8566 Federal Register / Vol. 81, No. 33 / Friday, February 19, 2016 / Notices 

38 See Chapter VII, Section 5, entitled 

‘‘Obligations of Market Makers’’. 

39 15 U.S.C. 78s(b)(3)(A)(ii). 

40 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) and 15 U.S.C. 78s(g)(2), 

respectively. 

corresponding increase in order flow 

from other market participants. 

Moreover, unlike others market 

participants each BX Options Market 

Maker commits to various obligations. 

These obligations include, for example, 

transactions of a BX Market Maker must 

constitute a course of dealings 

reasonably calculated to contribute to 

the maintenance of a fair and orderly 

market, and Market Makers should not 

make bids or offers or enter into 

transactions that are inconsistent with 

such course of dealings.38

In this instance, the proposed changes 

to the fees and rebates for Penny Pilot 

Options and for Non-Penny Pilot 

Options to add a new Firm column, and 

establishing a SPY Options Tiers 

Schedule, do not impose a burden on 

competition because the Exchange’s 

execution and routing services are 

completely voluntary and subject to 

extensive competition both from other 

exchanges and from off-exchange 

venues. If the changes proposed herein 

are unattractive to market participants, 

it is likely that the Exchange will lose 

market share as a result. Accordingly, 

the Exchange does not believe that the 

proposed changes will impair the ability 

of members or competing order 

execution venues to maintain their 

competitive standing in the financial 

markets. Additionally, the changes 

proposed herein are pro-competitive to 

the extent that they continue to allow 

the Exchange to promote and maintain 

order executions. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Pursuant to Section 19(b)(3)(A)(ii) of 

the Act,39 the Exchange has designated 

this proposal as establishing or changing 

a due, fee, or other charge imposed by 

the self-regulatory organization on any 

person, whether or not the person is a 

member of the self-regulatory 

organization, which renders the 

proposed rule change effective upon 

filing. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

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 SR– 

BX–2016–010 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BX–2016–010. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 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 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BX– 

2016–010 and should be submitted on 

or before March 11, 2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.40

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–03392 Filed 2–18–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77122; File No. 4–697] 

Program for Allocation of Regulatory 

Responsibilities Pursuant to Rule 17d– 

2; Notice of Filing of Proposed Plan for 

the Allocation of Regulatory 

Responsibilities Between the Financial 

Industry Regulatory Authority, Inc. and 

ISE Mercury, LLC 

February 11, 2016. 

Pursuant to Section 17(d) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 17d–2 thereunder,2

notice is hereby given that on February 

9, 2016, ISE Mercury, LLC (‘‘ISE 

Mercury’’) and the Financial Industry 

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

(together with ISE Mercury, the 

‘‘Parties’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’ 

or ‘‘SEC’’) a plan for the allocation of 

regulatory responsibilities, dated 

February 8, 2016 (‘‘17d–2 Plan’’ or the 

‘‘Plan’’). The Commission is publishing 

this notice to solicit comments on the 

17d–2 Plan from interested persons. 

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) 

or Section 19(g)(2) of the Act.4 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’’) for compliance 

with certain rules that are substantially 


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5 15 U.S.C. 78q(d)(1). 

6See 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). 7 17 CFR 240.17d–1 and 17 CFR 240.17d–2, 

respectively. 

8See Securities Exchange Act Release No. 12352 

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

9See Securities Exchange Act Release No. 12935 

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

1976). 

10The proposed 17d–2 Plan refers to these 

common members as ‘‘Dual Members.’’ See 

Paragraph 1(c) of the proposed 17d–2 Plan. 

11See paragraph 1(b) of the proposed 17d–2 Plan 

(defining Common Rules). See also paragraph 1(f) 

of the proposed 17d–2 Plan (defining Regulatory 

Responsibilities). Paragraph 2 of the Plan provides 

that annually, or more frequently as required by 

changes in either ISE MERCURY rules or FINRA 

rules, the parties shall review and update, if 

necessary, the list of Common Rules. Further, 

paragraph 3 of the Plan provides that ISE 

MERCURY shall furnish FINRA with a list of Dual 

Members, and shall update the list no less 

frequently than once each calendar quarter. 

