Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Among NYSE MKT LLC, BATS Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, the Chicago Board Options Exchange, Incorporated, the International Securities Exchange LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., The NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc., the NASDAQ OMX PHLX, Inc., Miami International Securities Exchange, LLC, and Topaz Exchange, LLC (the “parties”) Concerning Options-Related Sales Practice Matters, 46644-46652 [2013-18477]

Download as PDF 46644 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices reasons, the Exchange believes that the proposal is consistent with the Act. B. Self-Regulatory Organization’s Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,8 the Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Rather, the proposed rule change will provide better notice about how to qualify for an available fee cap. The Exchange notes that it operates in a highly competitive market in which market participants can readily favor competing venues if they deem fee levels at a particular venue to be excessive or credits available at other venues to be more favorable. In such an environment, the Exchange must set its fees and credits so that it remains competitive with other exchanges and with alternative trading systems that have been exempted from compliance with the statutory standards applicable to exchanges. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their trading practices, the Exchange believes that the degree to which fee or credit changes in this market may impose any burden on competition is extremely limited. As a result of all of these considerations, the Exchange does not believe that the proposed change will impair the ability of its market participants or competing order execution venues to maintain their competitive standing in the financial markets. mstockstill on DSK4VPTVN1PROD with NOTICES C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) 9 of the Act and subparagraph (f)(2) of Rule 19b–4 10 thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. At any time within 60 days of the filing of such proposed rule change, the Commission summarily may 8 15 U.S.C. 78f(b)(8). 9 15 U.S.C. 78s(b)(3)(A). 10 17 CFR 240.19b–4(f)(2). VerDate Mar<15>2010 17:02 Jul 31, 2013 temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) 11 of the Act to determine whether the proposed rule change 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–NYSEArca–2013–73 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2013–73. 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 (https://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 20549–1090, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments 11 15 Jkt 229001 PO 00000 U.S.C. 78s(b)(2)(B). Frm 00080 Fmt 4703 Sfmt 4703 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– NYSEArca–2013–73, and should be submitted on or before August 22, 2013. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–18471 Filed 7–31–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–70051; File No. S7–966] Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d– 2; Notice of Filing and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Among NYSE MKT LLC, BATS Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, the Chicago Board Options Exchange, Incorporated, the International Securities Exchange LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., The NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc., the NASDAQ OMX PHLX, Inc., Miami International Securities Exchange, LLC, and Topaz Exchange, LLC (the ‘‘parties’’) Concerning Options-Related Sales Practice Matters July 26, 2013. 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 21, 2013, pursuant to Rule 17d–2 of the Act,2 by Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) and Topaz Exchange, LLC (‘‘Topaz’’) (the ‘‘Participating Organizations’’). I. Introduction Section 19(g)(1) of the Act,3 among other things, requires every selfregulatory organization (‘‘SRO’’) 12 17 CFR 200.30–3(a)(12). U.S.C. 78q(d). 2 17 CFR 240.17d–2. 3 15 U.S.C. 78s(g)(1). 1 15 E:\FR\FM\01AUN1.SGM 01AUN1 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices 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 mstockstill on DSK4VPTVN1PROD with NOTICES 4 15 U.S.C. 78q(d). U.S.C. 78s(g)(2). 6 15 U.S.C. 78q(d)(1). 7 See Securities Act Amendments of 1975, Report of the Senate Committee on Banking, Housing, and Urban Affairs to Accompany S. 249, S. Rep. No. 94– 75, 94th Cong., 1st Session 32 (1975). 8 17 CFR 240.17d–1 and 17 CFR 240.17d–2, respectively. 9 See Securities Exchange Act Release No. 12352 (April 20, 1976), 41 FR 18808 (May 7, 1976). 5 15 VerDate Mar<15>2010 17:02 Jul 31, 2013 Jkt 229001 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 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. The Plan On September 8, 1983, the Commission approved the SRO participants’ plan for allocating regulatory responsibilities pursuant to Rule 17d–2.11 On May 23, 2000, the Commission approved an amendment to the plan that added the ISE as a participant.12 On November 8, 2002, the Commission approved another amendment that replaced the original plan in its entirety and, among other things, allocated regulatory responsibilities among all the participants in a more equitable manner.13 On February 5, 2004, the parties submitted an amendment to the plan, primarily to include the BSE, which was establishing a new options trading facility to be known as the Boston Options Exchange (‘‘BOX’’), as an SRO participant.14 On December 5, 2007, the parties submitted an amendment to the plan to, among other things, provide that the National Association of Securities Dealers (‘‘NASD’’) (n/k/a the Financial Industry Regulatory Authority, Inc. or ‘‘FINRA’’) and NYSE are Designated Options 10 See Securities Exchange Act Release No. 12935 (October 28, 1976), 41 FR 49091 (November 8, 1976). 11 See Securities Exchange Act Release No. 20158 (September 8, 1983), 48 FR 41256 (September 14, 1983). 12 See Securities Exchange Act Release No. 42816 (May 23, 2000), 65 FR 34759 (May 31, 2000). 13 See Securities Exchange Act Release No. 46800 (November 8, 2002), 67 FR 69774 (November 19, 2002). 14 See Securities Exchange Act Release No. 49197 (February 5, 2004), 69 FR 7046 (February 12, 2004). PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 46645 Examining Authorities under the plan.15 On June 5, 2008, the parties submitted an amendment to the plan primarily to remove the NYSE as a Designated Options Examining Authority, leaving FINRA as the sole Designated Options Examining Authority for all common members that are members of FINRA.16 On February 9, 2010, the parties submitted a proposed amendment to the plan to add BATS and C2 as SRO participants and to reflect the name changes of the American Stock Exchange LLC to the NYSE Amex LLC, the Boston Stock Exchange, Inc., to the NASDAQ OMX BX, Inc. and the Philadelphia Stock Exchange, Inc. to the NASDAQ OMX PHLX, Inc.17 On May 22, 2012, the parties submitted a proposed amendment to add BOX as an SRO participant, and to amend Section XIII of the plan to set forth a revised procedure for adding new participants to the plan.18 On November 20, 2012, the parties submitted a proposed amendment to add MIAX as an SRO participant, and to change the name of NYSE Amex LLC to NYSE MKT LLC.19 The plan reduces regulatory duplication for a large number of firms currently members of two or more of the SRO participants by allocating regulatory responsibility for certain options-related sales practice matters to one of the SRO participants. Generally, under the plan, the SRO participant responsible for conducting optionsrelated sales practice examinations of a firm, and investigating options-related customer complaints and terminations for cause of associated persons of that firm, is known as the firm’s ‘‘Designated Options Examining Authority’’ (‘‘DOEA’’). Pursuant to the plan, any other SRO of which the firm is a member is relieved of these responsibilities during the period in which the firm is assigned to another SRO acting as that firm’s DOEA. III. Proposed Amendment to the Plan On June 21, 2013, FINRA and Topaz submitted a proposed amendment to the Plan. The purpose of the amendment is to add Topaz as a Participant to the Plan. The text of the proposed amended 15 See Securities Exchange Act Release No. 55532 (March 26, 2007), 72 FR 15729 (April 2, 2007). 16 See Securities Exchange Act Release No. 57987 (June 18, 2008), 73 FR 36156 (June 25, 2008). 17 See Securities Exchange Act Release No. 61589 (February 25, 2012), 75 FR 9976 (March 4, 2010). 18 See Securities Exchange Act Release No. 66974 (May 11, 2012), 77 FR 29705 (May 18, 2012). 19 See Securities Exchange Act Release No. 68363 (December 5, 2012), 77 FR 73711 (December 11, 2012). E:\FR\FM\01AUN1.SGM 01AUN1 mstockstill on DSK4VPTVN1PROD with NOTICES 46646 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices 17d–2 plan is as follows (additions are italicized; deletions are [bracketed]): * * * * * Agreement by and 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, and Topaz Exchange, LLC Pursuant to Rule 17d–2 under the Securities Exchange Act of 1934. This agreement (‘‘Agreement’’), by and 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. (‘‘FINRA’’), Miami International Securities Exchange, LLC, The NASDAQ Stock Market LLC (‘‘NASDAQ’’), NASDAQ OMX BX, Inc., the New York Stock Exchange LLC (‘‘NYSE’’), the NYSE MKT LLC, the NYSE Arca, Inc., [and] the NASDAQ OMX PHLX LLC, and Topaz Exchange, LLC, hereinafter collectively referred to as the Participants, is made this [19th] 21st day of [November, 2012] June, 2013, pursuant to the provisions of Rule 17d–2 under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), which allows for plans among selfregulatory organizations to allocate regulatory responsibility. This Agreement shall be administered by a committee known as the Options SelfRegulatory Council (the ‘‘Council’’). This Agreement amends and restates the agreement entered into among the Participants on [April 25] November 19, 2012, entitled ‘‘Agreement by and 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, NYSE [Amex] MKT LLC, the NYSE Arca, Inc., the NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc. and the NASDAQ OMX PHLX, Inc., Pursuant to Rule 17d–2 under the Securities Exchange Act of 1934.’’ Whereas, the Participants are desirous of allocating regulatory responsibilities with respect to broker-dealers, and VerDate Mar<15>2010 17:02 Jul 31, 2013 Jkt 229001 persons associated therewith, that are members 1 of more than one Participant (the ‘‘Common Members’’) and conduct a public business for compliance with Common Rules (as hereinafter defined) relating to the conduct by broker-dealers of accounts for listed options, index warrants, currency index warrants and currency warrants (collectively, ‘‘Covered Securities’’); and Whereas, the Participants are desirous of executing a plan for this purpose pursuant to the provisions of Rule 17d– 2 and filing such plan with the Securities and Exchange Commission (‘‘SEC’’ or the ‘‘Commission’’) for its approval; Now, Therefore, in consideration of the mutual covenants contained hereafter, the Participants agree as follows: I. As used herein the term Designated Options Examining Authority (‘‘DOEA’’) shall mean: (1) FINRA insofar as it shall perform Regulatory Responsibility (as hereinafter defined) for its broker-dealer members that also are members of another Participant or (2) the Designated Examination Authority (‘‘DEA’’) pursuant to SEC Rule 17d–1 under the Securities Exchange Act (‘‘Rule 17d–1’’) for a broker-dealer that is a member of a more than one Participant (but not a member of FINRA). II. As used herein, the term ‘‘Regulatory Responsibility’’ shall mean the examination and enforcement responsibilities relating to compliance by Common Members with the rules of the applicable Participant that are substantially similar to the rules of the other Participants (the ‘‘Common Rules’’), insofar as they apply to the conduct of accounts for Covered Securities. A list of the current Common Rules of each Participant applicable to the conduct of accounts for Covered Securities is attached hereto as Exhibit A. Each year within 30 days of the anniversary date of the commencement of operation of this Agreement, each Participant shall submit in writing to FINRA and each DEA performing as a DOEA for any members of such Participant any