Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing of Proposed Plan for the Allocation of Regulatory Responsibilities Between the Financial Industry Regulatory Authority, Inc. and the National Stock Exchange, Inc., 1971-1976 [2016-00567]
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Federal Register / Vol. 81, No. 9 / Thursday, January 14, 2016 / Notices
present oral statements can be obtained
from the Web site cited above or by
contacting the identified DFO.
Moreover, in view of the possibility that
the schedule for ACRS meetings may be
adjusted by the Chairman as necessary
to facilitate the conduct of the meeting,
persons planning to attend should check
with these references if such
rescheduling would result in a major
inconvenience.
If attending this meeting, please enter
through the One White Flint North
building, 11555 Rockville Pike,
Rockville, MD. After registering with
security, please contact Mr. Theron
Brown (Telephone 240–888–9835) to be
escorted to the meeting room.
Dated: January 6, 2016.
Mark L. Banks, Chief,
Technical Support Branch, Advisory
Committee on Reactor Safeguards.
[FR Doc. 2016–00667 Filed 1–13–16; 8:45 am]
BILLING CODE 7590–01–P
NUCLEAR REGULATORY
COMMISSION
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Advisory Committee on Reactor
Safeguards (ACRS) Meeting of the
ACRS Subcommittee on Planning and
Procedures; Notice of Meeting
The ACRS Subcommittee on Planning
and Procedures will hold a meeting on
February 3, 2016, Room T–2B3, 11545
Rockville Pike, Rockville, Maryland.
The meeting will be open to public
attendance with the exception of a
portion that may be closed pursuant to
5 U.S.C. 552b(c)(2) and (6) to discuss
organizational and personnel matters
that relate solely to the internal
personnel rules and practices of the
ACRS, and information the release of
which would constitute a clearly
unwarranted invasion of personal
privacy.
The agenda for the subject meeting
shall be as follows:
Wednesday, February 3, 2016—12:00
p.m. until 1:00 p.m.
The Subcommittee will discuss
proposed ACRS activities and related
matters. The Subcommittee will gather
information, analyze relevant issues and
facts, and formulate proposed positions
and actions, as appropriate, for
deliberation by the Full Committee.
Members of the public desiring to
provide oral statements and/or written
comments should notify the Designated
Federal Official (DFO), Quynh Nguyen
(Telephone 301–415–5844 or Email:
Quynh.Nguyen@nrc.gov) five days prior
to the meeting, if possible, so that
arrangements can be made. Thirty-five
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hard copies of each presentation or
handout should be provided to the DFO
thirty minutes before the meeting. In
addition, one electronic copy of each
presentation should be emailed to the
DFO one day before the meeting. If an
electronic copy cannot be provided
within this timeframe, presenters
should provide the DFO with a CD
containing each presentation at least
thirty minutes before the meeting.
Electronic recordings will be permitted
only during those portions of the
meeting that are open to the public.
Detailed procedures for the conduct of
and participation in ACRS meetings
were published in the Federal Register
on October 21, 2015 (80 FR 63846).
Information regarding changes to the
agenda, whether the meeting has been
canceled or rescheduled, and the time
allotted to present oral statements can
be obtained by contacting the identified
DFO. Moreover, in view of the
possibility that the schedule for ACRS
meetings may be adjusted by the
Chairman as necessary to facilitate the
conduct of the meeting, persons
planning to attend should check with
the DFO if such rescheduling would
result in a major inconvenience.
If attending this meeting, please enter
through the One White Flint North
building, 11555 Rockville Pike,
Rockville, MD. After registering with
security, please contact Mr. Theron
Brown (240–888–9835) to be escorted to
the meeting room.
Dated: January 7, 2016.
Mark L. Banks,
Chief, Technical Support Branch, Advisory
Committee on Reactor Safeguards.
[FR Doc. 2016–00669 Filed 1–13–16; 8:45 am]
BILLING CODE 7590–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–76856; File No. 4–694]
Program for Allocation of Regulatory
Responsibilities Pursuant to Rule 17d–
2; Notice of Filing of Proposed Plan for
the Allocation of Regulatory
Responsibilities Between the Financial
Industry Regulatory Authority, Inc. and
the National Stock Exchange, Inc.
1971
Regulatory Authority, Inc. (‘‘FINRA’’)
(together with NSX, the ‘‘Parties’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’)
a plan for the allocation of regulatory
responsibilities, dated December 22,
2015 (‘‘17d–2 Plan’’ or the ‘‘Plan’’). The
Commission is publishing this notice to
solicit comments on the 17d–2 Plan
from interested persons.
I. Introduction
Section 19(g)(1) of the Act,3 among
other things, requires every selfregulatory organization (‘‘SRO’’)
registered as either a national securities
exchange or national securities
association to examine for, and enforce
compliance by, its members and persons
associated with its members with the
Act, the rules and regulations
thereunder, and the SRO’s own rules,
unless the SRO is relieved of this
responsibility pursuant to Section 17(d)
or Section 19(g)(2) of the Act.4 Without
this relief, the statutory obligation of
each individual SRO could result in a
pattern of multiple examinations of
broker-dealers that maintain
memberships in more than one SRO
(‘‘common members’’) for compliance
with certain rules that are substantially
identical across multiple SROs. Such
regulatory duplication would add
unnecessary expenses for common
members and their SROs.
Section 17(d)(1) of the Act 5 was
intended, in part, to eliminate
unnecessary multiple examinations and
regulatory duplication.6 With respect to
a common member, Section 17(d)(1)
authorizes the Commission, by rule or
order, to relieve an SRO of the
responsibility to receive regulatory
reports, to examine for and enforce
compliance with applicable statutes,
rules, and regulations, or to perform
other specified regulatory functions.
To implement Section 17(d)(1), the
Commission adopted two rules: Rule
17d–1 and Rule 17d–2 under the Act.7
Rule 17d–1 authorizes the Commission
to name a single SRO as the designated
examining authority (‘‘DEA’’) to
examine common members for
compliance with the financial
responsibility requirements imposed by
the Act, or by Commission or SRO
January 8, 2016.
Pursuant to Section 17(d) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 17d–2 thereunder,2
notice is hereby given that on December
23, 2015, the National Stock Exchange,
Inc. (‘‘NSX’’) and the Financial Industry
1 15
2 17
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CFR 240.17d–2.
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3 15
U.S.C. 78s(g)(1).
U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2),
respectively.
5 15 U.S.C. 78q(d)(1).
6 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).
7 17 CFR 240.17d–1 and 17 CFR 240.17d–2,
respectively.
4 15
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rules.8 When an SRO has been named as
a common member’s DEA, all other
SROs to which the common member
belongs are relieved of the responsibility
to examine the firm for compliance with
the applicable financial responsibility
rules. On its face, Rule 17d–1 deals only
with an SRO’s obligations to enforce
member compliance with financial
responsibility requirements. Rule 17d–1
does not relieve an SRO from its
obligation to examine a common
member for compliance with its own
rules and provisions of the federal
securities laws governing matters other
than financial responsibility, including
sales practices and trading activities and
practices.
To address regulatory duplication in
these and other areas, the Commission
adopted Rule 17d–2 under the Act.9
Rule 17d–2 permits SROs to propose
joint plans for the allocation of
regulatory responsibilities with respect
to their common members. Under
paragraph (c) of Rule 17d–2, the
Commission may declare such a plan
effective if, after providing for
appropriate notice and comment, it
determines that the plan is necessary or
appropriate in the public interest and
for the protection of investors; to foster
cooperation and coordination among the
SROs; to remove impediments to, and
foster the development of, a national
market system and a national clearance
and settlement system; and is in
conformity with the factors set forth in
Section 17(d) of the Act. Commission
approval of a plan filed pursuant to Rule
17d–2 relieves an SRO of those
regulatory responsibilities allocated by
the plan to another SRO.
II. Proposed Plan
The proposed 17d–2 Plan is intended
to reduce regulatory duplication for
firms that are common members of both
NSX and FINRA.10 Pursuant to the
proposed 17d–2 Plan, FINRA would
assume certain examination and
enforcement responsibilities for
common members with respect to
certain applicable laws, rules, and
regulations.
The text of the Plan delineates the
proposed regulatory responsibilities
with respect to the Parties. Included in
the proposed Plan is an exhibit (the
‘‘National Stock Exchange (‘‘NSX’’)
Rules Certification for 17d–2 Agreement
8 See Securities Exchange Act Release No. 12352
(April 20, 1976), 41 FR 18808 (May 7, 1976).
9 See Securities Exchange Act Release No. 12935
(October 28, 1976), 41 FR 49091 (November 8,
1976).
10 The proposed 17d–2 Plan refers to these
common members as ‘‘Dual Members.’’ See
Paragraph 1(c) of the proposed 17d–2 Plan.
