On January 

12, 2017, the parties submitted a 

proposed amendment to the Plan to add 

MIAX PEARL as a Participant to the 

Plan.12

III. Proposed Amendment to the Plan 

On June 28, 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 underlined; 

deletions are [bracketed]): 

* * * * * 


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AGREEMENT AMONG FINANCIAL INDUSTRY 

REGULATORY AUTHORITY, INC., 

MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC AND MIAX PEARL, LLC 

PURSUANT TO 

RULE 17d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 

This Agreement, by and among the Financial Industry Regulatory Authority, Inc. ("FINRA"), 

Miami International Securities Exchange, LLC ("MIAX") and MIAX PEARL, LLC ("MIAX 

PEARL"), is made this [111h]27th day of [January, 2017]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, MIAX and MIAX PEARL 

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] MIAX 

and MIAX PEARL on [October 13, 2014] January 11, 2017, entitled "Agreement between 

Financial Industry Regulatory Authority, Inc._, [and] Miami International Securities Exchange, 

LLC and MIAX PEARL, LLC Pursuant to Rule 17d-2 under the Securities Exchange Act of 

1934," and any subsequent amendments thereafter. 

WHEREAS, the parties desire to reduce duplication in the examination of their Common 

Members (as defined herein) and in the filing and processing of certain registration and 

membership records; and 

WHEREAS, the parties 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. 
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NOW, THEREFORE, in consideration of the mutual covenants contained hereinafter, the parties 

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) "MIAX Rules," "MIAX PEARL Rules or "FINRA Rules" shall mean: (i) the 

rules ofMIAX or MIAX PEARL, respectively, or (ii) the rules ofFINRA, 

respectively, as the rules of an exchange or association are defined in Exchange 

Act Section 3(a)(27). 

(b) "Common Rules" shall mean MIAX Rules and MIAX PEARL 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 Common 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 MIAX or MIAX PEARL, (ii) [compliance with other 

referenced]incorporation by reference of MIAX or MIAX PEARL 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 
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authority, by MIAX or MIAX PEARL, (iv) prior written approval ofMIAX or 

MIAX PEARL and (v) payment of fees or fines to MIAX or MIAX PEARL. 

(c) "Common Members" shall mean members ofFINRA and at least one ofMIAX or 

MIAXPEARL. 

(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 ofProcedure and sanctions guidelines. 

(f) "Regulatory Responsibilities" shall mean the examination responsibilities and 

Enforcement Responsibilities relating to compliance by the 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 14e-4"), with a focus on the standardized call option 

provision ofRule 14e-4(a)(l)(ii)(D). 

2. Regulatory and Enforcement Responsibilities. FINRA shall assume Regulatory 

Responsibilities and Enforcement Responsibilities for Common Members. Attached as 
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Exhibit 1 to this Agreement and made part hereof, MIAX and MIAX PEARL furnished 

FINRA with a current list of Common Rules and certified to FINRA that such rules that are 

MIAX Rules and MIAX PEARL 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 the rules of the parties, MIAX and 

MIAX PEARL shall submit an updated list of Common Rules to FINRA for review which 

shall add MIAX Rules or MIAX PEARL Rules not included in the current list of Common 

Rules that qualify as Common Rules as defined in this Agreement; delete MIAX Rules or 

MIAX PEARL 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 MIAX Rules or MIAX PEARL 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 MIAX and MIAX PEARL 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 MIAX's and MIAX PEARL's own marketplace; 

(b) registration pursuant to their applicable rules of associated persons (i.e., 

registration rules that are not Common Rules); 
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(c) discharge of their duties and obligations as a Designated Examining Authority 

pursuant to Rule 17d-l under the Exchange Act; and 

(d) any MIAX Rules and MIAX PEARL Rules that are not Common Rules as 

provided in paragraph 6. 

3. Common Members. Prior to the Effective Date, MIAX and MIAX PEARL shall furnish 

FINRA with a current list of Common Members, which shall be updated no less frequently 

than once each quarter. 

4. No Charge. There shall be no charge to MIAX and MIAX PEARL by FINRA for 

performing the Regulatory Responsibilities and Enforcement Responsibilities under this 

Agreement except as hereinafter provided. FINRA shall provide MIAX and MIAX PEARL 

with ninety (90) days advance written notice in the event FINRA decides to impose any 

charges to MIAX and MIAX PEARL for performing the Regulatory Responsibilities under 

this Agreement. IfFINRA determines to impose a charge, MIAX and MIAX PEARL 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. 
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6. Notification of Violations. In the event that FINRA becomes aware of apparent violations of 

any MIAX Rules or MIAX PEARL Rules, which are not listed as Common Rules, 

discovered pursuant to the performance of the Regulatory Responsibilities assumed 

hereunder, FINRA shall notify MIAX and MIAX PEARL of those apparent violations for 

such response as MIAX and MIAX PEARL deem appropriate. In the event that MIAX or 

MIAX PEARL becomes aware of apparent violations of any Common Rules, discovered 

pursuant to the performance of the Retained Responsibilities, MIAX and MIAX PEARL 