revisions to Exhibit A reflecting changes in the rules of the Participant, and confirm that all other rules of the Participant listed in Exhibit A continue to meet the definition of Common Rules as defined in this Agreement. Within 30 days from the date that FINRA and each DEA performing as a DOEA has received revisions and/or confirmation that no 1 In the case of BOX Options Exchange, LLC (‘‘BOX’’), NASDAQ OMX BX, Inc. (‘‘BX’’) and NASDAQ members are those persons who are options participants (as defined in the BOX, BX and NASDAQ Options Market Rules). PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 change has been made to Exhibit A from all Participants, FINRA and each DEA performing as a DOEA shall confirm in writing to each Participant whether the rules listed in any updated Exhibit A are Common Rules as defined in this Agreement. Notwithstanding anything herein to the contrary, it is explicitly understood that the term ‘‘Regulatory Responsibility’’ does not include, and each of the Participants shall (unless allocated pursuant to Rule 17d–2 otherwise than under this Agreement) retain full responsibility for, each of the following: (a) Surveillance and enforcement with respect to trading activities or practices involving its own marketplace, including without limitation its rules relating to the rights and obligations of specialists and other market makers; (b) Registration pursuant to its applicable rules of associated persons; (c) Discharge of its duties and obligations as a DEA; and (d) Evaluation of advertising, responsibility for which shall remain with the Participant to which a Common Member submits same for approval. III. Apparent violations of another Participant’s rules discovered by a DOEA, but which rules are not within the scope of the discovering DOEA’s Regulatory Responsibility, shall be referred to the relevant Participant for such action as the Participant to which such matter has been referred deems appropriate. Notwithstanding the foregoing, nothing contained herein shall preclude a DOEA in its discretion from requesting that another Participant conduct an enforcement proceeding on a matter for which the requesting DOEA has Regulatory Responsibility. If such other Participants agree, the Regulatory Responsibility in such case shall be deemed transferred to the accepting Participant and confirmed in writing by the Participants involved. Each Participant agrees, upon request, to make available promptly all relevant files, records and/or witnesses necessary to assist another Participant in an investigation or enforcement proceeding. IV. The Council shall be composed of one representative designated by each of the Participants. Each Participant shall also designate one or more persons as its alternate representative(s). In the absence of the representative of a Participant, such alternate representative shall have the same powers, duties and responsibilities as the representative. Each Participant may, at any time, by notice to the then Chair of the Council, replace its representative and/or its alternate E:\FR\FM\01AUN1.SGM 01AUN1 mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices representative on such Council. A majority of the Council shall constitute a quorum and, unless specifically otherwise required, the affirmative vote of a majority of the Council members present (in person, by telephone or by written consent) shall be necessary to constitute action by the Council. The representative from FINRA shall serve as Chair of the Council. All notices and other communications for the Council shall be sent to it in care of the Chair or to each of the representatives. V. The Council shall determine the times and locations of Council meetings, provided that the Chair, acting alone, may also call a meeting of the Council in the event the Chair determines that there is good cause to do so. To the extent reasonably possible, notice of any meeting shall be given at least tenbusiness days prior thereto. Notwithstanding anything herein to the contrary, representatives shall always be given the option of participating in any meeting telephonically at their own expense rather than in person. VI. FINRA shall have Regulatory Responsibility for all Common Members that are members of FINRA. For the purpose of fulfilling the Participants’ Regulatory Responsibilities for Common Members that are not members of FINRA, the Participant that is the DEA shall serve as the DOEA. All Participants shall promptly notify the DOEAs no later than the next scheduled meeting of any change in membership of Common Members. A DOEA may request that a Common Member that is allocated to it be reallocated to another DOEA by giving thirty days written notice thereof. The DOEAs in their discretion may approve such request and reallocate such Common Member to another DOEA. VII. Each DOEA shall conduct an examination of each Common Member. The Participants agree that, upon request, relevant information in their respective files relative to a Common Member will be made available to the applicable DOEA. At each meeting of the Council, each DOEA shall be prepared to report on the status of its examination program for the previous quarter and any period prior thereto that has not previously been reported to the Council. VIII. Each DOEA will promptly furnish a copy of the Examination report, relating to Covered Securities, of any examination made pursuant to the provisions of this Agreement to each other Participant of which the Common Member examined is a member. IX. Each DOEA’s Regulatory Responsibility shall for each Common Member allocated to it include VerDate Mar<15>2010 17:02 Jul 31, 2013 Jkt 229001 investigations into terminations ‘‘for cause’’ of associated persons relating to Covered Securities, unless such termination is related solely to another Participant’s market. In the latter instance, that Participant to whose market the termination for cause relates shall discharge Regulatory Responsibility with respect to such termination for cause. In connection with a DOEA’s examination, investigation and/or enforcement proceeding regarding a Covered Security-related termination for cause, the other Participants of which the Common Member is a member shall furnish, upon request, copies of all pertinent materials related thereto in their possession. As used in this Section, ‘‘for cause’’ shall include, without limitation, terminations characterized on Form U5 under the label ‘‘Permitted to Resign,’’ ‘‘Discharge’’ or ‘‘Other.’’ X. Each DOEA shall discharge the Regulatory Responsibility for each Common Member allocated to it relative to a Covered Securities-related customer complaint 2 unless such complaint is uniquely related to another Participant’s market. In the latter instance, the DOEA shall forward the matter to that Participant to whose market the matter relates, and the latter shall discharge Regulatory Responsibility with respect thereto. If a Participant receives a customer complaint for a Common Member related to a Covered Security for which the Participant is not the DOEA, the Participant shall promptly forward a copy of such complaint to the DOEA. XI. Any written notice required or permitted to be given under this Agreement shall be deemed given if sent by certified mail, return receipt requested, or by a comparable means of electronic communication to each Participant entitled to receipt thereof, to the attention of the Participant’s representative on the Council at the Participant’s then principal office or by email at such address as the representative shall have filed in writing with the Chair. XII. The Participants shall notify the Common Members of this Agreement by means of a uniform joint notice approved by the Council. XIII. This Agreement may be amended to add a new Participant provided that such Participant does not assume Regulatory Responsibility, solely by an amendment by FINRA and such new Participant. All other Participants 2 For purposes of complaints, they can be reported pursuant to Form U4, Form U5 or RE–3 and any amendments thereto. PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 46647 expressly consent to allow FINRA to add new Participants to this Agreement as provided above. FINRA will promptly notify all Participants of any such amendments to add new Participants. All other amendments to this Agreement must be approved in writing by each Participant. All amendments, including adding a new Participant, must be filed with and approved by the SEC before they become effective. XIV. Any of the Participants may manifest its intention to cancel its participation in this Agreement at any time by giving the Council written notice thereof at least 90 days prior to the effective date of such cancellation. Upon receipt of such notice the Council shall allocate, in accordance with the provisions of this Agreement, any Common Members for which the petitioning party was the DOEA. Until such time as the Council has completed the reallocation described above; the petitioning Participant shall retain all its rights, privileges, duties and obligations hereunder. XV. The cancellation of its participation in this Agreement by any Participant shall not terminate this Agreement as to the remaining Participants. This Agreement will only terminate following notice to the Commission, in writing, by the then Participants that they intend to terminate the Agreement and the expiration of the applicable notice period. Such notice shall be given at least six months prior to the intended date of termination, provided that in the event a notice of cancellation is received from a Participant that, assuming the effectiveness thereof, would result in there being just one remaining member of the Council, notice to the Commission of termination of this Agreement shall be given promptly upon the receipt of such notice of cancellation, which termination shall be effective upon the effectiveness of the cancellation that triggered the notice of termination to the Commission. XVI. No Participant nor the Council nor any of their respective directors, governors, officers, employees or representatives shall be liable to any other Participant in 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 Responsibility 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 more of the Participants and caused by the willful misconduct of one or more of the E:\FR\FM\01AUN1.SGM 01AUN1 46648 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices other participants or their respective directors, governors, officers, employees or representatives. No warranties, express or implied, are made by any or all of the Participants or the Council with respect to any Regulatory Responsibility to be performed by each of them hereunder. XVII. Pursuant to Section 17(d)(1)(A) of the Securities Exchange Act of 1934 and Rule 17d–2 promulgated pursuant thereto, the Participants join in requesting the Securities and Exchange Commission, upon its approval of this Agreement or any part thereof, to relieve those Participants which are from time to time participants in this Agreement which are not the DOEA as to a Common Member of any and all Regulatory Responsibility with respect to the matters allocated to the DOEA. * * * * * Exhibit A Rules Enforced Under 17d–2 Agreement Pursuant to Section II of the Agreement by and among BATS Exchange, Inc. (‘‘BATS’’), BOX Options Exchange, LLC (‘‘BOX’’), the Chicago Board Options Exchange, Incorporated (‘‘CBOE’’), C2 Options Exchange, Incorporated (‘‘C2’’), the International Securities Exchange, LLC (‘‘ISE’’), Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), Miami International Securities Exchange, LLC (‘‘MIAX’’), The NASDAQ Stock Market LLC (‘‘NASDAQ’’), NASDAQ OMX BX, Inc. (‘‘BX’’), the New York Stock Exchange LLC (‘‘NYSE’’), the NYSE MKT LLC (‘‘NYSE MKT’’), the NYSE Arca, Inc. (‘‘NYSE ARCA’’), [and] the NASDAQ OMX PHLX LLC (‘‘PHLX’’), and Topaz Exchange, LLC (‘‘Topaz’’) pursuant to Rule 17d–2 under the Securities Exchange Act of 1934 dated June 21, 2013 (the ‘‘Agreement’’), a revised list of the current Common Rules of each Participant, as compared to those of FINRA, applicable to the conduct of accounts for Covered Securities is set forth in this Exhibit A. OPENING OF ACCOUNTS NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2* ..................... ISE ..................... FINRA ................ MIAX .................. NYSE ................. Topaz ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 411, 921 and 1101. Rule 26.2. Rule 4020.1 Rule 9.7. CBOE Rule 9.7. Rule 608. Rules 2360(b)(16) and 2352. Rule 1307. Rule 721.2 Rule 608. Rule 1024(b) and (c).3 Options Rules 9.2(a) and 9.18(b) and Equities Rules 9.18(b) and 8.4. Chapter XI, Section 9. Chapter XI, Section 7. SUPERVISION NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 411, 922 and 1104. Rule 26.3. Rule 4030. Rule 9.8. CBOE Rule 9.8. Rule 609. Rules 2360(b)(20), 2360(b)(17)(B), 2360(b)(16)(E), 2355 and 2358. Rule 1308. Rule 609. N/A. Rule 1025. Options Rules 9.2(b) and 9.18(d)(2)(G) and Equities Rules 9.18(d)(2)(G) and 8.7. Chapter XI, Section 10. Chapter XI, Section 8. mstockstill on DSK4VPTVN1PROD with NOTICES SUITABILITY NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 923 and 1102. Rule 26.4. Rule 4040. Rule 9.9. CBOE Rule 9.9. Rule 610. Rules 2360(b)(19) and 2353. Rule 1309. Rule 610. Rule 723. Rule 1026. Options Rule 9.18(c) and Equities Rules 9.18(c) and 8.5. Chapter XI, Section 11. Chapter XI, Section 9. DISCRETIONARY ACCOUNTS NYSE MKT ........ BATS ................. BOX ................... VerDate Mar<15>2010 Rules 421, 924 and 1103. Rule 26.5.4 Rule 4050.4 17:02 Jul 31, 2013 Jkt 229001 PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 E:\FR\FM\01AUN1.SGM 01AUN1 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rule 9.10. CBOE Rule 9.10. Rule 611. Rules 2360(b)(18) and 2354. Rule 1310. Rule 611. N/A. Rule 1027. Options Rule 9.18(e) and Equities Rules 9.18(e) and 8.6. Chapter XI, Section 12. Chapter XI, Section 10. CUSTOMER COMMUNICATIONS (ADVERTISING) NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 991 and 1106. Rule 26.16. Rule 4170. Rule 9.21.5 CBOE Rule 9.21.5 Rule 623.6 Rules 2220 and 2357. Rule 1322. Rule 623.6 N/A. N/A. Options Rules 9.21(a) and 9.21(b). Chapter XI, Section 24. Chapter XI, Section 22. CUSTOMER COMPLAINTS NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 932 and 1105. Rule 26.17. Rule 4190. Rule 9.23. CBOE Rule 9.23. Rule 625. FINRA Rules 2360(b)(17)(A) and 2356. Rule 1324. Rule 625. Rules 732. Rule 1070. Options Rule 9.18(I) and Equities Rules 9.18(l) and 8.8. Chapter XI, Section 26. Chapter XI, Section 24. CUSTOMER STATEMENTS NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 419 and 930. Rule 26.7. Rule 4070. Rule 9.12. CBOE Rule 9.12. Rules 613. Rule 2360(b)(15). Rule 1312. Rule 613. Rule 730. Rule 1032. Options Rule 9.18(j) and Equities Rule 9.18(j). Chapter XI, Sections 14. Chapter XI, Section 12. mstockstill on DSK4VPTVN1PROD with NOTICES CONFIRMATIONS NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... VerDate Mar<15>2010 Rule 925. Rule 26.6. Rule 4060.7 Rule 9.11. CBOE Rule 9.11. Rule 612. Rule 2360(b)(12). Rule 1311. Rule 612. Rules 725.8 Rule 1028. Options Rule 9.18(f) and Equities Rule 9.18(j). 17:02 Jul 31, 2013 Jkt 229001 PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 E:\FR\FM\01AUN1.SGM 01AUN1 46649 46650 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices BX ...................... NASDAQ ........... Chapter XI, Section 13. Chapter XI, Section 11. ALLOCATION OF EXERCISE ASSIGNMENT NOTICES NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rule 981. Rule 23.2. Rule 9010. Rule 11.2. CBOE Rule 11.2. Rule 1101. Rule 2360(b)(23)(C). Rule 701. Rule 1101. Rule 781. Rule 1043. Options Rule 6.25(a). Chapter VII, Section 2. Chapter VIII, Section 2. DISCLOSURE DOCUMENTS NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rules 921 and 926. Rule 26.10. Rule 4100. Rule 9.15. CBOE Rule 9.15. Rule 616. Rule 2360(b)(11). Rule 1315. Rule 616. Rule 726(a) and (c). Rules 1024(b)(v), 1029. Options Rule 9.18(g) and Equities Rule 9.18(g). Chapter XI, Section 17. Chapter XI, Section 15. BRANCH OFFICES OF MEMBER ORGANIZATIONS NYSE MKT ........ BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... 922(d).9 Rule Rule 4010(b). Rule 9.6. CBOE Rule 9.6. Rule 607. Rules 2360(b)(20)(B) and 2355. Rule 1306. Rule 607. N/A. N/A. Options Rule 9.18(m) and Equities Rule 9.18(m). Chapter XI, Section 8. Chapter XI, Section 6. mstockstill on DSK4VPTVN1PROD with NOTICES PROHIBITION AGAINST GUARANTEES NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rule 390. Rule 26.13. Rule 4130. Rule 9.18. CBOE Rule 9.18. Rule 619. Rule 2150(b). Rule 1318. Rule 619. Rule 2150(b). Rule 777. Options Rule 9.1(e). Chapter XI, Sections 20 and 21. Chapter XI, Sections 18 and 19. SHARING IN ACCOUNTS NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... VerDate Mar<15>2010 Rule 390. Rule 26.14. Rule 4140. Rule 9.18(b). CBOE Rule 9.18(b). 17:02 Jul 31, 2013 Jkt 229001 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 E:\FR\FM\01AUN1.SGM 01AUN1 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... 46651 Rule 620.10 Rule 2150(c). Rule 1319. Rule 620.10 Rules 2150(c). N/A. Options Rule 9.1(f). Chapter XI, Section 21. Chapter XI, Section 19.11 REGISTRATION OF ROP NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rule 920. Rule 17.2(g)(1), (2), (6) and (7). Rule 2020(c)(1), (e)(1) and IM–2040–4 and IM–2040–5(b). Rule 9.2. CBOE Rule 9.2. Rule 601. NASD Rules 1022(f) & IM–1022–1. Rule 1301. Rule 601. N/A. Rule 1024(a)(i). Options Rule 9.26 and Equities Rule 9.26. Chapter XI, Section 2. Chapter XI, Section 2. CERTIFICATION OF REGISTERED PERSONNEL NYSE MKT ........ BATS ................. BOX ................... CBOE ................ C2 ...................... ISE ..................... FINRA ................ MIAX .................. Topaz ................. NYSE ................. PHLX ................. NYSE ARCA ...... BX ...................... NASDAQ ........... Rule 920. Rule 2.5 Interpretation .01(c) and 11.4(e). IM–2040–3. Rule 9.3. CBOE Rule 9.3. Rule 602. NASD Rule 1032(d). Rule 1302. Rule 602. N/A. Rule 1024. Options Rule 9.27(a). Chapter XI, Section 3. Chapter XI, Section 3. mstockstill on DSK4VPTVN1PROD with NOTICES 1 FINRA shall not have any Regulatory Responsibility regarding the requirement for designation of Senior Options Principal and Compliance Options Principal. 2 FINRA shall not have any Regulatory Responsibility regarding opening short uncovered option accounts requirements. 3 FINRA shall not have any Regulatory Responsibility regarding foreign currency option requirements specified in any of the PHLX rules in this Exhibit A. 4 FINRA shall not have any Regulatory Responsibility to enforce this rule as to time and price discretion in institutional accounts. In addition FINRA shall not have any Regulatory Responsibility regarding BOX Rule 4050(a)(2). 5 FINRA shall not have any Regulatory Responsibility regarding CBOE’s and C2’s requirements to the extent that a customer would meet FINRA’s definition of Institutional Investor and Institutional Sales Material but would not meet the requirements for such definitions in under CBOE’s and C2’s rule. 6 FINRA shall not have any Regulatory Responsibility regarding ISE’s and Topaz’s requirements to the extent that a customer would meet FINRA’s definition of Institutional Investor and Institutional Sales Material but would not meet the requirements for such definitions in under such rule. In addition, FINRA shall not have any Regulatory Responsibility regarding ISE’s and Topaz’s requirements regarding approval of all market letters. 7 FINRA shall not have any Regulatory Responsibility regarding the requirement in confirmations to distinguish between BOX option transactions and other transactions in option contracts. 8 FINRA shall not have any Regulatory Responsibility regarding the requirement in confirmations to distinguish between NYSE option transactions and other transactions in option contracts. 9 FINRA shall only have Regulatory Responsibility for the first paragraph and shall not have any Regulatory Responsibility regarding the requirements for debt options. 10 FINRA shall not have any Regulatory Responsibility regarding ISE’s and Topaz’s requirements to the extent its rule does not contain an exception to permit sharing in the profits and losses of an account. 11 FINRA shall not have any Regulatory Responsibility regarding NASDAQ’s requirements to the extent such rules do not contain an exception addressing immediate family. * * * * Electronic Comments * 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: VerDate Mar<15>2010 17:02 Jul 31, 2013 Jkt 229001 Paper Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number S7–966 on the subject line. • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 E:\FR\FM\01AUN1.SGM 01AUN1 46652 Federal Register / Vol. 78, No. 148 / Thursday, August 1, 2013 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES All submissions should refer to File Number S7–966. 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 (https://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 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 plan also will be available for inspection and copying at the principal offices of FINRA and Topaz. 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 S7–966 and should be submitted on or before August 22, 2013. V. Discussion The Commission continues to believe that the proposed plan is an achievement in cooperation among the SRO participants. The Plan, as amended, will reduce unnecessary regulatory duplication by allocating to the designated SRO the responsibility for certain options-related sales practice matters that would otherwise be performed by multiple SROs. The plan promotes efficiency by reducing costs to firms that are members of more than one of the SRO participants. In addition, because the SRO participants coordinate their regulatory functions in accordance with the plan, the plan promotes, and will continue to promote, investor protection. 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 add Topaz as an SRO participant. By declaring it effective today, the amended Plan can become effective and VerDate Mar<15>2010 17:02 Jul 31, 2013 Jkt 229001 be implemented without undue delay.20 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.21 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 submitted to the Commission that is contained in File No. S7–966. It is therefore ordered, pursuant to Section 17(d) of the Act, that the Plan, as amended by and between FINRA and Topaz, filed with the Commission pursuant to Rule 17d–2 on June 21, 2013 is hereby approved and declared effective. It is further ordered that those SRO participants that are not the DOEA as to a particular common member are relieved of those regulatory responsibilities allocated to the common member’s DOEA under the amended Plan to the extent of such allocation. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.22 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–18477 Filed 7–31–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–70048; File No. SR–FINRA– 2013–031] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change Relating to Participation on the Alternative Display Facility July 26, 2013. 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 18, 2013, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission 20 On July 26, 2013, the Commission granted Topaz’s application for registration as a national securities exchange. See Securities Exchange Act Release No. 70050 (July 26, 2013) (File No. 10–209). 21 See supra note 19 (citing to Securities Exchange Act Release No. 68363). 22 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. PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 (the ‘‘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 FINRA is proposing to amend FINRA Rules 6271 and 6272 regarding the requirements for members seeking registration as FINRA Alternative Display Facility (‘‘ADF’’) Market Participants. The text of the proposed rule change is available on FINRA’s Web site at https://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose (1) ADF Background The ADF is a quotation collection and trade reporting facility. It provides ADF Market Participants (i.e., ADF-registered market makers or electronic communications networks (‘‘ECNs’’)) 4 the ability to post quotations or display orders in NMS stocks and provides all member firms that participate in the ADF the ability to view quotations and report transactions in NMS stocks to the Securities Information Processors (‘‘SIPs’’) for consolidation and dissemination of data to vendors and ADF Market Participants. In addition, the ADF delivers real-time data to FINRA for regulatory purposes, including enforcement of requirements imposed by Regulation NMS.5 The ADF was initially approved by the Commission on July 24, 2002, in 4 See 5 See E:\FR\FM\01AUN1.SGM FINRA Rule 6220(a)(3). 17 CFR 242.600. 01AUN1

