Justia Agencies And Commissions Securities And Exchange Commission Program for Allocation of Regulatory Responsibilities Pursuant to Rule17d-2; Notice of Filing and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Among NYSE American LLC, Cboe BZX Exchange, Inc., the Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Nasdaq ISE, LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., The NASDAQ Stock Market LLC, BOX Exchange LLC, NASDAQ BX, Inc., NASDAQ PHLX LLC, Miami International Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC, MIAX PEARL, LLC, and MIAX Emerald, LLC Concerning Options-Related Market Surveillance, 4871-4878 [2019-02595]

Program for Allocation of Regulatory Responsibilities Pursuant to Rule17d-2; Notice of Filing and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Among NYSE American LLC, Cboe BZX Exchange, Inc., the Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Nasdaq ISE, LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., The NASDAQ Stock Market LLC, BOX Exchange LLC, NASDAQ BX, Inc., NASDAQ PHLX LLC, Miami International Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC, MIAX PEARL, LLC, and MIAX Emerald, LLC Concerning Options-Related Market Surveillance, 4871-4878 [2019-02595]

Download as PDF Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices Securities is not disseminated publicly. For these reasons, the Commission hereby waives the 30-day operative delay requirement and designates the proposed rule change as operative upon filing.15 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is 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 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: tkelley on DSKBCP9HB2PROD with NOTICES 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 SR– FINRA–2019–002 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–FINRA–2019–002. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (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 15 For purposes only of waiving the 30-day operative delay, the Commission also has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of FINRA. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–FINRA– 2019–002 and should be submitted on or before March 12, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 Eduardo Aleman, Deputy Secretary. [FR Doc. 2019–02609 Filed 2–15–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–85097; File No. 4–551] 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 American LLC, Cboe BZX Exchange, Inc., the Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Nasdaq ISE, LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., The NASDAQ Stock Market LLC, BOX Exchange LLC, NASDAQ BX, Inc., NASDAQ PHLX LLC, Miami International Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC, MIAX PEARL, LLC, and MIAX Emerald, LLC Concerning Options-Related Market Surveillance February 11, 2019. 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 January 8, 2019, pursuant to Rule 17d–2 of the Act,2 by 16 17 CFR 200.30–3(a)(12). U.S.C. 78q(d). 2 17 CFR 240.17d–2. 1 15 PO 00000 Frm 00109 Fmt 4703 Sfmt 4703 4871 NYSE American LLC (‘‘NYSE American’’), Cboe BZX Exchange, Inc., (‘‘BZX’’), the Cboe EDGX Exchange, Inc. (‘‘EDGX’’), Cboe C2 Exchange, Inc. (‘‘C2’’), Cboe Exchange, Inc. (‘‘Cboe’’), Nasdaq ISE, LLC (‘‘ISE’’), Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), NYSE Arca, Inc. (‘‘Arca’’), The NASDAQ Stock Market LLC (‘‘Nasdaq’’), BOX Exchange LLC (‘‘BOX’’), NASDAQ BX, Inc. (‘‘BX’’), NASDAQ PHLX LLC (‘‘PHLX’’), Miami International Securities Exchange, LLC (‘‘MIAX’’), Nasdaq GEMX, LLC (‘‘Gemini’’), Nasdaq MRX, LLC (‘‘Mercury’’), MIAX PEARL, LLC (‘‘MIAX PEARL’’), and MIAX Emerald, LLC (MIAX Emerald) (collectively, ‘‘Participating Organizations’’ or ‘‘parties’’). I. Introduction Section 19(g)(1) of the Act,3 among other things, requires every selfregulatory organization (‘‘SRO’’) registered as either a national securities exchange or national securities association to examine for, and enforce compliance by, its members and persons associated with its members with the Act, the rules and regulations thereunder, and the SRO’s own rules, unless the SRO is relieved of this responsibility pursuant to Section 17(d) 4 or Section 19(g)(2) 5 of the Act. Without this relief, the statutory obligation of each individual SRO could result in a pattern of multiple examinations of broker-dealers that maintain memberships in more than one SRO (‘‘common members’’). Such regulatory duplication would add unnecessary expenses for common members and their SROs. Section 17(d)(1) of the Act 6 was intended, in part, to eliminate unnecessary multiple examinations and regulatory duplication.7 With respect to a common member, Section 17(d)(1) authorizes the Commission, by rule or order, to relieve an SRO of the responsibility to receive regulatory reports, to examine for and enforce compliance with applicable statutes, rules, and regulations, or to perform other specified regulatory functions. To implement Section 17(d)(1), the Commission adopted two rules: Rule 3 15 U.S.C. 78s(g)(1). U.S.C. 78q(d). 5 15 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). 4 15 E:\FR\FM\19FEN1.SGM 19FEN1 4872 Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices 17d–1 and Rule 17d–2 under the Act.8 Rule 17d–1 authorizes the Commission to name a single SRO as the designated examining authority (‘‘DEA’’) to examine common members for compliance with the financial responsibility requirements imposed by the Act, or by Commission or SRO rules.9 When an SRO has been named as a common member’s DEA, all other SROs to which the common member belongs are relieved of the responsibility to examine the firm for compliance with the applicable financial responsibility rules. On its face, Rule 17d–1 deals only with an SRO’s obligations to enforce member compliance with financial responsibility requirements. Rule 17d–1 does not relieve an SRO from its obligation to examine a common member for compliance with its own rules and provisions of the federal securities laws governing matters other than financial responsibility, including sales practices and trading activities and practices. To address regulatory duplication in these and other areas, the Commission adopted Rule 17d–2 under the Act.10 Rule 17d–2 permits SROs to propose joint plans for the allocation of regulatory responsibilities with respect to their common members. Under paragraph (c) of Rule 17d–2, the Commission may declare such a plan effective if, after providing for 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. tkelley on DSKBCP9HB2PROD with NOTICES II. The Plan On December 11, 2007, the Commission declared effective the Participating Organizations’ Plan for allocating regulatory responsibilities pursuant to Rule 17d–2.11 On April 11, 2008, the Commission approved an 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). 10 See Securities Exchange Act Release No. 12935 (October 28, 1976), 41 FR 49091 (November 8, 1976). 