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 Common Member is the subject of an 

investigation relating to a transaction on MIAX or MIAX PEARL, MIAX and MIAX 

PEARL may in their 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 MIAX and MIAX PEARL all information 

obtained by FINRA in the performance by it of the Regulatory Responsibilities 

hereunder with respect to the Common Members subject to this Agreement. In 

particular, and not in limitation of the foregoing, FINRA shall furnish MIAX and 

MIAX PEARL any information it obtains about Common Members which 

reflects adversely on their financial condition. MIAX and MIAX PEARL shall 

make available to FINRA any information coming to its attention that reflects 
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adversely on the financial condition of 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. No party shall assert regulatory or other privileges as 

against any other with respect to documents or information that is required to be 

shared pursuant to this Agreement. 

(c) The sharing of documents or information among 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 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 MIAX 

and MIAX PEARL advised of its actions in this regard for such subsequent proceedings as 

MIAX and MIAX PEARL may initiate. 

9. Customer Complaints. MIAX and MIAX PEARL shall forward to FINRA copies of all 

customer complaints involving Common Members received by MIAX and MIAX PEARL 

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 responsibility to review the advertising of Common 

Members subject to the Agreement, provided that such material is filed with FINRA in 
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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 any party to conduct its own independent or concurrent 

investigation, examination or enforcement proceeding of or against Common Members, as 

any party, in its sole discretion, shall deem appropriate or necessary. 

12. Termination. This Agreement may be terminated by any party at any time upon the approval 

of the Commission after one (1) year's written notice to the other parties (or such shorter 

time as agreed by the parties), except as provided in paragraph 4. 

13. Arbitration. In the event of a dispute among the parties as to the operation of this 

Agreement, the parties hereby agree that any such dispute shall be settled by arbitration in 

Washington, D.C. 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 parties. In the event of a 

dispute among 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, 
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Incorporated, C2 Options Exchange, Incorporated, the International Securities Exchange, 

LLC, FINRA, MIAX, NYSE MKT LLC, the NYSE Area, Inc., The NASDAQ Stock Market 

LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, ISE Gemini, LLC, EDGX 

Exchange, Inc.,_[ and] 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 broker-dealers of accounts for listed options or index 

warrants entered as approved by the SEC on [February 16, 2016]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 Area, Inc., 

The NASDAQ Stock Market LLC, NASDAQ OMX PHLX, Inc., [and] MIAX 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 16, 2016] February 2, 2017, and 

as may be amended from time to time. 

15. Notification of Members. The parties shall notify Common 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 each party. All such amendments must be filed with and approved by the 

Commission before they become effective. 
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17. Limitation of Liability. None of the parties nor any of their respective directors, governors, 

officers or employees shall be liable to 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 and caused by the willful 

misconduct of another party or their respective directors, governors, officers or employees. 

No warranties, express or implied, are made by any party hereto with respect to any of the 

responsibilities to be performed by 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, MIAX and MIAX PEARL join in requesting the 

Commission, upon its approval of this Agreement or any part thereof, to relieve MIAX and 

MIAX PEARL 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. 
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* * * * * 

EXHIBIT 1 

Miami International Securities Exchange, LLC and MIAX PEARL, LLC Rules Certification for 

17d-2 Agreement with FINRA 

Miami International Securities Exchange, LLC ("MIAX") and MIAX PEARL, LLC ("MIAX 

PEARL") hereby certify 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 include any provisions regarding (i) notice, reporting or any other 

filings made directly to or from MIAX or MIAX PEARL, (ii) incorporation by reference of 

MIAX or MIAX PEARL 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 MIAX or MIAX PEARL, (iv) prior written approval ofMIAX or MIAX 

PEARL and (v) payment of fees or fines to MIAX or MIAX PEARL. 

MIAXRULES MIAX PEARL RULES FINRA (NASD) RULES, 

EXCHANGE ACT PROVISION 

OR 

SEC RULE 

Rule 301 Rule 301 FINRA Rule 2010 Standards of 

Just and Equitable Just and Equitable Commercial Honor and Principles 

Principles of Trade13 Principles of Trade1 of Trade[*] 

Rule 303 Prevention of Rule 303 Prevention ofthe Section 15(g) of the Exchange Act 

the Misuse of Material Misuse ofMaterial and FINRA Rule 311 O(b )(1) 