Agencies

[Federal Register Volume 78, Number 148 (Thursday, August 1, 2013)]
[Notices]
[Pages 46644-46652]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-18477]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70051; File No. S7-966]


Program for Allocation of Regulatory Responsibilities Pursuant to 
Rule 17d-2; Notice of Filing and Order Approving and Declaring 
Effective an Amendment to the Plan for the Allocation of Regulatory 
Responsibilities Among NYSE MKT LLC, BATS Exchange, Inc., BOX Options 
Exchange LLC, C2 Options Exchange, Incorporated, the Chicago Board 
Options Exchange, Incorporated, the International Securities Exchange 
LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., 
The NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc., the NASDAQ OMX PHLX, 
Inc., Miami International Securities Exchange, LLC, and Topaz Exchange, 
LLC (the ``parties'') Concerning Options-Related Sales Practice Matters

July 26, 2013.
    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 21, 2013, pursuant to Rule 17d-
2 of the Act,\2\ by Financial Industry Regulatory Authority, Inc. 
(``FINRA'') and Topaz Exchange, LLC (``Topaz'') (the ``Participating 
Organizations'').
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    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
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I. Introduction

    Section 19(g)(1) of the Act,\3\ among other things, requires every 
self-regulatory organization (``SRO'')

[[Page 46645]]