11 See Securities Exchange Act Release No. 56941 (December 11, 2007), 72 FR 71723 (December 18, 2007) (File No. 4–551). VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 amendment to the Plan to include NASDAQ as a participant.12 On October 9, 2008, the Commission approved an amendment to the Plan to clarify that the term Regulatory Responsibility for options position limits includes the examination responsibilities for the delta hedging exemption.13 On February 25, 2010, the Commission approved an 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, and the Boston Stock Exchange, Inc. to the NASDAQ OMX BX, Inc.14 On May 11, 2012, the Commission approved an amendment to the Plan to add BOX as a participant to the Plan.15 On December 5, 2012, the Commission approved an amendment to the Plan to add MIAX as a participant to the Plan.16 On July 26, 2013, the Commission approved an amendment to the Plan to add Topaz Exchange, LLC as a Participant to the Plan.17 On October 29, 2015, the Commission approved an amendment to add EDGX as a Participant to the Plan and to change the name of Topaz Exchange, LLC to ISE Gemini, LLC.18 On February 16, 2016, the Commission approved an amendment to add ISE Mercury, LLC as a Participant to the Plan.19 On February 2, 2017, the Commission approved an amendment to add MIAX PEARL as a Participant to the Plan.20 The Plan is designed to reduce regulatory duplication for common members by allocating regulatory responsibility for certain options-related market surveillance matters among the Participating Organizations. Generally, under the Plan, a Participating Organization will serve as the Designated Options Surveillance 12 See Securities Exchange Act Release No. 57649 (April 11, 2008), 73 FR 20976 (April 17, 2008) (File No. 4–551). 13 See Securities Exchange Act Release No. 58765 (October 9, 2008), 73 FR 62344 (October 20, 2008) (File No. 4–551). 14 See Securities Exchange Act Release No. 61588 (February 25, 2010), 75 FR 9970 (March 4, 2010) (File No. 4–551). 15 See Securities Exchange Act Release No. 66975 (May 11, 2012), 77 FR 29712 (May 18, 2010) (File No. 4–551). 16 See Securities Exchange Act Release No. 68362 (December 5, 2012), 77 FR 73719 (December 11, 2012) (File No. 4–551). 17 See Securities Exchange Act Release No. 70052 (July 26, 2013), 78 FR 46665 (August 1, 2013) (File No. 4–551). 18 See Securities Exchange Act Release No. 76310 (October 29, 2015), 80 FR 68354 (November 4, 2015) (File No. 4–551). 19 See Securities Exchange Act Release No. 77149 (February 16, 2016), 81 FR 8781 (February 22, 2016) (File No. 4–551). 20 See Securities Exchange Act Release No. 79930 (February 2, 2017), 82 FR 9807 (February 8, 2017) (File No. 4–551). PO 00000 Frm 00110 Fmt 4703 Sfmt 4703 Regulator (‘‘DOSR’’) for each common member assigned to it and will assume regulatory responsibility with respect to that common member’s compliance with applicable common rules for certain accounts. When an SRO has been named as a common member’s DOSR, all other SROs to which the common member belongs will be relieved of regulatory responsibility for that common member, pursuant to the terms of the Plan, with respect to the applicable common rules specified in Exhibit A to the Plan. III. Proposed Amendment to the Plan On January 8, 2019, the parties submitted a proposed amendment to the Plan. The primary purpose of the amendment is to add MIAX Emerald as a Participant to the Plan and to reflect name changes of certain Participating Organizations. The text of the proposed amended 17d-2 plan is as follows (additions are italicized; deletions are [bracketed]): * * * * * AGREEMENT BY AND AMONG NYSE [MKT]AMERICAN LLC, [BATS]CBOE BZX EXCHANGE, INC., CBOE EDGX EXCHANGE INC., BOX [OPTIONS] EXCHANGE LLC, NASDAQ BX, INC., CBOE C2 [OPTIONS] EXCHANGE, INC.[ORPORATED], CBOE [THE CHICAGO BOARD OPTIONS] EXCHANGE, INC.[ORPORATED], [THE INTERNATIONAL SECURITIES EXCHANGE]NASDAQ ISE, LLC, [ISE GEMINI]NASDAQ GEMX, LLC, [ISE MERCURY]NASDAQ MRX, LLC, FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC., NYSE ARCA, INC., THE NASDAQ STOCK MARKET LLC, NASDAQ PHLX LLC, MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC, [AND] MIAX PEARL, LLC, AND MIAX EMERALD, PURSUANT TO RULE 17d–2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 This agreement (this ‘‘Agreement’’), by and among NYSE [MKT]American LLC (‘‘[MKT]]NYSE American’’), [Bats]Cboe BZX Exchange, Inc., (‘‘[Bats]BZX’’), the [Bats]Cboe EDGX Exchange, Inc. (‘‘EDGX’’), [the]Cboe C2 [Options] Exchange, Inc.[orporated] (‘‘C2’’), Cboe[the Chicago Board Options] Exchange, Inc.[orporated] (‘‘[CBOE]Cboe’’), [the International Securities Exchange]Nasdaq ISE, LLC (‘‘ISE’’), Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), NYSE Arca, Inc. (‘‘Arca’’), The NASDAQ Stock Market LLC (‘‘Nasdaq’’), BOX [Options] Exchange LLC (‘‘BOX’’), NASDAQ BX, Inc. (‘‘BX’’), NASDAQ PHLX [Inc.]LLC (‘‘PHLX’’), Miami International E:\FR\FM\19FEN1.SGM 19FEN1 tkelley on DSKBCP9HB2PROD with NOTICES Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices Securities Exchange, LLC (‘‘MIAX’’), [ISE Gemini, LLC]Nasdaq GEMX, LLC (‘‘Gemini’’), [ISE Mercury]Nasdaq MRX, LLC (‘‘Mercury’’), [and] MIAX PEARL, LLC (‘‘MIAX PEARL’’), and MIAX Emerald, LLC (MIAX Emerald), is made this 10th day of October 2007, and as amended the 31st day of March 2008, the 1st day of October 2008, the 3rd day of February 2010, the 25th day of April 2012, and the 19th day of November 2012, and the 30th day of May 2013, and the 16th day of October 2015, and the 29th day of January 2016, [and] the 23rd day of January 2017, and the 8th day of January 2019, pursuant to Section 17(d) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and Rule 17d–2 thereunder (‘‘Rule 17d–2’’), which allows for a joint plan among self-regulatory organizations (‘‘SROs’’) to allocate regulatory obligations with respect to brokers or dealers that are members of two or more of the parties to this Agreement (‘‘Common Members’’). [MKT, Bats,]NYSE American, BZX, C2, [CBOE]Cboe, EDGX, [ISE] Gemini, ISE, [ISE] Mercury, FINRA, Arca, Nasdaq, BOX, BX, PHLX, MIAX, [and] MIAX PEARL, and MIAX Emerald, are collectively referred to herein as the ‘‘Participants’’ and individually, each a ‘‘Participant.’’ This Agreement shall be administered by a committee known as the Options Surveillance Group (the ‘‘OSG’’ or ‘‘Group’’), as described in Section V hereof. Unless defined in this Agreement or the context otherwise requires, the terms used herein shall have the meanings assigned thereto by the Exchange Act and the rules and regulations thereunder. WHEREAS, the Participants desire to eliminate regulatory duplication with respect to SRO market surveillance of Common Member 1 activities with regard to certain common rules relating to listed options (‘‘Options’’); and WHEREAS, for this purpose, the Participants desire to execute and file this Agreement with the Securities and Exchange Commission (the ‘‘SEC’’ or ‘‘Commission’’) pursuant to Rule 17d–2. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Participants agree as follows: I. Except as otherwise provided in this Agreement, each Participant shall assume Regulatory Responsibility (as defined below) for the Common Members that are allocated or assigned to such Participant in 1 In the case of the BX and BOX, members are those persons who are Options Participants (as defined in the BOX [Options] Exchange LLC Rules and NASDAQ BX, Inc. Rules). VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 accordance with the terms of this Agreement and shall be relieved of its Regulatory Responsibility as to the remaining Common Members. For purposes of this Agreement, a Participant shall be considered to be the II. Designated Options Surveillance Regulator (‘‘DOSR’’) for each Common Member that is allocated to it in accordance with Section VII. III. As used in this Agreement, the term ‘‘Regulatory Responsibility’’ shall mean surveillance, investigation and enforcement responsibilities relating to compliance by the Common Members with such Options rules of the Participants as the Participants shall determine are substantially similar