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with FINRA,’’ referred to herein as the
‘‘Certification’’) that lists every NSX
rule, and select federal securities laws,
rules, and regulations, for which FINRA
would bear responsibility under the
Plan for overseeing and enforcing with
respect to NSX members that are also
members of FINRA and the associated
persons therewith (‘‘Dual Members’’).
Specifically, under the 17d–2 Plan,
FINRA would assume examination and
enforcement responsibility relating to
compliance by Dual Members with the
rules of NSX that are substantially
similar to the applicable rules of
FINRA,11 as well as any provisions of
the federal securities laws and the rules
and regulations thereunder delineated
in the Certification (‘‘Common Rules’’).
In the event that a Dual Member is the
subject of an investigation relating to a
transaction on NSX, the plan
acknowledges that NSX may, in its
discretion, exercise concurrent
jurisdiction and responsibility for such
matter.12
Under the Plan, NSX would retain full
responsibility for surveillance and
enforcement with respect to trading
activities or practices involving NSX’s
own marketplace, including, without
limitation, registration pursuant to its
applicable rules of associated persons
(i.e., registration rules that are not
Common Rules); its duties as a DEA
pursuant to Rule 17d–1 under the Act;
and any NSX rules that are not Common
Rules.13
The text of the proposed 17d–2 Plan
is as follows:
Agreement Between Financial Industry
Regulatory Authority, Inc. and National
Stock Exchange, Inc. Pursuant to Rule
17d–2 Under the Securities Exchange
Act of 1934
This Agreement, by and between the
Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) and the
National Stock Exchange, Inc. (‘‘NSX’’),
is made this 22nd day of December,
2015 (the ‘‘Agreement’’), pursuant to
Section 17(d) of the Securities Exchange
Act of 1934, as amended (the ‘‘Exchange
Act’’) and Rule 17d–2 thereunder,
which permits agreements between selfregulatory organizations to allocate
11 See paragraph 1(b) of the proposed 17d–2 Plan
(defining Common Rules). See also paragraph 1(f)
of the proposed 17d–2 Plan (defining Regulatory
Responsibilities). Paragraph 2 of the Plan provides
that annually, or more frequently as required by
changes in either NSX rules or FINRA rules, the
parties shall review and update, if necessary, the
list of Common Rules. Further, paragraph 3 of the
Plan provides that NSX shall furnish FINRA with
a list of Dual Members, and shall update the list no
less frequently than once each calendar quarter.
12 See paragraph 6 of the proposed 17d–2 Plan.
13 See paragraph 2 of the proposed 17d–2 Plan.
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regulatory responsibility to eliminate
regulatory duplication. FINRA and NSX
may be referred to individually as a
‘‘party’’ and together as the ‘‘parties.’’
This Agreement replaces and restates
the agreement entered into between the
parties on June 20, 1977 as amended,
entitled ‘‘Agreement Between the
National Association of Securities
Dealers, Inc. and the Cincinnati Stock
Exchange Pursuant to SEC Rule 17d–2
Under the Securities Exchange Act of
1934,’’ and any subsequent amendments
thereafter.
WHEREAS, FINRA and NSX desire to
reduce duplication in the examination
of their Dual Members (as defined
herein) and in the filing and processing
of certain registration and membership
records; and
WHEREAS, FINRA and NSX desire to
execute an agreement covering such
subjects pursuant to the provisions of
Rule 17d–2 under the Exchange Act and
to file such agreement with the
Securities and Exchange Commission
(the ‘‘SEC’’ or ‘‘Commission’’) for its
approval.
NOW, THEREFORE, in consideration
of the mutual covenants contained
hereinafter, FINRA and NSX hereby
agree as follows:
1. Definitions. Unless otherwise
defined in this Agreement or the context
otherwise requires, the terms used in
this Agreement shall have the same
meaning as they have under the
Exchange Act and the rules and
regulations thereunder. As used in this
Agreement, the following terms shall
have the following meanings:
(a) ‘‘NSX Rules’’ or ‘‘FINRA Rules’’
shall mean: (i) The rules of NSX or (ii)
the rules of FINRA, respectively, as the
rules of an exchange or association are
defined in Exchange Act Section
3(a)(27).
(b) ‘‘Common Rules’’ shall mean NSX
Rules that are substantially similar to
the applicable FINRA Rules and certain
provisions of the Exchange Act and SEC
rules set forth on Exhibit 1 in that
examination for compliance with such
provisions and rules would not require
FINRA to develop one or more new
examination standards, modules,
procedures, or criteria in order to
analyze the application of the provision
or rule, or a Dual Member’s activity,
conduct, or output in relation to such
provision or rule; provided, however
Common Rules shall not include the
application of the SEC, NSX or FINRA
rules as they pertain to violations of
insider trading activities, which is
covered by a separate 17d–2 Agreement
by and among the NSX Exchange, Inc.,
NSX Y-Exchange, Inc., Chicago Board
Options Exchange, Inc., Chicago Stock
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Exchange, Inc., EDGA Exchange, Inc.,
EDGX Exchange, Inc., Financial
Industry Regulatory Authority, Inc.,
NASDAQ OMX BX, Inc., NASDAQ
OMX PHLX LLC, The NASDAQ Stock
Market LLC, National Stock Exchange,
Inc., New York Stock Exchange LLC,
NYSE Amex LLC, NYSE Arca, Inc., and
NYSE Regulation, Inc., approved by the
SEC on December 16, 2011 as the same
may be amended from time to time.
(c) ‘‘Dual Members’’ shall mean those
NSX members that are also members of
FINRA and the associated persons
therewith.
(d) ‘‘Effective Date’’ shall be the date
this Agreement is approved by the
Commission.
(e) ‘‘Enforcement Responsibilities’’
shall mean the conduct of appropriate
proceedings, in accordance with
FINRA’s Code of Procedure (the Rule
9000 Series) and other applicable
FINRA procedural rules, to determine
whether violations of Common Rules
have occurred, and if such violations are
deemed to have occurred, the
imposition of appropriate sanctions as
specified under FINRA’s Code of
Procedure and sanctions guidelines.
(f) ‘‘Regulatory Responsibilities’’ shall
mean the examination responsibilities
and Enforcement Responsibilities
relating to compliance by the Dual
Members with the Common Rules and
the provisions of the Exchange Act and
the rules and regulations thereunder,
and other applicable laws, rules and
regulations, each as set forth on Exhibit
1 attached hereto.
2. Regulatory and Enforcement
Responsibilities. FINRA shall assume
Regulatory Responsibilities and
Enforcement Responsibilities for Dual
Members. Attached as Exhibit 1 to this
Agreement and made part hereof, NSX
furnished FINRA with a current list of
Common Rules and certified to FINRA
that such rules that are NSX Rules are
substantially similar to the
corresponding FINRA Rules (the
‘‘Certification’’). FINRA hereby agrees
that the rules listed in the Certification
are Common Rules as defined in this
Agreement. Each year following the
Effective Date of this Agreement, or
more frequently if required by changes
in either the rules of NSX or FINRA,
NSX shall submit an updated list of
Common Rules to FINRA for review
which shall add NSX Rules not
included in the current list of Common
Rules that qualify as Common Rules as
defined in this Agreement; delete NSX
Rules included in the current list of
Common Rules that no longer qualify as
Common Rules as defined in this
Agreement; and confirm that the
remaining rules on the current list of
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Common Rules continue to be NSX
Rules that qualify as Common Rules as
defined in this Agreement. Within 30
days of receipt of such updated list,
FINRA shall confirm in writing whether
the rules listed in any updated list are
Common Rules as defined in this
Agreement. Notwithstanding anything
herein to the contrary, it is explicitly
understood that the term ‘‘Regulatory
Responsibilities’’ does not include, and
NSX shall retain full responsibility for
(unless otherwise addressed by separate
agreement or rule) (collectively, the
‘‘Retained Responsibilities’’) the
following:
(a) Surveillance, examination,
investigation and enforcement with
respect to trading activities or practices
involving NSX’s own marketplace;
(b) registration pursuant to its
applicable rules of associated persons
(i.e., registration rules that are not
Common Rules);
(c) discharge of its duties and
obligations as a Designated Examining
Authority pursuant to Rule 17d–1 under
the Exchange Act; and
(d) any NSX Rules that are not
Common Rules.
3. Dual Members. Prior to the
Effective Date, NSX shall furnish FINRA
with a current list of Dual Members,
which shall be updated no less
frequently than once each quarter.
4. No Charge. There shall be no charge
to NSX by FINRA for performing the
Regulatory Responsibilities and
Enforcement Responsibilities under this
Agreement except as hereinafter
provided. FINRA shall provide NSX
with ninety (90) days advance written
notice in the event FINRA decides to
impose any charges to NSX for
performing the Regulatory
Responsibilities under this Agreement.