registered as either a national securities exchange or national 
securities association to examine for, and enforce compliance by, its 
members and persons associated with its members with the Act, the rules 
and regulations thereunder, and the SRO's own rules, unless the SRO is 
relieved of this responsibility pursuant to Section 17(d) \4\ or 
Section 19(g)(2) \5\ of the Act. Without this relief, the statutory 
obligation of each individual SRO could result in a pattern of multiple 
examinations of broker-dealers that maintain memberships in more than 
one SRO (``common members''). Such regulatory duplication would add 
unnecessary expenses for common members and their SROs.
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    \3\ 15 U.S.C. 78s(g)(1).
    \4\ 15 U.S.C. 78q(d).
    \5\ 15 U.S.C. 78s(g)(2).
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    Section 17(d)(1) of the Act \6\ was intended, in part, to eliminate 
unnecessary multiple examinations and regulatory duplication.\7\ With 
respect to a common member, Section 17(d)(1) authorizes the Commission, 
by rule or order, to relieve an SRO of the responsibility to receive 
regulatory reports, to examine for and enforce compliance with 
applicable statutes, rules, and regulations, or to perform other 
specified regulatory functions.
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    \6\ 15 U.S.C. 78q(d)(1).
    \7\ See Securities Act Amendments of 1975, Report of the Senate 
Committee on Banking, Housing, and Urban Affairs to Accompany S. 
249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975).
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    To implement Section 17(d)(1), the Commission adopted two rules: 
Rule 17d-1 and Rule 17d-2 under the Act.\8\ Rule 17d-1 authorizes the 
Commission to name a single SRO as the designated examining authority 
(``DEA'') to examine common members for compliance with the financial 
responsibility requirements imposed by the Act, or by Commission or SRO 
rules.\9\ When an SRO has been named as a common member's DEA, all 
other SROs to which the common member belongs are relieved of the 
responsibility to examine the firm for compliance with the applicable 
financial responsibility rules. On its face, Rule 17d-1 deals only with 
an SRO's obligations to enforce member compliance with financial 
responsibility requirements. Rule 17d-1 does not relieve an SRO from 
its obligation to examine a common member for compliance with its own 
rules and provisions of the federal securities laws governing matters 
other than financial responsibility, including sales practices and 
trading activities and practices.
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    \8\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
    \9\ See Securities Exchange Act Release No. 12352 (April 20, 
1976), 41 FR 18808 (May 7, 1976).
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    To address regulatory duplication in these and other areas, the 
Commission adopted Rule 17d-2 under the Act.\10\ Rule 17d-2 permits 
SROs to propose joint plans for the allocation of regulatory 
responsibilities with respect to their common members. Under paragraph 
(c) of Rule 17d-2, the Commission may declare such a plan effective if, 
after providing for notice and comment, it determines that the plan is 
necessary or appropriate in the public interest and for the protection 
of investors, to foster cooperation and coordination among the SROs, to 
remove impediments to, and foster the development of, a national market 
system and a national clearance and settlement system, and is in 
conformity with the factors set forth in Section 17(d) of the Act. 
Commission approval of a plan filed pursuant to Rule 17d-2 relieves an 
SRO of those regulatory responsibilities allocated by the plan to 
another SRO.
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    \10\ See Securities Exchange Act Release No. 12935 (October 28, 
1976), 41 FR 49091 (November 8, 1976).
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II. The Plan

    On September 8, 1983, the Commission approved the SRO participants' 
plan for allocating regulatory responsibilities pursuant to Rule 17d-
2.\11\ On May 23, 2000, the Commission approved an amendment to the 
plan that added the ISE as a participant.\12\ On November 8, 2002, the 
Commission approved another amendment that replaced the original plan 
in its entirety and, among other things, allocated regulatory 
responsibilities among all the participants in a more equitable 
manner.\13\ On February 5, 2004, the parties submitted an amendment to 
the plan, primarily to include the BSE, which was establishing a new 
options trading facility to be known as the Boston Options Exchange 
(``BOX''), as an SRO participant.\14\ On December 5, 2007, the parties 
submitted an amendment to the plan to, among other things, provide that 
the National Association of Securities Dealers (``NASD'') (n/k/a the 
Financial Industry Regulatory Authority, Inc. or ``FINRA'') and NYSE 
are Designated Options Examining Authorities under the plan.\15\ On 
June 5, 2008, the parties submitted an amendment to the plan primarily 
to remove the NYSE as a Designated Options Examining Authority, leaving 
FINRA as the sole Designated Options Examining Authority for all common 
members that are members of FINRA.\16\ On February 9, 2010, the parties 
submitted a proposed amendment to the plan to add BATS and C2 as SRO 
participants and to reflect the name changes of the American Stock 
Exchange LLC to the NYSE Amex LLC, the Boston Stock Exchange, Inc., to 
the NASDAQ OMX BX, Inc. and the Philadelphia Stock Exchange, Inc. to 
the NASDAQ OMX PHLX, Inc.\17\ On May 22, 2012, the parties submitted a 
proposed amendment to add BOX as an SRO participant, and to amend 
Section XIII of the plan to set forth a revised procedure for adding 
new participants to the plan.\18\ On November 20, 2012, the parties 
submitted a proposed amendment to add MIAX as an SRO participant, and 
to change the name of NYSE Amex LLC to NYSE MKT LLC.\19\
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    \11\ See Securities Exchange Act Release No. 20158 (September 8, 
1983), 48 FR 41256 (September 14, 1983).
    \12\ See Securities Exchange Act Release No. 42816 (May 23, 
2000), 65 FR 34759 (May 31, 2000).
    \13\ See Securities Exchange Act Release No. 46800 (November 8, 
2002), 67 FR 69774 (November 19, 2002).
    \14\ See Securities Exchange Act Release No. 49197 (February 5, 
2004), 69 FR 7046 (February 12, 2004).
    \15\ See Securities Exchange Act Release No. 55532 (March 26, 
2007), 72 FR 15729 (April 2, 2007).
    \16\ See Securities Exchange Act Release No. 57987 (June 18, 
2008), 73 FR 36156 (June 25, 2008).
    \17\ See Securities Exchange Act Release No. 61589 (February 25, 
2012), 75 FR 9976 (March 4, 2010).
    \18\ See Securities Exchange Act Release No. 66974 (May 11, 
2012), 77 FR 29705 (May 18, 2012).
    \19\ See Securities Exchange Act Release No. 68363 (December 5, 
2012), 77 FR 73711 (December 11, 2012).
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    The plan reduces regulatory duplication for a large number of firms 
currently members of two or more of the SRO participants by allocating 
regulatory responsibility for certain options-related sales practice 
matters to one of the SRO participants. Generally, under the plan, the 
SRO participant responsible for conducting options-related sales 
practice examinations of a firm, and investigating options-related 
customer complaints and terminations for cause of associated persons of 
that firm, is known as the firm's ``Designated Options Examining 
Authority'' (``DOEA''). Pursuant to the plan, any other SRO of which 
the firm is a member is relieved of these responsibilities during the 
period in which the firm is assigned to another SRO acting as that 
firm's DOEA.

III. Proposed Amendment to the Plan

    On June 21, 2013, FINRA and Topaz submitted a proposed amendment to 
the Plan. The purpose of the amendment is to add Topaz as a Participant 
to the Plan. The text of the proposed amended

[[Page 46646]]

17d-2 plan is as follows (additions are italicized; deletions are 
[bracketed]):
* * * * *
    Agreement by and 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, and Topaz Exchange, LLC Pursuant 
to Rule 17d-2 under the Securities Exchange Act of 1934.
    This agreement (``Agreement''), by and 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. 
(``FINRA''), Miami International Securities Exchange, LLC, The NASDAQ 
Stock Market LLC (``NASDAQ''), NASDAQ OMX BX, Inc., the New York Stock 
Exchange LLC (``NYSE''), the NYSE MKT LLC, the NYSE Arca, Inc., [and] 
the NASDAQ OMX PHLX LLC, and Topaz Exchange, LLC, hereinafter 
collectively referred to as the Participants, is made this [19th] 21st 
day of [November, 2012] June, 2013, pursuant to the provisions of Rule 
17d-2 under the Securities Exchange Act of 1934 (the ``Exchange Act''), 
which allows for plans among self-regulatory organizations to allocate 
regulatory responsibility. This Agreement shall be administered by a 
committee known as the Options Self-Regulatory Council (the 
``Council'').
    This Agreement amends and restates the agreement entered into among 
the Participants on [April 25] November 19, 2012, entitled ``Agreement 
by and 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, NYSE [Amex] MKT LLC, 
the NYSE Arca, Inc., the NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc. 
and the NASDAQ OMX PHLX, Inc., Pursuant to Rule 17d-2 under the 
Securities Exchange Act of 1934.''
    Whereas, the Participants are desirous of allocating regulatory 
responsibilities with respect to broker-dealers, and persons associated 
therewith, that are members \1\ of more than one Participant (the 
``Common Members'') and conduct a public business for compliance with 
Common Rules (as hereinafter defined) relating to the conduct by 
broker-dealers of accounts for listed options, index warrants, currency 
index warrants and currency warrants (collectively, ``Covered 
Securities''); and
---------------------------------------------------------------------------

    \1\ In the case of BOX Options Exchange, LLC (``BOX''), NASDAQ 
OMX BX, Inc. (``BX'') and NASDAQ members are those persons who are 
options participants (as defined in the BOX, BX and NASDAQ Options 
Market Rules).
---------------------------------------------------------------------------