and shall approve from time to time, insofar as such rules relate to market surveillance (collectively, the ‘‘Common Rules’’). For the purposes of this Agreement the list of Common Rules is attached as Exhibit A hereto, which may only be amended upon unanimous written agreement by the Participants. The DOSR assigned to each Common Member shall assume Regulatory Responsibility with regard to that Common Member’s compliance with the applicable Common Rules for certain accounts.2 A DOSR may perform its Regulatory Responsibility or enter an agreement to transfer or assign such responsibilities to a national securities exchange registered with the SEC under Section 6(a) of the Exchange Act or a national securities association registered with the SEC under Section 15A of the Exchange Act. A DOSR may not transfer or assign its Regulatory Responsibility to an association registered for the limited purpose of regulating the activities of members who are registered as brokers or dealers in security futures products. The term ‘‘Regulatory Responsibility’’ does not include, and each Participant shall retain full responsibility with respect to: (a) surveillance, investigative and enforcement responsibilities other than those included in the definition of Regulatory Responsibility; (a) any aspects of the rules of a Participant that are not 2 Certain accounts shall include customer (‘‘C’’ as classified by the Options Clearing Corporation (‘‘OCC’’)) and firm (‘‘F’’ as classified by OCC) accounts, as well as other accounts, such as market maker accounts as the Participants shall, from time to time, identify as appropriate to review. PO 00000 Frm 00111 Fmt 4703 Sfmt 4703 4873 substantially similar to the Common Rules or that are allocated for a separate surveillance purpose under any other agreement made pursuant to Rule 17d–2. Any such aspects of a Common Rule will be noted as excluded on Exhibit A. With respect to options position limits, the term Regulatory Responsibility shall include examination responsibilities for the delta hedging exemption. Specifically, the Participants intend that FINRA will conduct examinations for delta hedging for all Common Members that are members of FINRA notwithstanding the fact that FINRA’s position limit rule is, in some cases, limited to only firms that are not members of an options exchange (i.e., access members). In such cases, FINRA’s examinations for delta hedging options position limit violations will be for the identical or substantively similar position limit rule(s) of the other Participant(s). Examinations for delta hedging for Common Members that are nonFINRA members will be conducted by the same Participant conducting position limit surveillance. The allocation of Common Members to DOSRs for surveillance of compliance with options position limits and other agreed to Common Rules is provided in Exhibit B. The allocation of Common Members to DOSRs for examinations of the delta hedging exemption under the options position limits rules is provided in Exhibit C. III. Each year within 30 days of the anniversary date of the commencement of operation of this Agreement, or more frequently if required by changes in the rules of a Participant, each Participant shall submit to the other Participants, through the Chair of the OSG, an updated list of Common Rules for review. This updated list may add Common Rules to Exhibit A, shall delete from Exhibit A rules of that Participant that are no longer identical or substantially similar to the Common Rules, and shall confirm that the remaining rules of the Participant included on Exhibit A continue to be identically or substantially similar to the Common Rules. Within 30 days from the date that each Participant has received revisions to Exhibit A from the Chair of the OSG, each Participant shall confirm in writing to the Chair of the OSG whether that Participant’s rules listed in Exhibit A are Common Rules. E:\FR\FM\19FEN1.SGM 19FEN1 tkelley on DSKBCP9HB2PROD with NOTICES 4874 Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices IV. Apparent violation of another Participant’s rules discovered by a DOSR, but which rules are not within the scope of the discovering DOSR’s Regulatory Responsibility, shall be referred to the relevant Participant for such action as is deemed appropriate by that Participant. Notwithstanding the foregoing, nothing contained herein shall preclude a DOSR in its discretion from requesting that another Participant conduct an investigative or enforcement proceeding (‘‘Proceeding’’) on a matter for which the requesting DOSR has Regulatory Responsibility. If such other Participant agrees, the Regulatory Responsibility in such case shall be deemed transferred to the accepting Participant and confirmed in writing by the Participants involved. Additionally, nothing in this Agreement shall prevent another Participant on whose market potential violative activity took place from conducting its own Proceeding on a matter. The Participant conducting the Proceeding shall advise the assigned DOSR. Each Participant agrees, upon request, to make available promptly all relevant files, records and/or witnesses necessary to assist another Participant in a Proceeding. V. The OSG shall be composed of one representative designated by each of the Participants (a ‘‘Representative’’). Each Participant shall also designate one or more persons as its alternate representative(s) (an ‘‘Alternate Representative’’). In the absence of the Representative, the Alternate Representative shall assume the powers, duties and responsibilities of the Representative. Each Participant may at any time replace its Representative and/or its Alternate Representative to the Group.3 A majority of the OSG shall constitute a quorum and, unless otherwise required, the affirmative vote of a majority of the Representatives present (in person, by telephone or by written consent) shall be necessary to constitute action by the Group. The Group will have a Chair, Vice Chair and Secretary. A different Participant will assume each position on a rotating basis for a one-year term. In the event that a Participant replaces a 3 A Participant must give notice to the Chair of the Group of such a change. VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 Representative who is acting as Chair, Vice Chair or Secretary, the newly appointed Representative shall assume the position of Chair, Vice Chair, or Secretary (as applicable) vacated by the Participant’s former Representative. In the event a Participant cannot fulfill its duties as Chair, the Participant serving as Vice Chair shall substitute for the Chair and complete the subject unfulfilled term. All notices and other communications for the OSG are to be sent in care of the Chair and, as appropriate, to each Representative. VI. The OSG shall determine the times and locations of Group meetings, provided that the Chair, acting alone, may also call a meeting of the Group 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 to the meeting date. Representatives shall always be given the option of participating in any meeting telephonically at their own expense rather than in person. VII. No less frequently than every two years, in such manner as the Group deems appropriate, the OSG shall allocate Common Members that conduct an Options business among the Participants (‘‘Allocation’’), and the Participant to which a Common Member is allocated will serve as the DOSR for that Common Member. Any Allocation shall be based on the following principles, except to the extent all affected Participants