If FINRA determines to impose a charge,
NSX shall have the right at the time of
the imposition of such charge to
terminate this Agreement; provided,
however, that FINRA’s Regulatory
Responsibilities under this Agreement
shall continue until the Commission
approves the termination of this
Agreement.
5. Applicability of Certain Laws,
Rules, Regulations or Orders.
Notwithstanding any provision hereof,
this Agreement shall be subject to any
statute, or any rule or order of the
Commission. To the extent such statute,
rule, order or action is inconsistent with
this Agreement, the statute, rule, order
or action shall supersede the
provision(s) hereof to the extent
necessary for them to be properly
effectuated and the provision(s) hereof
in that respect shall be null and void.
6. Notification of Violations.
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1973
(a) In the event that FINRA becomes
aware of apparent violations of any NSX
Rules, which are not listed as Common
Rules, discovered pursuant to the
performance of the Regulatory
Responsibilities assumed hereunder,
FINRA shall notify NSX of those
apparent violations for such response as
NSX deems appropriate.
(b) In the event that NSX becomes
aware of apparent violations of any
Common Rules, discovered pursuant to
the performance of the Retained
Responsibilities, NSX shall notify
FINRA of those apparent violations and
such matters shall be handled by FINRA
as provided in this Agreement.
(c) Apparent violations of Common
Rules shall be processed by, and
enforcement proceedings in respect
thereto shall be conducted by FINRA as
provided hereinbefore; provided,
however, that in the event a Dual
Member is the subject of an
investigation relating to a transaction on
NSX, NSX may in its discretion assume
concurrent jurisdiction and
responsibility.
(d) Each party agrees to make
available promptly all files, records and
witnesses necessary to assist the other
in its investigation or proceedings.
7. Continued Assistance.
(a) FINRA shall make available to
NSX all information obtained by FINRA
in the performance by it of the
Regulatory Responsibilities hereunder
with respect to the Dual Members
subject to this Agreement. In particular,
and not in limitation of the foregoing,
FINRA shall furnish NSX any
information it obtains about Dual
Members which reflects adversely on
their financial condition. NSX shall
make available to FINRA any
information coming to its attention that
reflects adversely on the financial
condition of Dual Members or indicates
possible violations of applicable laws,
rules or regulations by such firms.
(b) The parties agree that documents
or information shared shall be held in
confidence, and used only for the
purposes of carrying out their respective
regulatory obligations. Neither party
shall assert regulatory or other
privileges as against the other with
respect to documents or information
that is required to be shared pursuant to
this Agreement.
(c) The sharing of documents or
information between the parties
pursuant to this Agreement shall not be
deemed a waiver as against third parties
of regulatory or other privileges relating
to the discovery of documents or
information.
8. Statutory Disqualifications. When
FINRA becomes aware of a statutory
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disqualification as defined in the
Exchange Act with respect to a Dual
Member, FINRA shall determine
pursuant to Sections 15A(g) and/or
Section 6(c) of the Exchange Act the
acceptability or continued applicability
of the person to whom such
disqualification applies and keep NSX
advised of its actions in this regard for
such subsequent proceedings as NSX
may initiate.
9. Customer Complaints. NSX shall
forward to FINRA copies of all customer
complaints involving Dual Members
received by NSX relating to FINRA’s
Regulatory Responsibilities under this
Agreement. It shall be FINRA’s
responsibility to review and take
appropriate action in respect to such
complaints.
10. Advertising. FINRA shall assume
responsibility to review the advertising
of Dual Members subject to the
Agreement, provided that such material
is filed with FINRA in accordance with
FINRA’s filing procedures and is
accompanied with any applicable filing
fees set forth in FINRA Rules.
11. No Restrictions on Regulatory
Action. Nothing contained in this
Agreement shall restrict or in any way
encumber the right of either party to
conduct its own independent or
concurrent investigation, examination
or enforcement proceeding of or against
Dual Members, as either party, in its
sole discretion, shall deem appropriate
or necessary.
12. Termination. This Agreement may
be terminated by NSX or FINRA at any
time upon the approval of the
Commission after one (1) year’s written
notice to the other party, except as
provided in paragraph 4.
13. Arbitration. In the event of a
dispute between the parties as to the
operation of this Agreement, NSX and
FINRA hereby agree that any such
dispute shall be settled by arbitration in
Washington, DC in accordance with the
rules of the American Arbitration
Association then in effect, or such other
procedures as the parties may mutually
agree upon. Judgment on the award
rendered by the arbitrator(s) may be
entered in any court having jurisdiction.
Each party acknowledges that the timely
and complete performance of its
obligations pursuant to this Agreement
is critical to the business and operations
of the other party. In the event of a
dispute between the parties, the parties
shall continue to perform their
respective obligations under this
Agreement in good faith during the
resolution of such dispute unless and
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until this Agreement is terminated in
accordance with its provisions. Nothing
in this Section 13 shall interfere with a
party’s right to terminate this Agreement
as set forth herein.
14. Separate Agreement. This
Agreement is wholly separate from the
following agreements: (1) The
multiparty agreement for insider trading
activities, which is covered by a
separate 17d–2 Agreement by and
among NSX Exchange, Inc., NSX–Y
Exchange, Inc., Chicago Board Options
Exchange, Incorporated, Chicago Stock
Exchange, Inc., EDGA Exchange Inc.,
EDGX Exchange Inc., Financial Industry
Regulatory Authority, Inc., NASDAQ
OMX BX, Inc., NASDAQ OMX PHLX
LLC, The NASDAQ Stock Market LLC,
National Stock Exchange, Inc., New
York Stock Exchange, LLC, NYSE Amex
LLC, and NYSE Arca Inc. effective
December 16, 2011, as may be amended
from time to time and (2) the multiparty
17d–2 agreement relating to Regulation
NMS rules by and among NSX
Exchange, Inc., NSX–Y Exchange, Inc.,
BOX Options Exchange LLC, Chicago
Board Options Exchange, Incorporated,
C2 Options Exchange, Incorporated,
Chicago Stock Exchange, Inc., EDGA
Exchange, Inc., EDGX Exchange, Inc.,
FINRA, International Securities
Exchange, LLC, ISE Gemini, LLC, Miami
International Securities Exchange, LLC,
The NASDAQ Stock Market LLC,
NASDAQ OMX BOX, Inc., NASDAQ
OMX PHLX, Inc., National Stock
Exchange, Inc., New York Stock
Exchange LLC, NYSE MKT LLC, and
NYSE Arca, Inc. effective October 29,
2015 as may be amended from time to
time.
15. Notification of Members. NSX and
FINRA shall notify Dual Members of
this Agreement after the Effective Date
by means of a uniform joint notice.
16. Amendment. This Agreement may
be amended in writing duly approved
by each party. All such amendments
must be filed with and approved by the
Commission before they become
effective.
17. Limitation of Liability. Neither
FINRA nor NSX nor any of their
respective directors, governors, officers
or employees shall be liable to the other
party to this Agreement for any liability,
loss or damage resulting from or
claimed to have resulted from any
delays, inaccuracies, errors or omissions
with respect to the provision of
Regulatory Responsibilities as provided
hereby or for the failure to provide any
such responsibility, except with respect
to such liability, loss or damages as
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shall have been suffered by one or the
other of FINRA or NSX and caused by
the willful misconduct of the other
party or their respective directors,
governors, officers or employees. No
warranties, express or implied, are made
by FINRA or NSX with respect to any
of the responsibilities to be performed
by each of them hereunder.
18. Relief from Responsibility.
Pursuant to Sections 17(d)(1)(A) and
19(g) of the Exchange Act and Rule 17d–
2 thereunder, FINRA and NSX join in
requesting the Commission, upon its
approval of this Agreement or any part
thereof, to relieve NSX of any and all
responsibilities with respect to matters
allocated to FINRA pursuant to this
Agreement; provided, however, that this
Agreement shall not be effective until
the Effective Date.
19. Severability. Any term or
provision of this Agreement that is
invalid or unenforceable in any
jurisdiction shall, as to such
jurisdiction, be ineffective to the extent
of such invalidity or unenforceability
without rendering invalid or
unenforceable the remaining terms and
provisions of this Agreement or
affecting the validity or enforceability of
any of the terms or provisions of this
Agreement in any other jurisdiction.
20. Counterparts. This Agreement
may be executed in one or more
counterparts, each of which shall be
deemed an original, and such
counterparts together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each party
has executed or caused this Agreement
to be executed on its behalf by a duly
authorized officer as of the date first
written above.
FINANCIAL INDUSTRY REGULATORY
AUTHORITY, INC.