    Whereas, the Participants are desirous of executing a plan for this 
purpose pursuant to the provisions of Rule 17d-2 and filing such plan 
with the Securities and Exchange Commission (``SEC'' or the 
``Commission'') for its approval;
    Now, Therefore, in consideration of the mutual covenants contained 
hereafter, the Participants agree as follows:
    I. As used herein the term Designated Options Examining Authority 
(``DOEA'') shall mean: (1) FINRA insofar as it shall perform Regulatory 
Responsibility (as hereinafter defined) for its broker-dealer members 
that also are members of another Participant or (2) the Designated 
Examination Authority (``DEA'') pursuant to SEC Rule 17d-1 under the 
Securities Exchange Act (``Rule 17d-1'') for a broker-dealer that is a 
member of a more than one Participant (but not a member of FINRA).
    II. As used herein, the term ``Regulatory Responsibility'' shall 
mean the examination and enforcement responsibilities relating to 
compliance by Common Members with the rules of the applicable 
Participant that are substantially similar to the rules of the other 
Participants (the ``Common Rules''), insofar as they apply to the 
conduct of accounts for Covered Securities. A list of the current 
Common Rules of each Participant applicable to the conduct of accounts 
for Covered Securities is attached hereto as Exhibit A. Each year 
within 30 days of the anniversary date of the commencement of operation 
of this Agreement, each Participant shall submit in writing to FINRA 
and each DEA performing as a DOEA for any members of such Participant 
any revisions to Exhibit A reflecting changes in the rules of the 
Participant, and confirm that all other rules of the Participant listed 
in Exhibit A continue to meet the definition of Common Rules as defined 
in this Agreement. Within 30 days from the date that FINRA and each DEA 
performing as a DOEA has received revisions and/or confirmation that no 
change has been made to Exhibit A from all Participants, FINRA and each 
DEA performing as a DOEA shall confirm in writing to each Participant 
whether the rules listed in any updated Exhibit A are Common Rules as 
defined in this Agreement. Notwithstanding anything herein to the 
contrary, it is explicitly understood that the term ``Regulatory 
Responsibility'' does not include, and each of the Participants shall 
(unless allocated pursuant to Rule 17d-2 otherwise than under this 
Agreement) retain full responsibility for, each of the following:
    (a) Surveillance and enforcement with respect to trading activities 
or practices involving its own marketplace, including without 
limitation its rules relating to the rights and obligations of 
specialists and other market makers;
    (b) Registration pursuant to its applicable rules of associated 
persons;
    (c) Discharge of its duties and obligations as a DEA; and
    (d) Evaluation of advertising, responsibility for which shall 
remain with the Participant to which a Common Member submits same for 
approval.
    III. Apparent violations of another Participant's rules discovered 
by a DOEA, but which rules are not within the scope of the discovering 
DOEA's Regulatory Responsibility, shall be referred to the relevant 
Participant for such action as the Participant to which such matter has 
been referred deems appropriate. Notwithstanding the foregoing, nothing 
contained herein shall preclude a DOEA in its discretion from 
requesting that another Participant conduct an enforcement proceeding 
on a matter for which the requesting DOEA has Regulatory 
Responsibility. If such other Participants agree, the Regulatory 
Responsibility in such case shall be deemed transferred to the 
accepting Participant and confirmed in writing by the Participants 
involved. Each Participant agrees, upon request, to make available 
promptly all relevant files, records and/or witnesses necessary to 
assist another Participant in an investigation or enforcement 
proceeding.
    IV. The Council shall be composed of one representative designated 
by each of the Participants. Each Participant shall also designate one 
or more persons as its alternate representative(s). In the absence of 
the representative of a Participant, such alternate representative 
shall have the same powers, duties and responsibilities as the 
representative. Each Participant may, at any time, by notice to the 
then Chair of the Council, replace its representative and/or its 
alternate

[[Page 46647]]

representative on such Council. A majority of the Council shall 
constitute a quorum and, unless specifically otherwise required, the 
affirmative vote of a majority of the Council members present (in 
person, by telephone or by written consent) shall be necessary to 
constitute action by the Council. The representative from FINRA shall 
serve as Chair of the Council. All notices and other communications for 
the Council shall be sent to it in care of the Chair or to each of the 
representatives.
    V. The Council shall determine the times and locations of Council 
meetings, provided that the Chair, acting alone, may also call a 
meeting of the Council in the event the Chair determines that there is 
good cause to do so. To the extent reasonably possible, notice of any 
meeting shall be given at least ten-business days prior thereto. 
Notwithstanding anything herein to the contrary, representatives shall 
always be given the option of participating in any meeting 
telephonically at their own expense rather than in person.
    VI. FINRA shall have Regulatory Responsibility for all Common 
Members that are members of FINRA. For the purpose of fulfilling the 
Participants' Regulatory Responsibilities for Common Members that are 
not members of FINRA, the Participant that is the DEA shall serve as 
the DOEA. All Participants shall promptly notify the DOEAs no later 
than the next scheduled meeting of any change in membership of Common 
Members. A DOEA may request that a Common Member that is allocated to 
it be reallocated to another DOEA by giving thirty days written notice 
thereof. The DOEAs in their discretion may approve such request and 
reallocate such Common Member to another DOEA.
    VII. Each DOEA shall conduct an examination of each Common Member. 
The Participants agree that, upon request, relevant information in 
their respective files relative to a Common Member will be made 
available to the applicable DOEA. At each meeting of the Council, each 
DOEA shall be prepared to report on the status of its examination 
program for the previous quarter and any period prior thereto that has 
not previously been reported to the Council.
    VIII. Each DOEA will promptly furnish a copy of the Examination 
report, relating to Covered Securities, of any examination made 
pursuant to the provisions of this Agreement to each other Participant 
of which the Common Member examined is a member.
    IX. Each DOEA's Regulatory Responsibility shall for each Common 
Member allocated to it include investigations into terminations ``for 
cause'' of associated persons relating to Covered Securities, unless 
such termination is related solely to another Participant's market. In 
the latter instance, that Participant to whose market the termination 
for cause relates shall discharge Regulatory Responsibility with 
respect to such termination for cause. In connection with a DOEA's 
examination, investigation and/or enforcement proceeding regarding a 
Covered Security-related termination for cause, the other Participants 
of which the Common Member is a member shall furnish, upon request, 
copies of all pertinent materials related thereto in their possession. 
As used in this Section, ``for cause'' shall include, without 
limitation, terminations characterized on Form U5 under the label 
``Permitted to Resign,'' ``Discharge'' or ``Other.''
    X. Each DOEA shall discharge the Regulatory Responsibility for each 
Common Member allocated to it relative to a Covered Securities-related 
customer complaint \2\ unless such complaint is uniquely related to 
another Participant's market. In the latter instance, the DOEA shall 
forward the matter to that Participant to whose market the matter 
relates, and the latter shall discharge Regulatory Responsibility with 
respect thereto. If a Participant receives a customer complaint for a 
Common Member related to a Covered Security for which the Participant 
is not the DOEA, the Participant shall promptly forward a copy of such 
complaint to the DOEA.
---------------------------------------------------------------------------

    \2\ For purposes of complaints, they can be reported pursuant to 
Form U4, Form U5 or RE-3 and any amendments thereto.
---------------------------------------------------------------------------

    XI. Any written notice required or permitted to be given under this 
Agreement shall be deemed given if sent by certified mail, return 
receipt requested, or by a comparable means of electronic communication 
to each Participant entitled to receipt thereof, to the attention of 
the Participant's representative on the Council at the Participant's 
then principal office or by email at such address as the representative 
shall have filed in writing with the Chair.
    XII. The Participants shall notify the Common Members of this 
Agreement by means of a uniform joint notice approved by the Council.
    XIII. This Agreement may be amended to add a new Participant 
provided that such Participant does not assume Regulatory 
Responsibility, solely by an amendment by FINRA and such new 
Participant. All other Participants expressly consent to allow FINRA to 
add new Participants to this Agreement as provided above. FINRA will 
promptly notify all Participants of any such amendments to add new 
Participants. All other amendments to this Agreement must be approved 
in writing by each Participant. All amendments, including adding a new 
Participant, must be filed with and approved by the SEC before they 
become effective.
    XIV. Any of the Participants may manifest its intention to cancel 
its participation in this Agreement at any time by giving the Council 
written notice thereof at least 90 days prior to the effective date of 
such cancellation. Upon receipt of such notice the Council shall 
allocate, in accordance with the provisions of this Agreement, any 
Common Members for which the petitioning party was the DOEA. Until such 
time as the Council has completed the reallocation described above; the 
petitioning Participant shall retain all its rights, privileges, duties 
and obligations hereunder.
    XV. The cancellation of its participation in this Agreement by any 
Participant shall not terminate this Agreement as to the remaining 
Participants. This Agreement will only terminate following notice to 
the Commission, in writing, by the then Participants that they intend 
to terminate the Agreement and the expiration of the applicable notice 
period. Such notice shall be given at least six months prior to the 
intended date of termination, provided that in the event a notice of 
cancellation is received from a Participant that, assuming the 
effectiveness thereof, would result in there being just one remaining 
member of the Council, notice to the Commission of termination of this 
Agreement shall be given promptly upon the receipt of such notice of 
cancellation, which termination shall be effective upon the 
effectiveness of the cancellation that triggered the notice of 
termination to the Commission.
    XVI. No Participant nor the Council nor any of their respective 
directors, governors, officers, employees or representatives shall be 
liable to any other Participant in 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 Responsibility 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 more of the 
Participants and caused by the willful misconduct of one or more of the