consent to one or more different principles: (a) The OSG may not allocate a Common Member to a Participant unless the Common Member is a member of that Participant. (b) To the extent practicable, Common Members that conduct an Options business shall be allocated among the Participants of which they are members in such manner as to equalize as nearly as possible the allocation among such Participants, provided that no Common Members shall be allocated to FINRA. For example, if sixteen Common Members that conduct an Options business are members only of three Participants, none of which is FINRA, those Common Members shall be allocated among the three Participants such that no Participant is allocated more than six such members and no Participant is allocated less than five such members. If, in the previous example, one of the three PO 00000 Frm 00112 Fmt 4703 Sfmt 4703 Participants is FINRA, the sixteen Common Members would be allocated evenly between the remaining Participants, so that the two non-FINRA Participants would be allocated eight Common Members each. (c) To the extent practicable, Allocation shall take into account the amount of Options activity conducted by each Common Member in order to most evenly divide the Common Members with the largest amount of activity among the Participants of which they are members. Allocation will also take into account similar allocations pursuant to other plans or agreements to which the Common Members are party to maintain consistency in oversight of the Common Members.4 (d) To the extent practicable, Allocation of Common Members to Participants will be rotated among the applicable Participants such that a Common Member shall not be allocated to a Participant to which that Common Member was allocated within the previous two years. The assignment of DOSRs pursuant to the Allocation is attached as Exhibit B hereto, and will be updated from time to time to reflect Common Member Allocation changes. (e) The Group may reallocate Common Members from time-totime, as it deems appropriate. (f) Whenever a Common Member ceases to be a member of its DOSR, the DOSR shall promptly inform the Group, which shall review the matter and allocate the Common Member to another Participant. (g) A DOSR may request that a Common Member to which it is assigned be reallocated to another Participant by giving 30 days written notice to the Chair of the OSG. The Group, in its discretion, may approve such request and reallocate the Common Member to another Participant. (h) All determinations by the Group with respect to Allocation shall be made by the affirmative vote of a majority of the Participants that, at the time of such determination, share the applicable Common Member being allocated; a Participant shall not be entitled to vote on any Allocation relating to a Common Member unless the 4 For example, if one Participant was allocated a Common Member by another regulatory group that Participant would be assigned to be the DOSR of that Common Member, unless there is good cause not to make that assignment. E:\FR\FM\19FEN1.SGM 19FEN1 tkelley on DSKBCP9HB2PROD with NOTICES Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices Common Member is a member of such Participant. VIII. Each DOSR shall conduct routine surveillance reviews to detect violations of the applicable Common Rules by each Common Member allocated to it with a frequency (daily, weekly, monthly, quarterly, semi-annually or annually as noted on Exhibit A) not less than that determined by the Group. The other Participants agree that, upon request, relevant information in their respective files relative to a Common Member will be made available to the applicable DOSR. In addition, each Participant shall provide, to the extent not otherwise already provided, information pertaining to its surveillance program that would be relevant to FINRA or the Participant(s) conducting routine examinations for the delta hedging exemption. At each meeting of the OSG, each Participant shall be prepared to report on the status of its surveillance program for the previous quarter and any period prior thereto that has not previously been reported to the Group. In the event a DOSR believes it will not be able to complete its Regulatory Responsibility for its allocated Common Members, it will so advise the Group in writing promptly. The Group will undertake to remedy this situation by reallocating the subject Common Members among the remaining Participants. In such instance, the Group may determine to impose a regulatory fee for services provided to the DOSR that was unable to fulfill its Regulatory Responsibility. IX. Each Participant will, upon request, promptly furnish a copy of the report or applicable portions thereof relating to any investigation made pursuant to the provisions of this Agreement to each other Participant of which the Common Member under investigation is a member. X. Each Participant will routinely populate a common database, to be accessed by the Group relating to any formal regulatory action taken during the course of a Proceeding with respect to the Common Rules concerning a Common Member. 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, to any Participant to the attention of that Participant’s Representative, to the Participant’s principal place of business or by e- VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 mail at such address as the Representative shall have filed in writing with the Chair. XII. The costs incurred by each Participant in discharging its Regulatory Responsibility under this Agreement are not reimbursable. However, any of the Participants may agree that one or more will compensate the other(s) for costs incurred. XIII. The Participants shall notify the Common Members of this Agreement by means of a uniform joint notice approved by the Group. Each Participant will notify the Common Members that have been allocated to it that such Participant will serve as DOSR for that Common Member. XIV. This Agreement shall be effective upon approval of the Commission. This Agreement may only be amended in writing duly approved by each Participant. All amendments to this Agreement, excluding changes to Exhibits A, B and C, must be filed with and approved by the Commission. XV. Any Participant may manifest its intention to cancel its participation in this Agreement at any time upon providing written notice to (i) the Group six months prior to the date of such cancellation, or such other period as all the Participants may agree, and (ii) the Commission. Upon receipt of the notice the Group shall allocate, in accordance with the provisions of this Agreement, those Common Members for which the canceling Participant was the DOSR. The canceling Participant shall retain its Regulatory Responsibility and other rights, privileges and duties pursuant to this Agreement until the Group has completed the reallocation as described above, and the Commission has approved the cancellation. XVI. 