By Name:
lllllllllllll
Title:
NATIONAL STOCK EXCHANGE, INC.
By Name:
lllllllllllll
Title:
EXHIBIT 1
National Stock Exchange (‘‘NSX’’)
Rules Certification for 17d–2
Agreement With FINRA
NSX hereby certifies that the
requirements contained in the rules
listed below are identical to, or
substantially similar to, the comparable
FINRA Rule, NASD Rule, Exchange Act
provision or SEC rule identified
(‘‘Common Rules’’).
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NSX Rule:
Finra Rule, NASD Rule, Exchange Act Provision or SEC Rule:
Rule 3.1
Business Conduct of Members* ..............................................
Rule 3.2
Violations Prohibited* ..............................................................
Rule 3.3
Use of Fraudulent Devices* ....................................................
Rule
Rule
Rule
Rule
Rule
3.5(a) Advertising Practices .............................................................
3.5(c) Advertising Practices .............................................................
3.5(g) Advertising Practices .............................................................
3.5(h) Advertising Practices .............................................................
3.6 Fair Dealing with Customers ...................................................
Rule 3.7(a) and .01 Recommendations to Customers ............................
Rule 3.8(a) The Prompt Receipt and Delivery of Securities ....................
Rule 3.9 Charges for Services Performed .............................................
Rule 3.10 Use of Information .................................................................
Rule 3.11 Publication of Transactions and Quotations .........................
Rule 3.12 Offers at Stated Prices ..........................................................
Rule 3.13 Payment Designed to Influence Market Prices, Other than
Paid Advertising.
Rule 3.14 Disclosure on Confirmations .................................................
Rule
Rule
Rule
Rule
3.15 Disclosure of Control .............................................................
3.16 Discretionary Accounts ..........................................................
3.17 Customer’s Securities or Funds ............................................
3.18 Prohibition Against Guarantees ............................................
Rule 3.19
Rule
Rule
Rule
Rule
Rule
Rule
Rule
3.21
4.1
4.3
5.1
5.2
5.3
5.4
Sharing in Accounts; Extent Permissible ..............................
Telephone Solicitation ...........................................................
Requirements* .........................................................................
Record of Written Complaints .................................................
Written Procedures* ................................................................
Responsibility of Members ......................................................
Records* ..................................................................................
Review of Activities .................................................................
Rule 5.6 Anti-Money Laundering Compliance Program ........................
Rule 5.7 Annual Certification of Compliance and Supervisory Processes.
Rule 11.1(c) Hours of Trading ..................................................................
Rule 11.21(b) Short Sales ........................................................................
Rule 11.22 Locking or Crossing Quotations in NMS Stocks .................
Rule 11.24
Limit Up-Limit Down ............................................................
Rule 12.10 Best Execution ....................................................................
Rule 13.2 Failure to Deliver and Failure to Receive 13 ..........................
FINRA Rule 2010 Standards of Commercial Honor and Principles of
Trade.* 1
FINRA Rule 2010 Standards of Commercial Honor and Principles of
Trade and FINRA Rule 3110 Supervision.* 2
FINRA Rule 2020 Use of Manipulative, Deceptive or Other Fraudulent
Device.*
FINRA Rule 2210(d)(1)(B) Communications with the Public.
FINRA Rule 2210(d)(1) Communications with the Public.
FINRA Rule 2210(d)(1)(B) Communications with the Public.
FINRA Rule 2210(d)(1)(B) Communications with the Public.
FINRA Rule 2020 Use of Manipulative, Deceptive or Other Fraudulent
Device and FINRA Rule 2111 Suitability.3
FINRA Rule 2111 Suitability.
FINRA Rule 11860 COD Orders.
FINRA Rule 2122 Charges for Services Performed.
FINRA Rule 2060 Use of Information Obtained in Fiduciary Capacity.
FINRA Rule 5210 Publication of Transactions and Quotations. 4
FINRA Rule 5220 Offers at Stated Prices.
FINRA Rule 5230 Payments Involving Publications that Influence the
Market Price of a Security. 5
FINRA Rule 2232(a) Customer Confirmations and SEC Rule 10b–10
Confirmation of Transactions.
FINRA Rule 2262 Disclosure of Control Relationship With Issuer.
NASD Rule 2510 Discretionary Accounts. 6
FINRA Rule 2150(a) Customers’ Securities or Funds—Improper Use.
FINRA Rule 2150(b) Customers’ Securities or Funds—Prohibition
Against Guarantees.
FINRA Rule 2150(c)(1) Customers’ Securities or Funds—Sharing in
Accounts; Extent Permissible.
FINRA Rule 3230 Telemarketing.
FINRA Rule 4511 General Requirements.* 7
FINRA Rule 4513 Records of Written.
FINRA Rule 3110(b) Supervision—Written Procedures.* 8
FINRA Rule 3110(a) and (b)(7) Supervision.*
FINRA Rule 3110(a) Supervision.*
FINRA Rule 3110(c) and (d) Supervision—Internal Inspections/Review
of Transactions and Correspondence.* 9
FINRA Rule 3310 Anti-Money Laundering Compliance Program.10
FINRA Rule 3130 Annual Certification of Compliance and Supervisory
Processes.11
FINRA Rule 2265 Extended Hours Trading Risk Disclosure.
FINRA Rule 6182 Trade Reporting of Short Sales.11
FINRA Rule 6240 Prohibition from Locking or Crossing Quotation in
NMS Stocks.
FINRA Rule 6190(a)(1) and (2) Compliance with Regulation NMS Plan
to Address Extraordinary Market Volatility.
FINRA Rule 5310 Best Execution and Interpositioning.12
Regulation SHO Rule 200 and 203.
1 FINRA
shall not have Regulatory Responsibilities regarding .01 of NSX Rule 3.1.
shall only have Regulatory Responsibilities regarding the first phrase of the NSX rule regarding prohibitions from violating the Securities Exchange Act of 1934 and the rules and regulations thereunder; responsibility for the remainder of the rule shall remain with NSX.
3 FINRA shall not have Regulatory Responsibilities regarding .01 of NSX Rule 3.6.
4 FINRA shall not have Regulatory Responsibilities with regard to the requirement to report to NSX.
5 FINRA shall not have Regulatory Responsibilities with regard to the prohibitions set forth under subsection (a) of FINRA Rule 5230 to the extent subsections (b)(2) or (b)(3) of the rule apply.
6 FINRA shall not have Regulatory Responsibilities for the NSX rule to the extent the exception in FINRA Rule 2510(d)(2) applies.
7 FINRA shall not have Regulatory Responsibilities regarding requirements to keep records ‘‘in conformity with . . . Exchange Rules;’’ responsibility for such requirement remains with NSX.
8 FINRA shall not have Regulatory Responsibilities regarding requirements to assure compliance with Exchange Rules; responsibility for such
requirement remains with NSX.
9 FINRA shall not have Regulatory Responsibilities regarding the NSX requirement to annually inspect each office of the ETP Holder (other
than as required by the FINRA rule to annually inspect each OSJ and any branch office that supervises one or more non-branch locations).
10 FINRA shall not have Regulatory Responsibilities regarding notification to NSX.
11 FINRA shall not have Regulatory Responsibilities regarding certification as to compliance with NSX rules, the requirement that the certification be delivered to NSX, and the requirement that the report is titled in a manner indicating that it is responsive to NSX Rule 5.7.
12 FINRA shall not have Regulatory Responsibilities regarding .01 of NSX Rule 12.10.
13 FINRA shall only have Regulatory Responsibilities regarding Rules 200 and 203 of Regulation SHO.
* FINRA shall not have any Regulatory Responsibilities for these rules as they pertain to violations of insider trading activities, which is covered
by a separate 17d–2 Agreement by and among NSX Exchange, Inc., NSX–Y Exchange, Inc., Chicago Board Options Exchange, Incorporated,
Chicago Stock Exchange, Inc., EDGA Exchange Inc., EDGX Exchange Inc., Financial Industry Regulatory Authority, Inc., NASDAQ OMX BX,
Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange, LLC, NYSE Amex
LLC, and NYSE Arca Inc. effective December 16, 2011, as may be amended from time to time.
2 FINRA
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Federal Register / Vol. 81, No. 9 / Thursday, January 14, 2016 / Notices
In addition, the following provisions
shall be part of this 17d–2 Agreement:
Securities Exchange Act of 1934:
Section 15(f)
*
*
*
*
*
III. Date of Effectiveness of the
Proposed Plan and Timing for
Commission Action
Pursuant to Section 17(d)(1) of the
Act 14 and Rule 17d–2 thereunder,15
after January 29, 2016, the Commission
may, by written notice, declare the plan
submitted by NSX and FINRA, File No.