12See paragraph 6 of the proposed 17d–2 Plan. 

13See paragraph 2 of the proposed 17d–2 Plan. 

identical across multiple SROs. Such 

regulatory duplication would add 

unnecessary expenses for common 

members and their SROs. 

Section 17(d)(1) of the Act 5 was 

intended, in part, to eliminate 

unnecessary multiple examinations and 

regulatory duplication.6 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.7

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.8 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.9

Rule 17d–2 permits SROs to propose 

joint plans for the allocation of 

regulatory responsibilities with respect 

to their common members. Under 

paragraph (c) of Rule 17d–2, the 

Commission may declare such a plan 

effective if, after providing for 

appropriate notice and comment, it 

determines that the plan is necessary or 

appropriate in the public interest and 

for the protection of investors; to foster 

cooperation and coordination among the 

SROs; to remove impediments to, and 

foster the development of, a national 

market system and a national clearance 

and settlement system; and is in 

conformity with the factors set forth in 

Section 17(d) of the Act. Commission 

approval of a plan filed pursuant to Rule 

17d–2 relieves an SRO of those 

regulatory responsibilities allocated by 

the plan to another SRO. 

II. Proposed Plan 

The proposed 17d–2 Plan is intended 

to reduce regulatory duplication for 

firms that are common members of both 

ISE Mercury and FINRA.10 Pursuant to 

the proposed 17d–2 Plan, FINRA would 

assume certain examination and 

enforcement responsibilities for 

common members with respect to 

certain applicable laws, rules, and 

regulations. 

The text of the Plan delineates the 

proposed regulatory responsibilities 

with respect to the Parties. Included in 

the proposed Plan is an exhibit (the 

‘‘ISE Mercury Certification of Common 

Rules,’’ referred to herein as the 

‘‘Certification’’) that lists every ISE 

Mercury rule, and select federal 

securities laws, rules, and regulations, 

for which FINRA would bear 

responsibility under the Plan for 

overseeing and enforcing with respect to 

ISE Mercury members that are also 

members of FINRA and the associated 

persons therewith (‘‘Dual Members’’). 

Specifically, under the 17d–2 Plan, 

FINRA would assume examination and 

enforcement responsibility relating to 

compliance by Dual Members with the 

rules of ISE Mercury that are 

substantially similar to the applicable 

rules of FINRA,11 as well as any 

provisions of the federal securities laws 

and the rules and regulations 

thereunder delineated in the 

Certification (‘‘Common Rules’’). In the 

event that a Dual Member is the subject 

of an investigation relating to a 

transaction on ISE Mercury, the plan 

acknowledges that ISE Mercury may, in 

its discretion, exercise concurrent 

jurisdiction and responsibility for such 

matter.12

Under the Plan, ISE Mercury would 

retain full responsibility for surveillance 

and enforcement with respect to trading 

activities or practices involving ISE 

Mercury’s own marketplace, including, 

without limitation, registration pursuant 

to its applicable rules of associated 

persons (i.e., registration rules that are 

not Common Rules); its duties as a DEA 

pursuant to Rule 17d–1 under the Act; 

and any ISE Mercury rules that are not 

Common Rules.13

The text of the proposed 17d–2 Plan 

is as follows: 

AGREEMENT BETWEEN FINANCIAL 

INDUSTRY REGULATORY 

AUTHORITY, INC. AND ISE 

MERCURY, LLC PURSUANT TO RULE 

17d–2 UNDER THE SECURITIES 

EXCHANGE ACT OF 1934 

This Agreement, by and between 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) and ISE 

Mercury, LLC (‘‘ISE Mercury’’), is made 

this 8th day of February, 2016 (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 ISE Mercury may be referred to 

individually as a ‘‘party’’ and together 

as the ‘‘parties.’’ 