[[Page 46648]]

other participants or their respective directors, governors, officers, 
employees or representatives. No warranties, express or implied, are 
made by any or all of the Participants or the Council with respect to 
any Regulatory Responsibility to be performed by each of them 
hereunder.
    XVII. Pursuant to Section 17(d)(1)(A) of the Securities Exchange 
Act of 1934 and Rule 17d-2 promulgated pursuant thereto, the 
Participants join in requesting the Securities and Exchange Commission, 
upon its approval of this Agreement or any part thereof, to relieve 
those Participants which are from time to time participants in this 
Agreement which are not the DOEA as to a Common Member of any and all 
Regulatory Responsibility with respect to the matters allocated to the 
DOEA.
* * * * *

Exhibit A

Rules Enforced Under 17d-2 Agreement

    Pursuant to Section II of the Agreement by and among BATS Exchange, 
Inc. (``BATS''), BOX Options Exchange, LLC (``BOX''), the Chicago Board 
Options Exchange, Incorporated (``CBOE''), C2 Options Exchange, 
Incorporated (``C2''), the International Securities Exchange, LLC 
(``ISE''), Financial Industry Regulatory Authority, Inc. (``FINRA''), 
Miami International Securities Exchange, LLC (``MIAX''), The NASDAQ 
Stock Market LLC (``NASDAQ''), NASDAQ OMX BX, Inc. (``BX''), the New 
York Stock Exchange LLC (``NYSE''), the NYSE MKT LLC (``NYSE MKT''), 
the NYSE Arca, Inc. (``NYSE ARCA''), [and] the NASDAQ OMX PHLX LLC 
(``PHLX''), and Topaz Exchange, LLC (``Topaz'') pursuant to Rule 17d-2 
under the Securities Exchange Act of 1934 dated June 21, 2013 (the 
``Agreement''), a revised list of the current Common Rules of each 
Participant, as compared to those of FINRA, applicable to the conduct 
of accounts for Covered Securities is set forth in this Exhibit A.

------------------------------------------------------------------------
 
------------------------------------------------------------------------
                           OPENING OF ACCOUNTS
------------------------------------------------------------------------
NYSE MKT......................  Rules 411, 921 and 1101.
BATS..........................  Rule 26.2.
BOX...........................  Rule 4020.\1\
CBOE..........................  Rule 9.7.
C2*...........................  CBOE Rule 9.7.
ISE...........................  Rule 608.
FINRA.........................  Rules 2360(b)(16) and 2352.
MIAX..........................  Rule 1307.
NYSE..........................  Rule 721.\2\
Topaz.........................  Rule 608.
PHLX..........................  Rule 1024(b) and (c).\3\
NYSE ARCA.....................  Options Rules 9.2(a) and 9.18(b) and
                                 Equities Rules 9.18(b) and 8.4.
BX............................  Chapter XI, Section 9.
NASDAQ........................  Chapter XI, Section 7.
------------------------------------------------------------------------
                               SUPERVISION
------------------------------------------------------------------------
NYSE MKT......................  Rules 411, 922 and 1104.
BATS..........................  Rule 26.3.
BOX...........................  Rule 4030.
CBOE..........................  Rule 9.8.
C2............................  CBOE Rule 9.8.
ISE...........................  Rule 609.
FINRA.........................  Rules 2360(b)(20), 2360(b)(17)(B),
                                 2360(b)(16)(E), 2355 and 2358.
MIAX..........................  Rule 1308.
Topaz.........................  Rule 609.
NYSE..........................  N/A.
PHLX..........................  Rule 1025.
NYSE ARCA.....................  Options Rules 9.2(b) and 9.18(d)(2)(G)
                                 and Equities Rules 9.18(d)(2)(G) and
                                 8.7.
BX............................  Chapter XI, Section 10.
NASDAQ........................  Chapter XI, Section 8.
------------------------------------------------------------------------
                               SUITABILITY
------------------------------------------------------------------------
NYSE MKT......................  Rules 923 and 1102.
BATS..........................  Rule 26.4.
BOX...........................  Rule 4040.
CBOE..........................  Rule 9.9.
C2............................  CBOE Rule 9.9.
ISE...........................  Rule 610.
FINRA.........................  Rules 2360(b)(19) and 2353.
MIAX..........................  Rule 1309.
Topaz.........................  Rule 610.
NYSE..........................  Rule 723.
PHLX..........................  Rule 1026.
NYSE ARCA.....................  Options Rule 9.18(c) and Equities Rules
                                 9.18(c) and 8.5.
BX............................  Chapter XI, Section 11.
NASDAQ........................  Chapter XI, Section 9.
------------------------------------------------------------------------
                         DISCRETIONARY ACCOUNTS
------------------------------------------------------------------------
NYSE MKT......................  Rules 421, 924 and 1103.
BATS..........................  Rule 26.5.\4\
BOX...........................  Rule 4050.\4\

[[Page 46649]]

 
CBOE..........................  Rule 9.10.
C2............................  CBOE Rule 9.10.
ISE...........................  Rule 611.
FINRA.........................  Rules 2360(b)(18) and 2354.
MIAX..........................  Rule 1310.
Topaz.........................  Rule 611.
NYSE..........................  N/A.
PHLX..........................  Rule 1027.
NYSE ARCA.....................  Options Rule 9.18(e) and Equities Rules
                                 9.18(e) and 8.6.
BX............................  Chapter XI, Section 12.
NASDAQ........................  Chapter XI, Section 10.
------------------------------------------------------------------------
                  CUSTOMER COMMUNICATIONS (ADVERTISING)
------------------------------------------------------------------------
NYSE MKT......................  Rules 991 and 1106.
BATS..........................  Rule 26.16.
BOX...........................  Rule 4170.
CBOE..........................  Rule 9.21.\5\
C2............................  CBOE Rule 9.21.\5\
ISE...........................  Rule 623.\6\
FINRA.........................  Rules 2220 and 2357.
MIAX..........................  Rule 1322.
Topaz.........................  Rule 623.\6\
NYSE..........................  N/A.
PHLX..........................  N/A.
NYSE ARCA.....................  Options Rules 9.21(a) and 9.21(b).
BX............................  Chapter XI, Section 24.
NASDAQ........................  Chapter XI, Section 22.
------------------------------------------------------------------------
                           CUSTOMER COMPLAINTS
------------------------------------------------------------------------
NYSE MKT......................  Rules 932 and 1105.
BATS..........................  Rule 26.17.
BOX...........................  Rule 4190.
CBOE..........................  Rule 9.23.
C2............................  CBOE Rule 9.23.
ISE...........................  Rule 625.
FINRA.........................  FINRA Rules 2360(b)(17)(A) and 2356.
MIAX..........................  Rule 1324.
Topaz.........................  Rule 625.
NYSE..........................  Rules 732.
PHLX..........................  Rule 1070.
NYSE ARCA.....................  Options Rule 9.18(I) and Equities Rules
                                 9.18(l) and 8.8.
BX............................  Chapter XI, Section 26.
NASDAQ........................  Chapter XI, Section 24.
------------------------------------------------------------------------
                           CUSTOMER STATEMENTS
------------------------------------------------------------------------
NYSE MKT......................  Rules 419 and 930.
BATS..........................  Rule 26.7.
BOX...........................  Rule 4070.
CBOE..........................  Rule 9.12.
C2............................  CBOE Rule 9.12.
ISE...........................  Rules 613.
FINRA.........................  Rule 2360(b)(15).
MIAX..........................  Rule 1312.
Topaz.........................  Rule 613.
NYSE..........................  Rule 730.
PHLX..........................  Rule 1032.
NYSE ARCA.....................  Options Rule 9.18(j) and Equities Rule
                                 9.18(j).
BX............................  Chapter XI, Sections 14.
NASDAQ........................  Chapter XI, Section 12.
------------------------------------------------------------------------
                              CONFIRMATIONS
------------------------------------------------------------------------
NYSE MKT......................  Rule 925.
BATS..........................  Rule 26.6.
BOX...........................  Rule 4060.\7\
CBOE..........................  Rule 9.11.
C2............................  CBOE Rule 9.11.
ISE...........................  Rule 612.
FINRA.........................  Rule 2360(b)(12).
MIAX..........................  Rule 1311.
Topaz.........................  Rule 612.
NYSE..........................  Rules 725.\8\
PHLX..........................  Rule 1028.
NYSE ARCA.....................  Options Rule 9.18(f) and Equities Rule
                                 9.18(j).