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, or such other period as all the Participants may agree. Such termination will become effective upon Commission approval. PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 4875 XVII. Participation in the Group shall be strictly limited to the Participants and no other party shall have any right to attend or otherwise participate in the Group except with the unanimous approval of all Participants. Notwithstanding the foregoing, any national securities exchange registered with the SEC under Section 6(a) of the Act or any national securities association registered with the SEC under section 15A of the Act may become a Participant to this Agreement provided that: (i) such applicant has adopted rules substantially similar to the Common Rules, and received approval thereof from the SEC; (ii) such applicant has provided each Participant with a signed statement whereby the applicant agrees to be bound by the terms of this Agreement to the same effect as though it had originally signed this Agreement and (iii) an amended agreement reflecting the addition of such applicant as a Participant has been filed with and approved by the Commission. XVIII. This Agreement is wholly separate from the multiparty Agreement made pursuant to Rule 17d–2 by and among the NYSE MKT LLC, the Bats BZX Exchange, Inc., BOX Options Exchange, LLC, the C2 Options Exchange, Inc., the Chicago Board Options Exchange, Inc., the International Securities Exchange, LLC, Financial Industry Regulatory Authority, The NASDAQ Stock Market LLC, the New York Stock Exchange, LLC, the NYSE Arca, Inc., the NASDAQ BX, Inc., the NASDAQ PHLX LLC, Miami International Securities Exchange, LLC, ISE Gemini, LLC, ISE Mercury, LLC, [and] Bats EDGX Exchange, Inc., and MIAX PEARL LLC involving the allocation of regulatory responsibilities with respect to common members for compliance with common rules relating to the conduct by brokerdealers of accounts for listed options or index warrants entered into on [February 16, 2016,] January 23, 2017, and as may be amended from time to time. LIMITATION OF LIABILITY No Participant nor the Group 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 E:\FR\FM\19FEN1.SGM 19FEN1 4876 Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices Responsibility as provided hereby or for the failure to provide any such Regulatory 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 other Participants or its respective directors, governors, officers, employees or representatives. No warranties, express or implied, are made by the Participants, individually or as a group, or by the OSG with respect to any Regulatory Responsibility to be performed hereunder. RELIEF FROM RESPONSIBILITY Pursuant to Section 17(d)(1)(A) of the Exchange Act and Rule 17d–2, the Participants join in requesting the Commission, upon its approval of this Agreement or any part thereof, to relieve the Participants that are party to this Agreement and are not the DOSR as to a Common Member of any and all Regulatory Responsibility with respect to the matters allocated to the DOSR. * * * * * EXHIBIT A Options Surveillance Group 17d–2 Agreement COMMON RULES as of January 8, 2019 [January 23, 2017] VIOLATION I: EXPIRING EXERCISE DECLARATIONS (EED)—FOR LISTED AND FLEX EQUITY OPTIONS SRO Description of Rule Contracts Contracts Contracts Contracts Contracts Contracts Contracts Contracts Contracts Contracts Contracts Contracts Contracts Frequency of Review Exchange Rule No. [Bats]BZX ............................................... BOX ........................................................ C2 ........................................................... [CBOE]Cboe ........................................... EDGX ..................................................... FINRA ..................................................... ISE .......................................................... [ISE Gemini] GEMX ............................... [ISE Mercury] MRX ................................ MIAX ....................................................... MIAX PEARL .......................................... MIAX Emerald ........................................ Nasdaq ................................................... Exercise Exercise Exercise Exercise Exercise Exercise Exercise Exercise Exercise Exercise Exercise Exercise Exercise of of of of of of of of of of of of of Options Options Options Options Options Options Options Options Options Options Options Options Options .............. .............. .............. .............. .............. .............. .............. .............. .............. .............. .............. .............. .............. Nasdaq BX ............................................. Nasdaq PHLX ......................................... NYSE Arca ............................................. NYSE [MKT]American ............................ Exercise Exercise Exercise Exercise of of of of Options Contracts .............. Equity Options Contracts ... Options Contracts .............. Options Contracts .............. Rule 23.1 ............................................... Rule 9000 .............................................. Rule 11.1 ............................................... Rule 11.1 ............................................... Rule 23.1 ............................................... Rule 2360(b)(23) ................................... Rule 1100 .............................................. Rule 1100 .............................................. Rule 1100 .............................................. Rule 700 ................................................ Rule 700 ................................................ Rule 700 ................................................ [Ch. VIII, Sect.1] Options 5, Section 100. [Ch. VII, Sect.1] Options 5, Section 100 Rule 1042 .............................................. Rule 6.24-O ........................................... Rule 980 ................................................ At At At At At At At At At At At At At Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. Expiration. At At At At Expiration. Expiration. Expiration. Expiration. VIOLATION II: POSITION LIMITS (PL)—FOR LISTED EQUITY OPTIONS SRO Description of Rule (for review as they apply to PL) [Bats]BZX ............................................... Position Limits ....................................... Exemptions from Position ..................... Liquidation Positions ............................. Position Limits ....................................... Exemptions from Position Limits ........... Liquidation Positions ............................. Position Limits ....................................... Liquidation of Positions ......................... Position Limits ....................................... Liquidation of Positions ......................... Position Limits ....................................... Exemptions from Position ..................... Liquidation Positions ............................. Position Limits ....................................... Liquidation of Positions and Restrictions on Access. Position Limits ....................................... Exemptions from Position Limits ........... Liquidati[ng]on Positions ....................... Position Limits ....................................... Exemptions from Position Limits ........... Liquidati[ng]on Positions ....................... Position Limits ....................................... Exemptions from Position Limits ........... Liquidati[ng]on Positions ....................... Position Limits ....................................... Exemptions from Position Limits ........... Liquidating Positions ............................. Position Limits ....................................... Exemptions from Position Limits ........... Liquidating Positions ............................. Position Limits ....................................... BOX ........................................................ C2 ........................................................... [CBOE]Cboe ........................................... EDGX ..................................................... FINRA ..................................................... ISE .......................................................... [ISE Gemini] GEMX ............................... tkelley on DSKBCP9HB2PROD with NOTICES [ISE Mercury ] MRX ............................... MIAX ....................................................... MIAX Pearl ............................................. MIAX Emerald ........................................ VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 Exchange Rule No. Frequency of review Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule 18.7 ............................................... 18.8 ............................................... 18.11 ............................................. 3120 .............................................. 3130 .............................................. 3160 .............................................. 4.11 ............................................... 4.14 ............................................... 4.11 ............................................... 4.14 ............................................... 18.7 ............................................... 18.8 ............................................... 18.11 ............................................. 2860(b)(3) ..................................... 2860(b)(6) ..................................... Daily. As Needed. As Needed. Daily. As Needed. As Needed. Daily. As Needed. Daily. As Needed. Daily. As Needed. As Needed. Daily. As Needed. Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule Rule 412 413 416 412 413 416 412 413 416 307 308 311 307 308 311 307 Daily. As Needed. As Needed. Daily. As Needed. As Needed. Daily. As Needed. As Needed. Daily. As Needed. As Needed. Daily. As Needed. As Needed. Daily. ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ ................................................ E:\FR\FM\19FEN1.SGM 19FEN1 4877 Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices VIOLATION II: POSITION LIMITS (PL)—FOR LISTED EQUITY OPTIONS—Continued SRO Nasdaq ................................................... Nasdaq BX ............................................. Nasdaq PHLX ......................................... NYSE Arca ............................................. NYSE [MKT]American ............................ Description of Rule (for review as they apply to PL) Exchange Rule No. Exemptions from Position Limits ........... Liquidating Positions ............................. Position Limits ....................................... Exemptions from Position Limits ........... Liquidati[ng]on Positions ....................... Position Limits ....................................... Exemptions from Position Limits ........... Liquidati[ng]on Positions ....................... Position Limits ....................................... Liquidation of Position ........................... Position Limits ....................................... Liquidation of Position ........................... Position Limits ....................................... Liquidating Positions ............................. Rule 308 ................................................ Rule 311 ................................................ Ch. III, Sect. 7 ....................................... Ch. III, Sect. 8 ....................................... Ch. III, Sect. 11 ..................................... Ch. III, Sect. 7 ....................................... Ch. III, Sect. 8 ....................................... Ch. III, Sect. 11 ..................................... Rule 1001 .............................................. Rule 1004 .............................................. Rule 6.8-O ............................................. Rule 6.7-O ............................................. Rule 904 ................................................ Rule 907 ................................................ Frequency of review As Needed. As Needed. Daily. As Needed. As Needed. Daily. As Needed. As Needed. Daily. As Needed. Daily. As Needed. Daily. As Needed. VIOLATION III: LARGE OPTIONS POSITION REPORT (LOPR)—FOR LISTED AND FLEX EQUITY OPTIONS AND ETF OPTIONS SRO Description of Rule (for review as they apply to LOPR) Exchange Rule No. [Bats]BZX ............................................... BOX ........................................................ C2 ........................................................... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Options .................................................. Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reports Related to Position Limits ....... Reporting of Options Positions ............. Reporting of Options Positions ............. Reporting of Options Positions ............. Rule 18.10 ............................................. Rule 3150 .............................................. Rule 4.13(a) .......................................... Rule 4.13(b) .......................................... Rule 4.13(d) .......................................... Rule 4.13(a) .......................................... Rule 4.13(b) .......................................... Rule 4.13(d) .......................................... Rule 18.10 ............................................. Rule 2360(b)(5) ..................................... Rule 415 ................................................ Rule 415 ................................................ Rule 415 ................................................ Rule 310 ................................................ Rule 310 ................................................ Rule 310 ................................................ Ch. III, Sect. 10 ..................................... Ch. III, Sect. 10 ..................................... Rule 1003 .............................................. Rule 6.6-O ............................................. Rule 906 ................................................ [CBOE]Cboe ........................................... EDGX ..................................................... FINRA ..................................................... ISE .......................................................... [ISE Gemini] GEMX ............................... [ISE Mercury] MRX ................................ MIAX ....................................................... MIAX PEARL .......................................... MIAX Emerald ........................................ Nasdaq ................................................... Nasdaq BX ............................................. Nasdaq PHLX ......................................... NYSE Arca ............................................. NYSE [MKT]American ............................ Frequency of review Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. VIOLATION IV: OPTIONS CLEARING CORPORATION (OCC)—ADJUSTMENT PROCESS Description of Rule (as they apply to OCC Adjustments/Bylaws Article V, Section 1 .01(a) and .02)) SRO tkelley on DSKBCP9HB2PROD with NOTICES [Bats]BZX ............................................... BOX ........................................................ C2 ........................................................... [CBOE]Cboe ........................................... EDGX ..................................................... FINRA ..................................................... ISE .......................................................... [ISE Gemini] GEMX ............................... [ISE Mercury] MRX ................................ MIAX ....................................................... MIAX PEARL .......................................... MIAX Emerald ........................................ Nasdaq ................................................... Nasdaq BX ............................................. Nasdaq PHLX ......................................... NYSE Arca ............................................. NYSE [MKT]American ............................ VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Violation of By-Laws and Rules of FINRA or The OCC. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Adherence to Law ................................. Violation of By-Laws And Rules Of OCC. Adherence to Law and Good Business Practice. Business Conduct ................................. PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 Exchange Rule No. Rule Rule Rule Rule Rule Rule Frequency of review 18.1 ............................................... 3010 .............................................. 4.2 ................................................. 4.2 ................................................. 18.1 ............................................... 2360(b)(21) ................................... Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Rule 401 ................................................ Rule 401 ................................................ Rule 401 ................................................ Rule 300 ................................................ Rule 300 ................................................ Rule 300 ................................................ Ch. III, Sect. 1 ....................................... Ch. III, Sect. 1 ....................................... Rule 1050 .............................................. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Yearly. Rule 11.1 ............................................... Yearly. Rule 16 .................................................. Yearly. E:\FR\FM\19FEN1.SGM 19FEN1 4878 Federal Register / Vol. 84, No. 33 / Tuesday, February 19, 2019 / Notices 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 e-mail to rule-comments@ sec.gov. Please include File Number 4– 551 on the subject line. tkelley on DSKBCP9HB2PROD with NOTICES Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number 4–551. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (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 website viewing and printing in the Commission’s Public Reference Room, 100 F Street, NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the plan also will be available for inspection and copying at the principal offices of NYSE American, BZX, C2, Cboe, EDGX, Gemini, ISE, Mercury, FINRA, Arca, Nasdaq, BOX, BX, PHLX, MIAX, MIAX PEARL, and MIAX Emerald. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number 4–551 and should be submitted on or before March 12, 2019. V. Discussion The Commission continues to believe that the Plan, as proposed to be amended, is an achievement in cooperation among the SRO participants. The Plan, as amended, will VerDate Sep<11>2014 17:46 Feb 15, 2019 Jkt 247001 reduce unnecessary regulatory duplication by allocating to the designated SRO the responsibility for certain options-related market surveillance 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 MIAX Emerald as a Participant and to reflect the name changes of certain Participating Organizations. By declaring it effective today, the amended Plan can become effective and be implemented without undue delay.21 In addition, the Commission notes that the prior version of this Plan was published for comment, and the Commission did not receive any comments thereon.22 Finally, 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. 4–551. It is therefore ordered, pursuant to Section 17(d) of the Act, that the Plan, as amended by and between NYSE American, BZX, C2, Cboe, EDGX, Gemini, ISE, Mercury, FINRA, Arca, Nasdaq, BOX, BX, PHLX, MIAX, MIAX PEARL, and MIAX Emerald filed with the Commission pursuant to Rule 17d2 on January 8, 2019 is hereby approved and declared effective. It is further ordered that those SRO participants that are not the DOSR as to a particular common member are relieved of those regulatory responsibilities allocated to the common member’s DOSR under the amended Plan to the extent of such allocation. 21 On December 20, 2018, the Commission approved MIAX Emerald’s application for registration as a national securities exchange. See Securities Exchange Act Release No. 84891, 83 FR 67421 (December 28, 2018). 22 See Securities Exchange Act Release No. 79930 (February 2, 2017), 82 FR 9807 (February 8, 2017) (File No. 4–551). PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.23 Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–02595 Filed 2–15–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–85114; File No. SR–CBOE– 2019–006] Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating To Amend Its Financial Incentive Program for Lead Market-Makers Appointed in MSCI EAFE Index (MXEA) Options and MSCI Emerging Markets Index (MXEF) Options February 12, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on February 1, 2019, Cboe Exchange, Inc. (the ‘‘Exchange’’ or ‘‘Cboe Options’’) filed with the Securities and Exchange Commission (the ‘‘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 Substance of the Proposed Rule Change Cboe Exchange, Inc. (the ‘‘Exchange’’ or ‘‘Cboe Options’’) proposes to amend its financial incentive program for Lead Market-Makers appointed in MSCI EAFE Index (MXEA) options and MSCI Emerging Markets Index (MXEF) options. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://www.cboe.com/ AboutCBOE/ CBOELegalRegulatoryHome.aspx), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. 23 17 CFR 200.30–3(a)(34). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\19FEN1.SGM 19FEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 84, Number 33 (Tuesday, February 19, 2019)]
[Notices]
[Pages 4871-4878]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-02595]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85097; File No. 4-551]

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 American LLC, Cboe BZX Exchange, Inc., the
Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc.,
Nasdaq ISE, LLC, Financial Industry Regulatory Authority, Inc., NYSE
Arca, Inc., The NASDAQ Stock Market LLC, BOX Exchange LLC, NASDAQ BX,
Inc., NASDAQ PHLX LLC, Miami International Securities Exchange, LLC,
Nasdaq GEMX, LLC, Nasdaq MRX, LLC, MIAX PEARL, LLC, and MIAX Emerald,
LLC Concerning Options-Related Market Surveillance

February 11, 2019.
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 January 8, 2019, pursuant to Rule
17d-2 of the Act,\2\ by NYSE American LLC (``NYSE American''), Cboe BZX
Exchange, Inc., (``BZX''), the Cboe EDGX Exchange, Inc. (``EDGX''),
Cboe C2 Exchange, Inc. (``C2''), Cboe Exchange, Inc. (``Cboe''), Nasdaq
ISE, LLC (``ISE''), Financial Industry Regulatory Authority, Inc.
(``FINRA''), NYSE Arca, Inc. (``Arca''), The NASDAQ Stock Market LLC
(``Nasdaq''), BOX Exchange LLC (``BOX''), NASDAQ BX, Inc. (``BX''),
NASDAQ PHLX LLC (``PHLX''), Miami International Securities Exchange,
LLC (``MIAX''), Nasdaq GEMX, LLC (``Gemini''), Nasdaq MRX, LLC
(``Mercury''), MIAX PEARL, LLC (``MIAX PEARL''), and MIAX Emerald, LLC
(MIAX Emerald) (collectively, ``Participating Organizations'' or
``parties'').
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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'') 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.