Nonpublic Information1

'# Nonpublic Information1

• # Supervision 

Rule 315 Rule 315 

Anti-Money Laundering Anti-Money Laundering FINRA Rule 3 310 Anti-Money 

Compliance Program# Compliance Program# Laundering Compliance Program 

Rule 318(a) Rule 318(a) FINRA Rule 2020 Use of 

Manipulation Manipulation Manipulative, Deceptive or other 

Fraudulent Devices[*] 

Rule318(b) Rule318(b) FINRA Rule 6140@ Other 

Manipulation Manipulation Trading Practices 

Rule 319 Rule 319 FINRA Rule 2251 Processing and 

Forwarding of Proxy and Forwarding of Proxy and Forwarding of Proxy and Other 

Other Issuer-Related Other Issuer-Related Issuer-Related Materials 

Materials Materials 

13 FINRA shall only have Regulatory Responsibilities regarding the rule and not the 

interpretations and policies. 
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Rule 320 Rule 320 FINRA Rule 5280 Trading Ahead 

Trading Ahead of Trading Ahead of Research of Research Reports 

Research Reports Reports 

Rule 800(a), (b) and (d) Rule 800(a), (b) and (d) 

Maintenance, Retention Maintenance, Retention and FINRA Rule 4511 General 

and Furnishing of Books, Furnishing ofBooks, Requirements* and Section 17 of 

Records and Other Records and Other the Exchange Act and the rules 

Information 1 # Information1

·# thereunder# 

Rule 1304 Rule 1304 

Continuing Education for Continuing Education for FINRARule 1250(a)(1)-(4), (6) 

Registered Persons# Registered Persons# and (b) Continuing Education 

R . # eqmrements 

Rule 1321 Rule 1321 FINRA Rule 11870 Customer 

Transfer of Accounts Transfer of Accounts Account Transfer Contracts 

Rule 1325 Rule 1325 FINRA Rule 3230 Telemarketing 

Telemarketing Telemarketing 

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/\ 

AFINRA shall perform surveillance, investigation, and Enforcement Responsibilities for SEA 

Rule 14e-4(a) l)(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 Exchange, Inc., BATS Y-Exchange, Inc., Chicago Board Options Exchange, Inc., 

Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry 

Regulatory Authority, Inc., NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, the 

NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, 

NYSE Amex LLC, and NYSE Area Inc., effective December 16, 2011, as may be amended from 

time to time.] 

[#FINRA shall not have Regulatory Responsibilities regarding (i) notice, reporting or any other 

filings made directly to or from MIAX or MIAX PEARL, (ii) compliance with other referenced 

MIAX or MIAX PEARL Rules that are not Common Rules, (iii) exercise of discretion including, 

but not limited to exercise of exemptive authority, by MIAX or MIAX PEARL, (iv) prior written 

approval ofMIAX or MIAX PEARL and (v) payment of fees or fines to MIAX or MIAX 

PEARL.] 
Federal Register / Vol. 83, No. 145 / Friday, July 27, 2018 / Notices 35695 

14 15 U.S.C. 78q(d). 

15 17 CFR 240.17d–2(c). 16See paragraph 2 of the Amended Plan. 

17See paragraph 3 of the Amended Plan. 

18The 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. 

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– 

678 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 4–678. 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, MIAX, and MIAX PEARL. 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 4–678 and should be 

submitted on or before August 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 14 and Rule 17d–2(c) 

thereunder 15 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 and 

MIAX or MIAX PEARL. Accordingly, 

the proposed Amended Plan promotes 

efficiency by reducing costs to Common 

Members. Furthermore, because MIAX, 

MIAX PEARL, 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, MIAX, MIAX PEARL, 

and FINRA have allocated regulatory 

responsibility for those MIAX and 

MIAX PEARL 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, 

MIAX and MIAX PEARL will review the 

Certification at least annually, or more 

frequently if required by changes in 

either the rules of MIAX, MIAX PEARL 

or FINRA, and, if necessary, submit to 

FINRA an updated list of Common 

Rules to add MIAX or MIAX PEARL 

rules not included on the then-current 

list of Common Rules that are 

substantially similar to FINRA rules; 

delete MIAX or MIAX PEARL 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 MIAX or MIAX 

PEARL rules that qualify as common 

rules.16 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, MIAX and MIAX 

PEARL also will provide FINRA with a 

current list of Common Members and 

shall update the list no less frequently 

than once each quarter.17 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 MIAX 

and MIAX PEARL rules that are 

substantially similar to the rules of 

FINRA for Common Members of FINRA 

and MIAX, and FINRA and MIAX 

PEARL. 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 MIAX or 

MIAX PEARL 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 MIAX or MIAX 

PEARL rule to the Certification that is 

not substantially similar to a FINRA 

rule; delete a MIAX or MIAX PEARL 

rule from the Certification that is 

substantially similar to a FINRA rule; or 

leave on the Certification a MIAX or 

MIAX PEARL 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.18

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 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 


amozie on DSK3GDR082PROD with NOTICES1
35696 Federal Register / Vol. 83, No. 145 / Friday, July 27, 2018 / Notices 

19See supra note 12 (citing to Securities 

Exchange Act Release No. 79974). 