WHEREAS, FINRA and ISE Mercury 

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 ISE Mercury 

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 ISE Mercury 

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: 


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(a) ‘‘ISE Mercury Rules’’ or ‘‘FINRA 

Rules’’ shall mean the rules of ISE 

Mercury or FINRA, respectively, as the 

rules of an exchange or association are 

defined in Exchange Act Section 

3(a)(27). 

(b) ‘‘Common Rules’’ shall mean the 

ISE Mercury Rules that are substantially 

similar to the applicable FINRA Rules 

set forth in Exhibit 1 in that examination 

for compliance with such 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 Dual Member’s activity, conduct, or 

output in relation to such rule. 

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

ISE Mercury members that are also 

members of FINRA and the associated 

persons therewith. 

(d) ‘‘Effective Date’’ shall have the 

meaning set forth in paragraph 13. 

(e) ‘‘Enforcement Responsibilities’’ 

shall mean the conduct of appropriate 

proceedings, in accordance with the 

FINRA 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 the 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. 

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, ISE 

Mercury furnished FINRA with a 

current list of Common Rules and 

certified to FINRA that such rules are 

substantially similar to the 

corresponding FINRA Rule (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 ISE Mercury Rules or 

FINRA Rules, ISE Mercury shall submit 

an updated list of Common Rules to 

FINRA for review which shall add ISE 

Mercury Rules not included in the 

current list of Common Rules that 

qualify as Common Rules as defined in 

this Agreement; delete ISE Mercury 

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 ISE 

Mercury 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 ISE Mercury shall 

retain full responsibility for (unless 

otherwise addressed by separate 

agreement or rule) the following 

(collectively, the ‘‘Retained 

Responsibilities’’): 

(a) surveillance and enforcement with 

respect to trading activities or practices 

involving ISE Mercury’s own 

marketplaces, including without 

limitation ISE Mercury’s Rules relating 

to the rights and obligations of market 

makers; 

(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 ISE Mercury Rules that are not 

Common Rules. 

3. Dual Members. Prior to the 

Effective Date, ISE Mercury 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 ISE Mercury by FINRA for 

performing the Regulatory 

Responsibilities and Enforcement 

Responsibilities under this Agreement 

except as hereinafter provided. FINRA 

shall provide ISE Mercury with ninety 

(90) days advance written notice in the 

event FINRA decides to impose any 

charges to ISE Mercury for performing 

the Regulatory Responsibilities under 

this Agreement. If FINRA determines to 

impose a charge, ISE Mercury 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. Reassignment of Regulatory 

Responsibilities. Notwithstanding any 

provision hereof, this Agreement shall 

be subject to any statute, or any rule or 

order of the Commission. 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. Notification of Violations. In the 

event that FINRA becomes aware of 

apparent violations of any ISE Mercury 

Rules, which are not listed as Common 

Rules, discovered pursuant to the 

performance of the Regulatory 

Responsibilities assumed hereunder, 

FINRA shall notify ISE Mercury of those 

apparent violations for such response as 

ISE Mercury deems appropriate. In the 

event ISE Mercury becomes aware of 

apparent violations of the Common 

Rules, discovered pursuant to the 

performance of the Retained 

Responsibilities, ISE Mercury shall 

notify FINRA of those apparent 

violations and such matters shall be 

handled by FINRA as provided in this 

Agreement. Apparent violations of all 

the 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 

ISE Mercury, ISE Mercury 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. FINRA shall 

make available to ISE Mercury all 

information obtained by FINRA in the 

performance by it of the Regulatory 

Responsibilities hereunder in respect to 

the Dual Members subject to this 

Agreement. In particular, and not in 

limitation of the foregoing, FINRA shall 

furnish ISE Mercury any information it 

obtains about Dual Members which 

reflects adversely on their financial 

condition. It is understood that such 

information is of an extremely sensitive 

nature and, accordingly, ISE Mercury 

acknowledges and agrees to take all 

reasonable steps to maintain its 

confidentiality. ISE Mercury 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. 