4–694, to be effective if the Commission
finds that the plan is necessary or
appropriate in the public interest and
for the protection of investors, to foster
cooperation and coordination among
self-regulatory organizations, or to
remove impediments to and foster the
development of the national market
system and a national system for the
clearance and settlement of securities
transactions and in conformity with the
factors set forth in Section 17(d) of the
Act.
IV. Solicitation of Comments
In order to assist the Commission in
determining whether to approve the
proposed 17d–2 Plan and to relieve NSX
of the responsibilities which would be
assigned to FINRA, interested persons
are invited to submit written data,
views, and arguments concerning the
foregoing. Comments may be submitted
by any of the following methods:
mstockstill on DSK4VPTVN1PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/other.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number 4–
694 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, Station Place, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number 4–694. 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/
other.shtml). Copies of the submission,
all subsequent amendments, all written
statements with respect to the proposed
plan that are filed with the Commission,
and all written communications relating
to the proposed plan between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, on official business
days between the hours of 10:00 a.m.
and 3:00 p.m. Copies of the plan also
will be available for inspection and
copying at the principal offices of NSX
and FINRA. All comments received will
be posted without change; the
Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number 4–694 and
should be submitted on or before
January 29, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–00567 Filed 1–13–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–76858; File No. SR–Phlx–
2015–109)
Self-Regulatory Organizations;
NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Permit Fees
January 8, 2016.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on December
30, 2015, NASDAQ OMX PHLX LLC
(‘‘Phlx’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III, below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes to amend the
Exchange’s Pricing Schedule at Section
VI, entitled ‘‘Membership Fees.’’ The
Exchange also proposes to correct a
16 17
CFR 200.30–3(a)(34).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
14 15
U.S.C. 78q(d)(1).
15 17 CFR 240.17d–2.
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reference to The NASDAQ OMX Group,
Inc. within the Pricing Schedule.
The Exchange purposes to increase
certain permit fees. The Exchange’s
permit fees remain competitive with
those of other options Exchanges. While
the changes proposed herein are
effective upon filing, the Exchange has
designated the amendments to become
operative on January 4, 2016.
The text of the proposed rule change
is available on the Exchange’s Web site
at https://nasdaqomxphlx.
cchwallstreet.com/, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to increase
permit fees to allocate its costs to
various options market participants,
specifically floor participants. The
Exchange assesses Permit Fees by
market participant. Today, the Exchange
assesses the same monthly Permit Fees
of $2,300 to Floor Brokers,3 Specialists 4
and Market Makers.5 All other market
3 A ‘‘Floor Broker’’ is defined in Phlx Rule 1060
as ‘‘[a]n individual who is registered with the
Exchange for the purpose, while on the Options
Floor, of accepting and executing options orders
received from members and member
organizations.’’
4 A ‘‘Specialist’’ is an Exchange member who is
registered as an options specialist. See Phlx Rule
1020(a).
5 A ‘‘Market Maker’’ includes Registered Options
Traders (‘‘ROTs’’) (see Rule 1014(b)(i) and (ii)),
which includes Streaming Quote Traders (‘‘SQTs’’)
(see Rule 1014(b)(ii)(A)) and Remote Streaming
Quote Traders (‘‘RSQTs’’) (see Rule 1014(b)(ii)(B)).
An RSQT is defined in Exchange Rule in
1014(b)(ii)(B) as an ROT that is a member affiliated
with an Remote Streaming Quote Trader
Organization or ‘‘RSQTO’’ with no physical trading
floor presence who has received permission from
the Exchange to generate and submit option
quotations electronically in options to which such
RSQT has been assigned. A RSQTO, which may
also be referred to as a Remote Market Making
Organization (‘‘RMO’’), is a member organization in
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]]>Agencies
[Federal Register Volume 81, Number 9 (Thursday, January 14, 2016)]
[Notices]
[Pages 1971-1976]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-00567]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-76856; File No. 4-694]
Program for Allocation of Regulatory Responsibilities Pursuant to
Rule 17d-2; Notice of Filing of Proposed Plan for the Allocation of
Regulatory Responsibilities Between the Financial Industry Regulatory
Authority, Inc. and the National Stock Exchange, Inc.
January 8, 2016.
Pursuant to Section 17(d) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 17d-2 thereunder,\2\ notice is hereby given that
on December 23, 2015, the National Stock Exchange, Inc. (``NSX'') and
the Financial Industry Regulatory Authority, Inc. (``FINRA'') (together
with NSX, the ``Parties'') filed with the Securities and Exchange
Commission (``Commission'' or ``SEC'') a plan for the allocation of
regulatory responsibilities, dated December 22, 2015 (``17d-2 Plan'' or
the ``Plan''). The Commission is publishing this notice to solicit
comments on the 17d-2 Plan from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78q(d).
\2\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------
I. Introduction
Section 19(g)(1) of the Act,\3\ among other things, requires every
self-regulatory organization (``SRO'') registered as either a national
securities exchange or national securities association to examine for,
and enforce compliance by, its members and persons associated with its
members with the Act, the rules and regulations thereunder, and the
SRO's own rules, unless the SRO is relieved of this responsibility
pursuant to Section 17(d) or Section 19(g)(2) of the Act.\4\ Without
this relief, the statutory obligation of each individual SRO could
result in a pattern of multiple examinations of broker-dealers that
maintain memberships in more than one SRO (``common members'') for
compliance with certain rules that are substantially identical across
multiple SROs. Such regulatory duplication would add unnecessary
expenses for common members and their SROs.
---------------------------------------------------------------------------
\3\ 15 U.S.C. 78s(g)(1).
\4\ 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), respectively.
---------------------------------------------------------------------------
Section 17(d)(1) of the Act \5\ was intended, in part, to eliminate
unnecessary multiple examinations and regulatory duplication.\6\ With
respect to a common member, Section 17(d)(1) authorizes the Commission,
by rule or order, to relieve an SRO of the responsibility to receive
regulatory reports, to examine for and enforce compliance with
applicable statutes, rules, and regulations, or to perform other
specified regulatory functions.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78q(d)(1).
\6\ 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).
---------------------------------------------------------------------------
To implement Section 17(d)(1), the Commission adopted two rules:
Rule 17d-1 and Rule 17d-2 under the Act.\7\ Rule 17d-1 authorizes the
Commission to name a single SRO as the designated examining authority
(``DEA'') to examine common members for compliance with the financial
responsibility requirements imposed by the Act, or by Commission or SRO
[[Page 1972]]
rules.\8\ When an SRO has been named as a common member's DEA, all
other SROs to which the common member belongs are relieved of the
responsibility to examine the firm for compliance with the applicable
financial responsibility rules. On its face, Rule 17d-1 deals only with
an SRO's obligations to enforce member compliance with financial
responsibility requirements. Rule 17d-1 does not relieve an SRO from
its obligation to examine a common member for compliance with its own
rules and provisions of the federal securities laws governing matters
other than financial responsibility, including sales practices and
trading activities and practices.
---------------------------------------------------------------------------
\7\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
\8\ See Securities Exchange Act Release No. 12352 (April 20,
1976), 41 FR 18808 (May 7, 1976).
---------------------------------------------------------------------------
To address regulatory duplication in these and other areas, the
Commission adopted Rule 17d-2 under the Act.\9\ Rule 17d-2 permits SROs
to propose joint plans for the allocation of regulatory
responsibilities with respect to their common members. Under paragraph
(c) of Rule 17d-2, the Commission may declare such a plan effective if,
after providing for appropriate notice and comment, it determines that
the plan is necessary or appropriate in the public interest and for the
protection of investors; to foster cooperation and coordination among
the SROs; to remove impediments to, and foster the development of, a
national market system and a national clearance and settlement system;
and is in conformity with the factors set forth in Section 17(d) of the
Act. Commission approval of a plan filed pursuant to Rule 17d-2
relieves an SRO of those regulatory responsibilities allocated by the
plan to another SRO.
---------------------------------------------------------------------------
\9\ See Securities Exchange Act Release No. 12935 (October 28,
1976), 41 FR 49091 (November 8, 1976).
---------------------------------------------------------------------------
II. Proposed Plan
The proposed 17d-2 Plan is intended to reduce regulatory
duplication for firms that are common members of both NSX and
FINRA.\10\ Pursuant to the proposed 17d-2 Plan, FINRA would assume
certain examination and enforcement responsibilities for common members
with respect to certain applicable laws, rules, and regulations.
---------------------------------------------------------------------------
\10\ The proposed 17d-2 Plan refers to these common members as
``Dual Members.'' See Paragraph 1(c) of the proposed 17d-2 Plan.