[[Page 46650]]

 
BX............................  Chapter XI, Section 13.
NASDAQ........................  Chapter XI, Section 11.
------------------------------------------------------------------------
                ALLOCATION OF EXERCISE ASSIGNMENT NOTICES
------------------------------------------------------------------------
NYSE MKT......................  Rule 981.
BATS..........................  Rule 23.2.
BOX...........................  Rule 9010.
CBOE..........................  Rule 11.2.
C2............................  CBOE Rule 11.2.
ISE...........................  Rule 1101.
FINRA.........................  Rule 2360(b)(23)(C).
MIAX..........................  Rule 701.
Topaz.........................  Rule 1101.
NYSE..........................  Rule 781.
PHLX..........................  Rule 1043.
NYSE ARCA.....................  Options Rule 6.25(a).
BX............................  Chapter VII, Section 2.
NASDAQ........................  Chapter VIII, Section 2.
------------------------------------------------------------------------
                          DISCLOSURE DOCUMENTS
------------------------------------------------------------------------
NYSE MKT......................  Rules 921 and 926.
BATS..........................  Rule 26.10.
BOX...........................  Rule 4100.
CBOE..........................  Rule 9.15.
C2............................  CBOE Rule 9.15.
ISE...........................  Rule 616.
FINRA.........................  Rule 2360(b)(11).
MIAX..........................  Rule 1315.
Topaz.........................  Rule 616.
NYSE..........................  Rule 726(a) and (c).
PHLX..........................  Rules 1024(b)(v), 1029.
NYSE ARCA.....................  Options Rule 9.18(g) and Equities Rule
                                 9.18(g).
BX............................  Chapter XI, Section 17.
NASDAQ........................  Chapter XI, Section 15.
------------------------------------------------------------------------
                 BRANCH OFFICES OF MEMBER ORGANIZATIONS
------------------------------------------------------------------------
NYSE MKT......................  Rule 922(d).\9\
BOX...........................  Rule 4010(b).
CBOE..........................  Rule 9.6.
C2............................  CBOE Rule 9.6.
ISE...........................  Rule 607.
FINRA.........................  Rules 2360(b)(20)(B) and 2355.
MIAX..........................  Rule 1306.
Topaz.........................  Rule 607.
NYSE..........................  N/A.
PHLX..........................  N/A.
NYSE ARCA.....................  Options Rule 9.18(m) and Equities Rule
                                 9.18(m).
BX............................  Chapter XI, Section 8.
NASDAQ........................  Chapter XI, Section 6.
------------------------------------------------------------------------
                     PROHIBITION AGAINST GUARANTEES
------------------------------------------------------------------------
NYSE MKT......................  Rule 390.
BATS..........................  Rule 26.13.
BOX...........................  Rule 4130.
CBOE..........................  Rule 9.18.
C2............................  CBOE Rule 9.18.
ISE...........................  Rule 619.
FINRA.........................  Rule 2150(b).
MIAX..........................  Rule 1318.
Topaz.........................  Rule 619.
NYSE..........................  Rule 2150(b).
PHLX..........................  Rule 777.
NYSE ARCA.....................  Options Rule 9.1(e).
BX............................  Chapter XI, Sections 20 and 21.
NASDAQ........................  Chapter XI, Sections 18 and 19.
------------------------------------------------------------------------
                           SHARING IN ACCOUNTS
------------------------------------------------------------------------
NYSE MKT......................  Rule 390.
BATS..........................  Rule 26.14.
BOX...........................  Rule 4140.
CBOE..........................  Rule 9.18(b).
C2............................  CBOE Rule 9.18(b).

[[Page 46651]]

 
ISE...........................  Rule 620.\10\
FINRA.........................  Rule 2150(c).
MIAX..........................  Rule 1319.
Topaz.........................  Rule 620.\10\
NYSE..........................  Rules 2150(c).
PHLX..........................  N/A.
NYSE ARCA.....................  Options Rule 9.1(f).
BX............................  Chapter XI, Section 21.
NASDAQ........................  Chapter XI, Section 19.\11\
------------------------------------------------------------------------
                           REGISTRATION OF ROP
------------------------------------------------------------------------
NYSE MKT......................  Rule 920.
BATS..........................  Rule 17.2(g)(1), (2), (6) and (7).
BOX...........................  Rule 2020(c)(1), (e)(1) and IM-2040-4
                                 and IM-2040-5(b).
CBOE..........................  Rule 9.2.
C2............................  CBOE Rule 9.2.
ISE...........................  Rule 601.
FINRA.........................  NASD Rules 1022(f) & IM-1022-1.
MIAX..........................  Rule 1301.
Topaz.........................  Rule 601.
NYSE..........................  N/A.
PHLX..........................  Rule 1024(a)(i).
NYSE ARCA.....................  Options Rule 9.26 and Equities Rule
                                 9.26.
BX............................  Chapter XI, Section 2.
NASDAQ........................  Chapter XI, Section 2.
------------------------------------------------------------------------
                  CERTIFICATION OF REGISTERED PERSONNEL
------------------------------------------------------------------------
NYSE MKT......................  Rule 920.
BATS..........................  Rule 2.5 Interpretation .01(c) and
                                 11.4(e).
BOX...........................  IM-2040-3.
CBOE..........................  Rule 9.3.
C2............................  CBOE Rule 9.3.
ISE...........................  Rule 602.
FINRA.........................  NASD Rule 1032(d).
MIAX..........................  Rule 1302.
Topaz.........................  Rule 602.
NYSE..........................  N/A.
PHLX..........................  Rule 1024.
NYSE ARCA.....................  Options Rule 9.27(a).
BX............................  Chapter XI, Section 3.
NASDAQ........................  Chapter XI, Section 3.
------------------------------------------------------------------------
\1\ FINRA shall not have any Regulatory Responsibility regarding the
  requirement for designation of Senior Options Principal and Compliance
  Options Principal.
\2\ FINRA shall not have any Regulatory Responsibility regarding opening
  short uncovered option accounts requirements.
\3\ FINRA shall not have any Regulatory Responsibility regarding foreign
  currency option requirements specified in any of the PHLX rules in
  this Exhibit A.
\4\ FINRA shall not have any Regulatory Responsibility to enforce this
  rule as to time and price discretion in institutional accounts. In
  addition FINRA shall not have any Regulatory Responsibility regarding
  BOX Rule 4050(a)(2).
\5\ FINRA shall not have any Regulatory Responsibility regarding CBOE's
  and C2's requirements to the extent that a customer would meet FINRA's
  definition of Institutional Investor and Institutional Sales Material
  but would not meet the requirements for such definitions in under
  CBOE's and C2's rule.
\6\ FINRA shall not have any Regulatory Responsibility regarding ISE's
  and Topaz's requirements to the extent that a customer would meet
  FINRA's definition of Institutional Investor and Institutional Sales
  Material but would not meet the requirements for such definitions in
  under such rule. In addition, FINRA shall not have any Regulatory
  Responsibility regarding ISE's and Topaz's requirements regarding
  approval of all market letters.
\7\ FINRA shall not have any Regulatory Responsibility regarding the
  requirement in confirmations to distinguish between BOX option
  transactions and other transactions in option contracts.
\8\ FINRA shall not have any Regulatory Responsibility regarding the
  requirement in confirmations to distinguish between NYSE option
  transactions and other transactions in option contracts.
\9\ FINRA shall only have Regulatory Responsibility for the first
  paragraph and shall not have any Regulatory Responsibility regarding
  the requirements for debt options.
\10\ FINRA shall not have any Regulatory Responsibility regarding ISE's
  and Topaz's requirements to the extent its rule does not contain an
  exception to permit sharing in the profits and losses of an account.
\11\ FINRA shall not have any Regulatory Responsibility regarding
  NASDAQ's requirements to the extent such rules do not contain an
  exception addressing immediate family.

* * * * *

 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number S7-966 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.


[[Page 46652]]


All submissions should refer to File Number S7-966. 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 (https://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 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 plan also will be available for inspection and 
copying at the principal offices of FINRA and Topaz. 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 S7-966 and should be submitted 
on or before August 22, 2013.

V. Discussion

    The Commission continues to believe that the proposed plan is an 
achievement in cooperation among the SRO participants. The Plan, as 
amended, will reduce unnecessary regulatory duplication by allocating 
to the designated SRO the responsibility for certain options-related 
sales practice matters that would otherwise be performed by multiple 
SROs. The plan promotes efficiency by reducing costs to firms that are 
members of more than one of the SRO participants. In addition, because 
the SRO participants coordinate their regulatory functions in 
accordance with the plan, the plan promotes, and will continue to 
promote, investor protection.
    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 add Topaz as an 
SRO participant. By declaring it effective today, the amended Plan can 
become effective and be implemented without undue delay.\20\ 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.\21\ Furthermore, the Commission 
does not believe that the amendment to the plan raises any new 
regulatory issues that the Commission has not previously considered.
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    \20\ On July 26, 2013, the Commission granted Topaz's 
application for registration as a national securities exchange. See 
Securities Exchange Act Release No. 70050 (July 26, 2013) (File No. 
10-209).
    \21\ See supra note 19 (citing to Securities Exchange Act 
Release No. 68363).
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VI. Conclusion

    This order gives effect to the amended Plan submitted to the 
Commission that is contained in File No. S7-966.
    It is therefore ordered, pursuant to Section 17(d) of the Act, that 
the Plan, as amended by and between FINRA and Topaz, filed with the 
Commission pursuant to Rule 17d-2 on June 21, 2013 is hereby approved 
and declared effective.
    It is further ordered that those SRO participants that are not the 
DOEA as to a particular common member are relieved of those regulatory 
responsibilities allocated to the common member's DOEA under the 
amended Plan to the extent of such allocation.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
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    \22\ 17 CFR 200.30-3(a)(34).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-18477 Filed 7-31-13; 8:45 am]
BILLING CODE 8011-01-P
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