8. Dual Member Applications. 

(a) Dual Members subject to this 

Agreement shall be required to submit, 

and FINRA shall be responsible for 

processing and acting upon all 


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applications submitted on behalf of 

allied persons, partners, officers, 

registered personnel and any other 

person required to be approved by the 

ISE Mercury Rules and FINRA Rules or 

associated with Dual Members thereof. 

Upon request, FINRA shall advise ISE 

Mercury of any changes of allied 

members, partners, officers, registered 

personnel and other persons required to 

be approved by the ISE Mercury Rules 

and FINRA Rules. 

(b) Dual Members shall be required to 

send to FINRA all letters, termination 

notices or other material respecting the 

individuals listed in paragraph 8(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 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 

ISE Mercury advised of its actions in 

this regard for such subsequent 

proceedings as ISE Mercury 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: (i) meets the ISE Mercury 

requirements for general membership or 

for specified categories of membership 

or participation in ISE Mercury, such as 

(A) Primary Market Maker Membership 

(‘‘PMM’’); (B) Competitive Market 

Maker Membership (‘‘CMM’’); (C) 

Electronic Access Membership (‘‘EAM’’) 

(or any similar type of ISE Mercury 

membership or participation that is 

created after this Agreement is 

executed); or (ii) meets the ISE Mercury 

requirements to be associated with, or 

employed by, a ISE Mercury member or 

participant in any capacity, such a 

Designated Trading Representative 

(‘‘DTR’’) (or any similar type of 

participation, employment category or 

title, or associate-person category or 

class 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(d), 

including termination or limitation on 

activities, of a member or a participant 

of ISE Mercury, or a person associated 

with, or requesting association with, a 

member or participant of ISE Mercury. 

9. 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 

Members and any other applications 

required of Dual Members with respect 

to the Common Rules as they may be 

amended from time to time. Upon 

request, FINRA shall advise ISE 

Mercury of the opening, address change 

and termination of branch and main 

offices of Dual Members and the names 

of such branch office managers. 

10. Customer Complaints. ISE 

Mercury shall forward to FINRA copies 

of all customer complaints involving 

Dual Members received by ISE Mercury 

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. 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 ISE Mercury 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 may be agreed by the parties), 

except as provided in paragraph 4. 

13. Effective Date. This Agreement 

shall be effective upon approval of the 

Commission. 

14. Arbitration. In the event of a 

dispute between the parties as to the 

operation of this Agreement, ISE 

Mercury 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. 

15. Separate Agreement. This 

Agreement is wholly separate from (1) 

the multiparty Agreement made 

pursuant to Rule 17d–2 of the Exchange 

Act among BATS Exchange, Inc., BOX 

Options Exchange, LLC, the Chicago 

Board Options Exchange, Incorporated, 

C2 Options Exchange, Incorporated, the 

International Securities Exchange, LLC, 

Financial Industry Regulatory 

Authority, Inc., Miami International 

Securities Exchange, LLC, the New York 

Stock Exchange, LLC, the NYSE MKT 

LLC, the NYSE Arca Inc., The NASDAQ 

Stock Market LLC, NASDAQ OMX BX, 

Inc., and the NASDAQ OMX PHLX, LLC 

approved by the Commission on 

December 5, 2012 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 or (2) the multiparty 

Agreement made pursuant to Rule 17d– 

2 of the Exchange Act among NYSE 

MKT LLC, BATS Exchange, Inc., BOX 

Options Exchange, LLC, C2 Options 

Exchange, Incorporated, Chicago Board 

Options Exchange, Incorporated, 

International Securities Exchange LLC, 

Financial Industry Regulatory 

Authority, Inc., NYSE Arca, Inc., The 

NASDAQ Stock Market LLC, NASDAQ 

OMX BX, Inc., NASDAQ OMX PHLX, 

Inc. and Miami International Securities 

Exchange, LLC, approved by the 

Commission on December 5, 2012 

involving options-related market 

surveillance matters and such 

agreements as may be amended from 

time to time. 