---------------------------------------------------------------------------
The text of the Plan delineates the proposed regulatory
responsibilities with respect to the Parties. Included in the proposed
Plan is an exhibit (the ``National Stock Exchange (``NSX'') Rules
Certification for 17d-2 Agreement with FINRA,'' referred to herein as
the ``Certification'') that lists every NSX rule, and select federal
securities laws, rules, and regulations, for which FINRA would bear
responsibility under the Plan for overseeing and enforcing with respect
to NSX members that are also members of FINRA and the associated
persons therewith (``Dual Members'').
Specifically, under the 17d-2 Plan, FINRA would assume examination
and enforcement responsibility relating to compliance by Dual Members
with the rules of NSX that are substantially similar to the applicable
rules of FINRA,\11\ as well as any provisions of the federal securities
laws and the rules and regulations thereunder delineated in the
Certification (``Common Rules''). In the event that a Dual Member is
the subject of an investigation relating to a transaction on NSX, the
plan acknowledges that NSX may, in its discretion, exercise concurrent
jurisdiction and responsibility for such matter.\12\
---------------------------------------------------------------------------
\11\ See paragraph 1(b) of the proposed 17d-2 Plan (defining
Common Rules). See also paragraph 1(f) of the proposed 17d-2 Plan
(defining Regulatory Responsibilities). Paragraph 2 of the Plan
provides that annually, or more frequently as required by changes in
either NSX rules or FINRA rules, the parties shall review and
update, if necessary, the list of Common Rules. Further, paragraph 3
of the Plan provides that NSX shall furnish FINRA with a list of
Dual Members, and shall update the list no less frequently than once
each calendar quarter.
\12\ See paragraph 6 of the proposed 17d-2 Plan.
---------------------------------------------------------------------------
Under the Plan, NSX would retain full responsibility for
surveillance and enforcement with respect to trading activities or
practices involving NSX's own marketplace, including, without
limitation, registration pursuant to its applicable rules of associated
persons (i.e., registration rules that are not Common Rules); its
duties as a DEA pursuant to Rule 17d-1 under the Act; and any NSX rules
that are not Common Rules.\13\
---------------------------------------------------------------------------
\13\ See paragraph 2 of the proposed 17d-2 Plan.
---------------------------------------------------------------------------
The text of the proposed 17d-2 Plan is as follows:
Agreement Between Financial Industry Regulatory Authority, Inc. and
National Stock Exchange, Inc. Pursuant to Rule 17d-2 Under the
Securities Exchange Act of 1934
This Agreement, by and between the Financial Industry Regulatory
Authority, Inc. (``FINRA'') and the National Stock Exchange, Inc.
(``NSX''), is made this 22nd day of December, 2015 (the ``Agreement''),
pursuant to Section 17(d) of the Securities Exchange Act of 1934, as
amended (the ``Exchange Act'') and Rule 17d-2 thereunder, which permits
agreements between self-regulatory organizations to allocate regulatory
responsibility to eliminate regulatory duplication. FINRA and NSX may
be referred to individually as a ``party'' and together as the
``parties.''
This Agreement replaces and restates the agreement entered into
between the parties on June 20, 1977 as amended, entitled ``Agreement
Between the National Association of Securities Dealers, Inc. and the
Cincinnati Stock Exchange Pursuant to SEC Rule 17d-2 Under the
Securities Exchange Act of 1934,'' and any subsequent amendments
thereafter.
WHEREAS, FINRA and NSX desire to reduce duplication in the
examination of their Dual Members (as defined herein) and in the filing
and processing of certain registration and membership records; and
WHEREAS, FINRA and NSX desire to execute an agreement covering such
subjects pursuant to the provisions of Rule 17d-2 under the Exchange
Act and to file such agreement with the Securities and Exchange
Commission (the ``SEC'' or ``Commission'') for its approval.
NOW, THEREFORE, in consideration of the mutual covenants contained
hereinafter, FINRA and NSX hereby agree as follows:
1. Definitions. Unless otherwise defined in this Agreement or the
context otherwise requires, the terms used in this Agreement shall have
the same meaning as they have under the Exchange Act and the rules and
regulations thereunder. As used in this Agreement, the following terms
shall have the following meanings:
(a) ``NSX Rules'' or ``FINRA Rules'' shall mean: (i) The rules of
NSX or (ii) the rules of FINRA, respectively, as the rules of an
exchange or association are defined in Exchange Act Section 3(a)(27).
(b) ``Common Rules'' shall mean NSX Rules that are substantially
similar to the applicable FINRA Rules and certain provisions of the
Exchange Act and SEC rules set forth on Exhibit 1 in that examination
for compliance with such provisions and rules would not require FINRA
to develop one or more new examination standards, modules, procedures,
or criteria in order to analyze the application of the provision or
rule, or a Dual Member's activity, conduct, or output in relation to
such provision or rule; provided, however Common Rules shall not
include the application of the SEC, NSX or FINRA rules as they pertain
to violations of insider trading activities, which is covered by a
separate 17d-2 Agreement by and among the NSX Exchange, Inc., NSX Y-
Exchange, Inc., Chicago Board Options Exchange, Inc., Chicago Stock
[[Page 1973]]
Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial
Industry Regulatory Authority, Inc., NASDAQ OMX BX, Inc., NASDAQ OMX
PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc.,
New York Stock Exchange LLC, NYSE Amex LLC, NYSE Arca, Inc., and NYSE
Regulation, Inc., approved by the SEC on December 16, 2011 as the same
may be amended from time to time.
(c) ``Dual Members'' shall mean those NSX members that are also
members of FINRA and the associated persons therewith.
(d) ``Effective Date'' shall be the date this Agreement is approved
by the Commission.
(e) ``Enforcement Responsibilities'' shall mean the conduct of
appropriate proceedings, in accordance with FINRA's Code of Procedure
(the Rule 9000 Series) and other applicable FINRA procedural rules, to
determine whether violations of Common Rules have occurred, and if such
violations are deemed to have occurred, the imposition of appropriate
sanctions as specified under FINRA's Code of Procedure and sanctions
guidelines.
(f) ``Regulatory Responsibilities'' shall mean the examination
responsibilities and Enforcement Responsibilities relating to
compliance by the Dual Members with the Common Rules and the provisions
of the Exchange Act and the rules and regulations thereunder, and other
applicable laws, rules and regulations, each as set forth on Exhibit 1
attached hereto.
2. Regulatory and Enforcement Responsibilities. FINRA shall assume
Regulatory Responsibilities and Enforcement Responsibilities for Dual
Members. Attached as Exhibit 1 to this Agreement and made part hereof,
NSX furnished FINRA with a current list of Common Rules and certified
to FINRA that such rules that are NSX Rules are substantially similar
to the corresponding FINRA Rules (the ``Certification''). FINRA hereby
agrees that the rules listed in the Certification are Common Rules as
defined in this Agreement. Each year following the Effective Date of
this Agreement, or more frequently if required by changes in either the
rules of NSX or FINRA, NSX shall submit an updated list of Common Rules
to FINRA for review which shall add NSX Rules not included in the
current list of Common Rules that qualify as Common Rules as defined in
this Agreement; delete NSX Rules included in the current list of Common
Rules that no longer qualify as Common Rules as defined in this
Agreement; and confirm that the remaining rules on the current list of
Common Rules continue to be NSX Rules that qualify as Common Rules as
defined in this Agreement. Within 30 days of receipt of such updated
list, FINRA shall confirm in writing whether the rules listed in any
updated list are Common Rules as defined in this Agreement.
Notwithstanding anything herein to the contrary, it is explicitly
understood that the term ``Regulatory Responsibilities'' does not
include, and NSX shall retain full responsibility for (unless otherwise
addressed by separate agreement or rule) (collectively, the ``Retained
Responsibilities'') the following:
(a) Surveillance, examination, investigation and enforcement with
respect to trading activities or practices involving NSX's own
marketplace;
(b) registration pursuant to its applicable rules of associated
persons (i.e., registration rules that are not Common Rules);
(c) discharge of its duties and obligations as a Designated
Examining Authority pursuant to Rule 17d-1 under the Exchange Act; and
(d) any NSX Rules that are not Common Rules.
3. Dual Members. Prior to the Effective Date, NSX shall furnish
FINRA with a current list of Dual Members, which shall be updated no
less frequently than once each quarter.
4. No Charge. There shall be no charge to NSX by FINRA for
performing the Regulatory Responsibilities and Enforcement
Responsibilities under this Agreement except as hereinafter provided.
FINRA shall provide NSX with ninety (90) days advance written notice in
the event FINRA decides to impose any charges to NSX for performing the
Regulatory Responsibilities under this Agreement. If FINRA determines
to impose a charge, NSX shall have the right at the time of the
imposition of such charge to terminate this Agreement; provided,
however, that FINRA's Regulatory Responsibilities under this Agreement
shall continue until the Commission approves the termination of this
Agreement.