20 17 CFR 200.30–3(a)(34). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange originally filed to amend the Fee 

Schedule on June 27, 2018 (SR–NYSENAT–2018– 

14) and withdrew such filing on July 9, 2018. This 

filing replaces SR–NYSENAT–2018–14 in its 

entirety. 

5The Exchange would explain the proposed 5% 

requirement in a new footnote **. As proposed, 

ETP Holders would have to maintain a bid or an 

offer at the NBB or the NBO for at least 5% of the 

trading day in round lots in a security for that 

security to count toward the tier requirement. The 

terms ‘‘NBB,’’ ‘‘NBO,’’ ‘‘NBBO,’’ and ‘‘BBO’’ are 

defined in NYSE National Rule 1.1. The Exchange 

believes that the proposed 5% threshold is 

appropriate for a market of NYSE National’s size 

and trading volume. 

6See note 5, supra. 

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.19 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. 4–678. 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. 4–678, 

between the FINRA, MIAX, and MIAX 

PEARL, filed pursuant to Rule 17d–2 

under the Act, hereby is approved and 

declared effective. 

It is further ordered that MIAX and 

MIAX PEARL are each relieved of those 

responsibilities allocated to FINRA 

under the Amended Plan in File No. 4– 

678. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–16110 Filed 7–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83687; File No. SR– 

NYSENAT–2018–16] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Its Schedule of 

Fees and Rebates To Adopt Two New 

Adding Tiers and Regulatory Fees in 

Connection With Use of the Central 

Registration Depository 

July 23, 2018. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on July 9, 

2018, NYSE National, Inc. (‘‘Exchange’’ 

or ‘‘NYSE National’’) 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 self-regulatory 

organization. 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 Exchange proposes to amend its 

Schedule of Fees and Rebates to adopt 

(1) two new adding tiers, and (2) 

regulatory fees in connection with use 

of the Central Registration Depository 

(‘‘CRD’’) by Exchange ETP Holders that 

are not also members of the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). The Exchange proposes to 

implement the rule change on July 9, 

2018.4 The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, 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 

self-regulatory organization 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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Schedule of Fees and Rebates to adopt 

(1) two new adding tiers, and (2) 

regulatory fees in connection with use 

of CRD. 

The Exchange proposes to implement 

the rule change on July 9, 2018. 

Proposed Adding Tiers 

The Exchange proposes two new 

adding tiers for displayed and nondisplayed orders in securities priced at 

or above $1.00, as follows. Current 

Adding Tier would be re-named 

‘‘Adding Tier 1.’’ 

Adding Tier 2 

Under proposed Adding Tier 2, the 

Exchange would offer the following fees 

for transactions in stocks with a per 

share price of $1.00 or more when 

adding liquidity to the Exchange if the 

ETP Holder quotes at least 5% of the 

NBBO 5 in 1,000 or more symbols on an 

average daily basis, calculated monthly: 

• $0.0005 per share for adding 

displayed orders; 

• $0.0005 per share for orders that set 

a new Exchange BBO; 

• $0.0007 per share for adding nondisplayed orders; and 

• $0.0005 per share for MPL orders. 

For example, in a given month, if an 

ETP Holder quotes at least 5% of the 

NBBO in 800 symbols in round lots on 

the first day of the month and 1,400 

symbols on the second day of the 

month, the ETP Holder would have 

1,100 securities on average daily basis 

that meet the 5% NBBO requirement 

after the second day, and would qualify 

for the proposed Adding Tier 2 after the 

second day. Further, in a given symbol 

on a given day, if the ETP Holder 

maintains a bid at the NBB for 4% of the 

trading day and an offer at the NBO for 

8% of the trading day, that would result 

in the ETP Holder quoting 6% of the 

NBBO in that symbol for that day and 

that symbol meeting the 5% NBBO 

requirement for that day. 

Adding Tier 3 

Under proposed Adding Tier 3, the 

Exchange would offer the following fees 

for transactions in stocks with a per 

share price of $1.00 or more when 

adding liquidity to the Exchange if the 

ETP Holder quotes at least 5% of the 

NBBO 6 in 600 or more symbols on an 

average daily basis, calculated monthly: 

• $0.0012 per share for adding 

displayed orders; 

• $0.0012 per share for orders that set 

a new Exchange BBO; 

• $0.0014 per share for adding nondisplayed orders; and 

• $0.0005 per share for MPL orders. 

Finally, as reflected in footnote * of 

the Schedule of Fees and Rebates, the 

volume requirements for the current 


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