16. Notification of Members. ISE 

Mercury and FINRA shall notify Dual 

Members of this Agreement after the 

Effective Date by means of a uniform 

joint notice. 

17. 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. Limitation of Liability. Neither 

FINRA nor ISE Mercury 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 ISE Mercury 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 ISE Mercury with respect 

to any of the responsibilities to be 

performed by each of them hereunder. 

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 


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14 15 U.S.C. 78q(d)(1). 

15 17 CFR 240.17d–2. 16 17 CFR 200.30–3(a)(34). 

affecting the validity or enforceability of 

any of the terms or provisions of this 

Agreement in any other jurisdiction. 

20. Relief from Responsibility. 

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

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

2 thereunder, FINRA and ISE Mercury 

join in requesting the Commission, 

upon its approval of this Agreement or 

any part thereof, to relieve ISE Mercury 

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. 

21. 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. 

FINANCIAL INDUSTRY REGULATORY 

AUTHORITY, INC. 

By lllllllllllllllll

Name: 

Title: 

ISE MERCURY, LLC 

By lllllllllllllllll

Name: 

Title: 

EXHIBIT 1 

ISE MERCURY CERTIFICATION OF 

COMMON RULES 

ISE Mercury hereby certifies that the 

requirements contained in the rules 

listed below for ISE Mercury are 

identical to, or substantially similar to, 

the comparable FINRA Rules or SEC 

Rules identified. 

ISE Mercury rule FINRA or SEC rule 1

400 Just and Equitable Principles of Trade ............................................. FINRA Rule 2010 Standards of Commercial Honor and Just and Equitable Principles of Trade; FINRA Rule 0140(a) Applicability. 

408(a)(1) Prevention of the Misuse of Material, Nonpublic Information .. Section 15(f) of the Securities Exchange Act of 1934. 

409 Disciplinary Action # .......................................................................... FINRA Rule 4530(a)(1)(A) and (2) Reporting Requirements. 

420 Anti-Money Laundering Compliance Program # ............................... FINRA Rule 3310 Anti-Money Laundering Compliance Program. 

603 Termination of Registered Persons .................................................. FINRA By-Laws, Article V, Section 3. 

604 Continuing Education for Registered Persons 2 # ............................ FINRA Rule 1250 Continuing Education Requirements. 

614 Statements of Financial Condition to Customers ............................. Rule 17a–5 of the Securities Exchange Act of 1934. 

622 Transfer of Accounts ......................................................................... FINRA rule 11870 Customer Account Transfer Contracts. 

626 Telephone Solicitation ....................................................................... FINRA Rule 3230 Telemarketing.

1400(a) Maintenance, Retention, and Furnishing of Books, Records 

and Other Information 3.

FINRA Rule 4511(a) Books and Records—Requirements. 

# INRA shall not have Regulatory Responsibilities regarding notification or reporting to ISE Mercury. In addition, FINRA shall only have Regulatory Responsibilities to the extent the exercise of discretion by ISE Mercury is the same as FINRA. 1 ISE Mercury will be responsible for any significant differences between its rules and the comparable FINRA rule identified, until such time 

amendments to such rule(s) become operative. 2FINRA shall not have Regulatory Responsibilities with regard to the application of the rule to the Series 56 registration. 

3FINRA shall not have Regulatory Responsibilities regarding the requirement to ‘‘keep current and preserve such books and records as the 

Exchange may prescribe;’’ responsibility for such requirement remains with ISE Mercury. 