5. Applicability of Certain Laws, Rules, Regulations or Orders.
Notwithstanding any provision hereof, this Agreement shall be subject
to any statute, or any rule or order of the Commission. To the extent
such statute, rule, order or action is inconsistent with this
Agreement, the statute, rule, order or action shall supersede the
provision(s) hereof to the extent necessary for them to be properly
effectuated and the provision(s) hereof in that respect shall be null
and void.
6. Notification of Violations.
(a) In the event that FINRA becomes aware of apparent violations of
any NSX Rules, which are not listed as Common Rules, discovered
pursuant to the performance of the Regulatory Responsibilities assumed
hereunder, FINRA shall notify NSX of those apparent violations for such
response as NSX deems appropriate.
(b) In the event that NSX becomes aware of apparent violations of
any Common Rules, discovered pursuant to the performance of the
Retained Responsibilities, NSX shall notify FINRA of those apparent
violations and such matters shall be handled by FINRA as provided in
this Agreement.
(c) Apparent violations of Common Rules shall be processed by, and
enforcement proceedings in respect thereto shall be conducted by FINRA
as provided hereinbefore; provided, however, that in the event a Dual
Member is the subject of an investigation relating to a transaction on
NSX, NSX may in its discretion assume concurrent jurisdiction and
responsibility.
(d) Each party agrees to make available promptly all files, records
and witnesses necessary to assist the other in its investigation or
proceedings.
7. Continued Assistance.
(a) FINRA shall make available to NSX all information obtained by
FINRA in the performance by it of the Regulatory Responsibilities
hereunder with respect to the Dual Members subject to this Agreement.
In particular, and not in limitation of the foregoing, FINRA shall
furnish NSX any information it obtains about Dual Members which
reflects adversely on their financial condition. NSX shall make
available to FINRA any information coming to its attention that
reflects adversely on the financial condition of Dual Members or
indicates possible violations of applicable laws, rules or regulations
by such firms.
(b) The parties agree that documents or information shared shall be
held in confidence, and used only for the purposes of carrying out
their respective regulatory obligations. Neither party shall assert
regulatory or other privileges as against the other with respect to
documents or information that is required to be shared pursuant to this
Agreement.
(c) The sharing of documents or information between the parties
pursuant to this Agreement shall not be deemed a waiver as against
third parties of regulatory or other privileges relating to the
discovery of documents or information.
8. Statutory Disqualifications. When FINRA becomes aware of a
statutory
[[Page 1974]]
disqualification as defined in the Exchange Act with respect to a Dual
Member, FINRA shall determine pursuant to Sections 15A(g) and/or
Section 6(c) of the Exchange Act the acceptability or continued
applicability of the person to whom such disqualification applies and
keep NSX advised of its actions in this regard for such subsequent
proceedings as NSX may initiate.
9. Customer Complaints. NSX shall forward to FINRA copies of all
customer complaints involving Dual Members received by NSX relating to
FINRA's Regulatory Responsibilities under this Agreement. It shall be
FINRA's responsibility to review and take appropriate action in respect
to such complaints.
10. Advertising. FINRA shall assume responsibility to review the
advertising of Dual Members subject to the Agreement, provided that
such material is filed with FINRA in accordance with FINRA's filing
procedures and is accompanied with any applicable filing fees set forth
in FINRA Rules.
11. No Restrictions on Regulatory Action. Nothing contained in this
Agreement shall restrict or in any way encumber the right of either
party to conduct its own independent or concurrent investigation,
examination or enforcement proceeding of or against Dual Members, as
either party, in its sole discretion, shall deem appropriate or
necessary.
12. Termination. This Agreement may be terminated by NSX or FINRA
at any time upon the approval of the Commission after one (1) year's
written notice to the other party, except as provided in paragraph 4.
13. Arbitration. In the event of a dispute between the parties as
to the operation of this Agreement, NSX and FINRA hereby agree that any
such dispute shall be settled by arbitration in Washington, DC in
accordance with the rules of the American Arbitration Association then
in effect, or such other procedures as the parties may mutually agree
upon. Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction. Each party acknowledges that
the timely and complete performance of its obligations pursuant to this
Agreement is critical to the business and operations of the other
party. In the event of a dispute between the parties, the parties shall
continue to perform their respective obligations under this Agreement
in good faith during the resolution of such dispute unless and until
this Agreement is terminated in accordance with its provisions. Nothing
in this Section 13 shall interfere with a party's right to terminate
this Agreement as set forth herein.
14. Separate Agreement. This Agreement is wholly separate from the
following agreements: (1) The multiparty agreement for insider trading
activities, which is covered by a separate 17d-2 Agreement by and among
NSX Exchange, Inc., NSX-Y Exchange, Inc., Chicago Board Options
Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange
Inc., EDGX Exchange Inc., Financial Industry Regulatory Authority,
Inc., NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market
LLC, National Stock Exchange, Inc., New York Stock Exchange, LLC, NYSE
Amex LLC, and NYSE Arca Inc. effective December 16, 2011, as may be
amended from time to time and (2) the multiparty 17d-2 agreement
relating to Regulation NMS rules by and among NSX Exchange, Inc., NSX-Y
Exchange, Inc., BOX Options Exchange LLC, Chicago Board Options
Exchange, Incorporated, C2 Options Exchange, Incorporated, Chicago
Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., FINRA,
International Securities Exchange, LLC, ISE Gemini, LLC, Miami
International Securities Exchange, LLC, The NASDAQ Stock Market LLC,
NASDAQ OMX BOX, Inc., NASDAQ OMX PHLX, Inc., National Stock Exchange,
Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.
effective October 29, 2015 as may be amended from time to time.
15. Notification of Members. NSX and FINRA shall notify Dual
Members of this Agreement after the Effective Date by means of a
uniform joint notice.
16. Amendment. This Agreement may be amended in writing duly
approved by each party. All such amendments must be filed with and
approved by the Commission before they become effective.
17. Limitation of Liability. Neither FINRA nor NSX nor any of their
respective directors, governors, officers or employees shall be liable
to the other party to this Agreement for any liability, loss or damage
resulting from or claimed to have resulted from any delays,
inaccuracies, errors or omissions with respect to the provision of
Regulatory Responsibilities as provided hereby or for the failure to
provide any such responsibility, except with respect to such liability,
loss or damages as shall have been suffered by one or the other of
FINRA or NSX and caused by the willful misconduct of the other party or
their respective directors, governors, officers or employees. No
warranties, express or implied, are made by FINRA or NSX with respect
to any of the responsibilities to be performed by each of them
hereunder.
18. Relief from Responsibility. Pursuant to Sections 17(d)(1)(A)
and 19(g) of the Exchange Act and Rule 17d-2 thereunder, FINRA and NSX
join in requesting the Commission, upon its approval of this Agreement
or any part thereof, to relieve NSX of any and all responsibilities
with respect to matters allocated to FINRA pursuant to this Agreement;
provided, however, that this Agreement shall not be effective until the
Effective Date.
19. Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the
validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.
20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and such
counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each party has executed or caused this
Agreement to be executed on its behalf by a duly authorized officer as
of the date first written above.
FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.
By Name:---------------------------------------------------------------
Title:
NATIONAL STOCK EXCHANGE, INC.
By Name:---------------------------------------------------------------
Title:
EXHIBIT 1
National Stock Exchange (``NSX'') Rules Certification for 17d-2
Agreement With FINRA
NSX hereby certifies that the requirements contained in the rules
listed below are identical to, or substantially similar to, the
comparable FINRA Rule, NASD Rule, Exchange Act provision or SEC rule
identified (``Common Rules'').
[[Page 1975]]
------------------------------------------------------------------------
Finra Rule, NASD Rule, Exchange
NSX Rule: Act Provision or SEC Rule:
------------------------------------------------------------------------
Rule 3.1 Business Conduct of Members*.. FINRA Rule 2010 Standards of
Commercial Honor and
Principles of Trade.* \1\
Rule 3.2 Violations Prohibited*........ FINRA Rule 2010 Standards of
Commercial Honor and
Principles of Trade and FINRA
Rule 3110 Supervision.* \2\
Rule 3.3 Use of Fraudulent Devices*.... FINRA Rule 2020 Use of
Manipulative, Deceptive or
Other Fraudulent Device.*
Rule 3.5(a) Advertising Practices...... FINRA Rule 2210(d)(1)(B)
Communications with the
Public.
Rule 3.5(c) Advertising Practices...... FINRA Rule 2210(d)(1)
Communications with the
Public.
Rule 3.5(g) Advertising Practices...... FINRA Rule 2210(d)(1)(B)
Communications with the
Public.
Rule 3.5(h) Advertising Practices...... FINRA Rule 2210(d)(1)(B)
Communications with the
Public.
Rule 3.6 Fair Dealing with Customers... FINRA Rule 2020 Use of
Manipulative, Deceptive or
Other Fraudulent Device and
FINRA Rule 2111
Suitability.\3\
Rule 3.7(a) and .01 Recommendations to FINRA Rule 2111 Suitability.
Customers.
Rule 3.8(a) The Prompt Receipt and FINRA Rule 11860 COD Orders.
Delivery of Securities.
Rule 3.9 Charges for Services Performed FINRA Rule 2122 Charges for
Services Performed.
Rule 3.10 Use of Information........... FINRA Rule 2060 Use of
Information Obtained in
Fiduciary Capacity.
Rule 3.11 Publication of Transactions FINRA Rule 5210 Publication of
and Quotations. Transactions and Quotations.
\4\
Rule 3.12 Offers at Stated Prices...... FINRA Rule 5220 Offers at
Stated Prices.
Rule 3.13 Payment Designed to Influence FINRA Rule 5230 Payments
Market Prices, Other than Paid Involving Publications that
Advertising. Influence the Market Price of
a Security. \5\
Rule 3.14 Disclosure on Confirmations.. FINRA Rule 2232(a) Customer
Confirmations and SEC Rule 10b-
10 Confirmation of
Transactions.
Rule 3.15 Disclosure of Control........ FINRA Rule 2262 Disclosure of
Control Relationship With
Issuer.
Rule 3.16 Discretionary Accounts....... NASD Rule 2510 Discretionary
Accounts. \6\
Rule 3.17 Customer's Securities or FINRA Rule 2150(a) Customers'
Funds. Securities or Funds--Improper
Use.
Rule 3.18 Prohibition Against FINRA Rule 2150(b) Customers'
Guarantees. Securities or Funds--
Prohibition Against
Guarantees.
Rule 3.19 Sharing in Accounts; Extent FINRA Rule 2150(c)(1)
Permissible. Customers' Securities or
Funds--Sharing in Accounts;
Extent Permissible.
Rule 3.21 Telephone Solicitation....... FINRA Rule 3230 Telemarketing.
Rule 4.1 Requirements*................. FINRA Rule 4511 General
Requirements.* \7\
Rule 4.3 Record of Written Complaints.. FINRA Rule 4513 Records of
Written.
Rule 5.1 Written Procedures*........... FINRA Rule 3110(b) Supervision--
Written Procedures.* \8\
Rule 5.2 Responsibility of Members..... FINRA Rule 3110(a) and (b)(7)
Supervision.*
Rule 5.3 Records*...................... FINRA Rule 3110(a)
Supervision.*
Rule 5.4 Review of Activities.......... FINRA Rule 3110(c) and (d)
Supervision--Internal
Inspections/Review of
Transactions and
Correspondence.* \9\
Rule 5.6 Anti-Money Laundering FINRA Rule 3310 Anti-Money
Compliance Program. Laundering Compliance
Program.\10\
Rule 5.7 Annual Certification of FINRA Rule 3130 Annual
Compliance and Supervisory Processes. Certification of Compliance
and Supervisory Processes.\11\
Rule 11.1(c) Hours of Trading.......... FINRA Rule 2265 Extended Hours
Trading Risk Disclosure.
Rule 11.21(b) Short Sales.............. FINRA Rule 6182 Trade Reporting
of Short Sales.\11\
Rule 11.22 Locking or Crossing FINRA Rule 6240 Prohibition
Quotations in NMS Stocks. from Locking or Crossing
Quotation in NMS Stocks.
Rule 11.24 Limit Up-Limit Down......... FINRA Rule 6190(a)(1) and (2)
Compliance with Regulation NMS
Plan to Address Extraordinary
Market Volatility.
Rule 12.10 Best Execution.............. FINRA Rule 5310 Best Execution
and Interpositioning.\12\
Rule 13.2 Failure to Deliver and Regulation SHO Rule 200 and
Failure to Receive \13\. 203.
------------------------------------------------------------------------
\1\ FINRA shall not have Regulatory Responsibilities regarding .01 of
NSX Rule 3.1.
\2\ FINRA shall only have Regulatory Responsibilities regarding the
first phrase of the NSX rule regarding prohibitions from violating the
Securities Exchange Act of 1934 and the rules and regulations
thereunder; responsibility for the remainder of the rule shall remain
with NSX.
\3\ FINRA shall not have Regulatory Responsibilities regarding .01 of
NSX Rule 3.6.
\4\ FINRA shall not have Regulatory Responsibilities with regard to the
requirement to report to NSX.
\5\ FINRA shall not have Regulatory Responsibilities with regard to the
prohibitions set forth under subsection (a) of FINRA Rule 5230 to the
extent subsections (b)(2) or (b)(3) of the rule apply.
\6\ FINRA shall not have Regulatory Responsibilities for the NSX rule to
the extent the exception in FINRA Rule 2510(d)(2) applies.
\7\ FINRA shall not have Regulatory Responsibilities regarding
requirements to keep records ``in conformity with . . . Exchange
Rules;'' responsibility for such requirement remains with NSX.
\8\ FINRA shall not have Regulatory Responsibilities regarding
requirements to assure compliance with Exchange Rules; responsibility
for such requirement remains with NSX.
\9\ FINRA shall not have Regulatory Responsibilities regarding the NSX
requirement to annually inspect each office of the ETP Holder (other
than as required by the FINRA rule to annually inspect each OSJ and
any branch office that supervises one or more non-branch locations).
\10\ FINRA shall not have Regulatory Responsibilities regarding
notification to NSX.
\11\ FINRA shall not have Regulatory Responsibilities regarding
certification as to compliance with NSX rules, the requirement that
the certification be delivered to NSX, and the requirement that the
report is titled in a manner indicating that it is responsive to NSX
Rule 5.7.
\12\ FINRA shall not have Regulatory Responsibilities regarding .01 of
NSX Rule 12.10.
\13\ FINRA shall only have Regulatory Responsibilities regarding Rules
200 and 203 of Regulation SHO.
* FINRA shall not have any Regulatory Responsibilities for these rules
as they pertain to violations of insider trading activities, which is
covered by a separate 17d-2 Agreement by and among NSX Exchange, Inc.,
NSX-Y Exchange, Inc., Chicago Board Options Exchange, Incorporated,
Chicago Stock Exchange, Inc., EDGA Exchange Inc., EDGX Exchange Inc.,
Financial Industry Regulatory Authority, Inc., NASDAQ OMX BX, Inc.,
NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock
Exchange, Inc., New York Stock Exchange, LLC, NYSE Amex LLC, and NYSE
Arca Inc. effective December 16, 2011, as may be amended from time to
time.
[[Page 1976]]
In addition, the following provisions shall be part of this 17d-2
Agreement:
Securities Exchange Act of 1934:
Section 15(f)
* * * * *
III. Date of Effectiveness of the Proposed Plan and Timing for
Commission Action
Pursuant to Section 17(d)(1) of the Act \14\ and Rule 17d-2
thereunder,\15\ after January 29, 2016, the Commission may, by written
notice, declare the plan submitted by NSX and FINRA, File No. 4-694, to
be effective if the Commission finds that the plan is necessary or
appropriate in the public interest and for the protection of investors,
to foster cooperation and coordination among self-regulatory
organizations, or to remove impediments to and foster the development
of the national market system and a national system for the clearance
and settlement of securities transactions and in conformity with the
factors set forth in Section 17(d) of the Act.
---------------------------------------------------------------------------
\14\ 15 U.S.C. 78q(d)(1).
\15\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------
IV. Solicitation of Comments
In order to assist the Commission in determining whether to approve
the proposed 17d-2 Plan and to relieve NSX of the responsibilities
which would be assigned to FINRA, interested persons are invited to
submit written data, views, and arguments concerning the foregoing.
Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/other.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number 4-694 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, Station Place, 100 F Street NE., Washington,
DC 20549-1090.
All submissions should refer to File Number 4-694. 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/other.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed plan that are filed with the
Commission, and all written communications relating to the proposed
plan between the Commission and any person, other than those that may
be withheld from the public in accordance with the provisions of 5
U.S.C. 552, will be available for Web site viewing and printing in the
Commission's Public Reference Room, on official business days between
the hours of 10:00 a.m. and 3:00 p.m. Copies of the plan also will be
available for inspection and copying at the principal offices of NSX
and FINRA. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number 4-694
and should be submitted on or before January 29, 2016.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
Robert W. Errett,
Deputy Secretary.
---------------------------------------------------------------------------
\16\ 17 CFR 200.30-3(a)(34).
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[FR Doc. 2016-00567 Filed 1-13-16; 8:45 am]
BILLING CODE 8011-01-P