III. Date of Effectiveness of the 

Proposed Plan and Timing for 

Commission Action 

Pursuant to Section 17(d)(1) of the 

Act 14 and Rule 17d–2 thereunder,15

after March 7, 2016, the Commission 

may, by written notice, declare the plan 

submitted by ISE Mercury and FINRA, 

File No. 4–697, to be effective if the 

Commission finds that the plan is 

necessary or appropriate in the public 

interest and for the protection of 

investors, to foster cooperation and 

coordination among self-regulatory 

organizations, or to remove 

impediments to and foster the 

development of the national market 

system and a national system for the 

clearance and settlement of securities 

transactions and in conformity with the 

factors set forth in Section 17(d) of the 

Act. 

IV. Solicitation of Comments 

In order to assist the Commission in 

determining whether to approve the 

proposed 17d–2 Plan and to relieve ISE 

Mercury of the responsibilities which 

would be assigned to FINRA, interested 

persons are invited to submit written 

data, views, and arguments concerning 

the foregoing. Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number 4– 

697 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, Station Place, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number 4–697. This file number should 

be included on the subject line if email 

is used. To help the Commission 

process and review your comments 

more efficiently, please use only one 

method. The Commission will post all 

comments on the Commission’s Internet 

Web site (http://www.sec.gov/rules/

other.shtml). Copies of the submission, 

all subsequent amendments, all written 

statements with respect to the proposed 

plan that are filed with the Commission, 

and all written communications relating 

to the proposed plan between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, on official business 

days between the hours of 10:00 a.m. 

and 3:00 p.m. Copies of the plan also 

will be available for inspection and 

copying at the principal offices of ISE 

Mercury and FINRA. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number 4–697 and 

should be submitted on or before March 

7, 2016. 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 81, No. 33 / Friday, February 19, 2016 / Notices 8571 

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

2 17 CFR 240.19b–4. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–03300 Filed 2–18–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; 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: 

Schedule 14D–9F, SEC File No. 270–339, 

OMB Control No. 3235–0382. 

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’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Schedule 14D–9F (17 CFR 240.14d– 

103) under the Securities Exchange Act 

of 1934 (15 U.S.C. 78 et seq.) is used by 

any foreign private issuer incorporated 

or organized under the laws of Canada 

or by any director or officer of such 

issuer, where the issuer is the subject of 

a cash tender or exchange offer for a 

class of securities filed on Schedule 

14D–1F. The information required to be 

filed with the Commission is intended 

to permit verification of compliance 

with the securities law requirements 

and assures the public availability of 

such information. We estimate that 

Schedule 14D–9F takes approximately 2 

hours per response to prepare and is 

filed by approximately 6 respondents 

annually for a total reporting burden of 

12 hours (2 hours per response x 6 

responses). 

Written comments are invited on: (a) 

Whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

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. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: February 12, 2016. 

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–03403 Filed 2–18–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; 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: Rule 14f–1, SEC File No. 270–127, 

OMB Control No. 3235–0108. 

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’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Under Exchange Act Rule 14f–1 (17 

CFR 240.14f–1), if a person or persons 

have acquired securities of an issuer in 

a transaction subject to Sections 13(d) or 

14(d) of the Exchange Act, and changes 

a majority of the directors of the issuer 

otherwise than at a meeting of security 

holders, then the issuer must file with 

the Commission and transmit to security 

holders information related to the 

change in directors within 10 days prior 

to the date the new majority takes office 

as directors. The information filed 

under Rule 14f–1 must be filed with the 

Commission and is publicly available. 

We estimate that it takes approximately 

18 burden hours to provide the 

information required under Rule 14f–1 

and that the information is filed by 

approximately 64 respondents for a total 

annual reporting burden of 1,152 hours 

(18 hours per response x 64 responses). 

Written comments are invited on: (a) 

Whether this proposed collection of 

information is necessary for the 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

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. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: February 12, 2016. 

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–03400 Filed 2–18–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77125; File No. SR–Phlx– 

2016–14] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Rule 

1066 

February 12, 2016. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

4, 2016, NASDAQ OMX PHLX LLC 

(‘‘Phlx’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 


asabaliauskas on DSK5VPTVN1PROD with NOTICES