---------------------------------------------------------------------------

\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

[[Page 4872]]

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 December 11, 2007, the Commission declared effective the
Participating Organizations' Plan for allocating regulatory
responsibilities pursuant to Rule 17d-2.\11\ On April 11, 2008, the
Commission approved an amendment to the Plan to include NASDAQ as a
participant.\12\ On October 9, 2008, the Commission approved an
amendment to the Plan to clarify that the term Regulatory
Responsibility for options position limits includes the examination
responsibilities for the delta hedging exemption.\13\ On February 25,
2010, the Commission approved an 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, and the Boston Stock Exchange,
Inc. to the NASDAQ OMX BX, Inc.\14\ On May 11, 2012, the Commission
approved an amendment to the Plan to add BOX as a participant to the
Plan.\15\ On December 5, 2012, the Commission approved an amendment to
the Plan to add MIAX as a participant to the Plan.\16\ On July 26,
2013, the Commission approved an amendment to the Plan to add Topaz
Exchange, LLC as a Participant to the Plan.\17\ On October 29, 2015,
the Commission approved an amendment to add EDGX as a Participant to
the Plan and to change the name of Topaz Exchange, LLC to ISE Gemini,
LLC.\18\ On February 16, 2016, the Commission approved an amendment to
add ISE Mercury, LLC as a Participant to the Plan.\19\ On February 2,
2017, the Commission approved an amendment to add MIAX PEARL as a
Participant to the Plan.\20\
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\11\ See Securities Exchange Act Release No. 56941 (December 11,
2007), 72 FR 71723 (December 18, 2007) (File No. 4-551).
\12\ See Securities Exchange Act Release No. 57649 (April 11,
2008), 73 FR 20976 (April 17, 2008) (File No. 4-551).
\13\ See Securities Exchange Act Release No. 58765 (October 9,
2008), 73 FR 62344 (October 20, 2008) (File No. 4-551).
\14\ See Securities Exchange Act Release No. 61588 (February 25,
2010), 75 FR 9970 (March 4, 2010) (File No. 4-551).
\15\ See Securities Exchange Act Release No. 66975 (May 11,
2012), 77 FR 29712 (May 18, 2010) (File No. 4-551).
\16\ See Securities Exchange Act Release No. 68362 (December 5,
2012), 77 FR 73719 (December 11, 2012) (File No. 4-551).
\17\ See Securities Exchange Act Release No. 70052 (July 26,
2013), 78 FR 46665 (August 1, 2013) (File No. 4-551).
\18\ See Securities Exchange Act Release No. 76310 (October 29,
2015), 80 FR 68354 (November 4, 2015) (File No. 4-551).
\19\ See Securities Exchange Act Release No. 77149 (February 16,
2016), 81 FR 8781 (February 22, 2016) (File No. 4-551).
\20\ See Securities Exchange Act Release No. 79930 (February 2,
2017), 82 FR 9807 (February 8, 2017) (File No. 4-551).
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The Plan is designed to reduce regulatory duplication for common
members by allocating regulatory responsibility for certain options-
related market surveillance matters among the Participating
Organizations. Generally, under the Plan, a Participating Organization
will serve as the Designated Options Surveillance Regulator (``DOSR'')
for each common member assigned to it and will assume regulatory
responsibility with respect to that common member's compliance with
applicable common rules for certain accounts. When an SRO has been
named as a common member's DOSR, all other SROs to which the common
member belongs will be relieved of regulatory responsibility for that
common member, pursuant to the terms of the Plan, with respect to the
applicable common rules specified in Exhibit A to the Plan.

III. Proposed Amendment to the Plan

On January 8, 2019, the parties submitted a proposed amendment to
the Plan. The primary purpose of the amendment is to add MIAX Emerald
as a Participant to the Plan and to reflect name changes of certain
Participating Organizations. The text of the proposed amended 17d-2
plan is as follows (additions are italicized; deletions are
[bracketed]):
* * * * *
AGREEMENT BY AND AMONG NYSE [MKT]AMERICAN LLC, [BATS]CBOE BZX EXCHANGE,
INC., CBOE EDGX EXCHANGE INC., BOX [OPTIONS] EXCHANGE LLC, NASDAQ BX,
INC., CBOE C2 [OPTIONS] EXCHANGE, INC.[ORPORATED], CBOE [THE CHICAGO
BOARD OPTIONS] EXCHANGE, INC.[ORPORATED], [THE INTERNATIONAL SECURITIES
EXCHANGE]NASDAQ ISE, LLC, [ISE GEMINI]NASDAQ GEMX, LLC, [ISE
MERCURY]NASDAQ MRX, LLC, FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.,
NYSE ARCA, INC., THE NASDAQ STOCK MARKET LLC, NASDAQ PHLX LLC, MIAMI
INTERNATIONAL SECURITIES EXCHANGE, LLC, [AND] MIAX PEARL, LLC, AND MIAX
EMERALD, PURSUANT TO RULE 17d-2 UNDER THE SECURITIES EXCHANGE ACT OF
1934
This agreement (this ``Agreement''), by and among NYSE
[MKT]American LLC (``[MKT]]NYSE American''), [Bats]Cboe BZX Exchange,
Inc., (``[Bats]BZX''), the [Bats]Cboe EDGX Exchange, Inc. (``EDGX''),
[the]Cboe C2 [Options] Exchange, Inc.[orporated] (``C2''), Cboe[the
Chicago Board Options] Exchange, Inc.[orporated] (``[CBOE]Cboe''), [the
International Securities Exchange]Nasdaq ISE, LLC (``ISE''), Financial
Industry Regulatory Authority, Inc. (``FINRA''), NYSE Arca, Inc.
(``Arca''), The NASDAQ Stock Market LLC (``Nasdaq''), BOX [Options]
Exchange LLC (``BOX''), NASDAQ BX, Inc. (``BX''), NASDAQ PHLX [Inc.]LLC
(``PHLX''), Miami International

[[Page 4873]]

Securities Exchange, LLC (``MIAX''), [ISE Gemini, LLC]Nasdaq GEMX, LLC
(``Gemini''), [ISE Mercury]Nasdaq MRX, LLC (``Mercury''), [and] MIAX
PEARL, LLC (``MIAX PEARL''), and MIAX Emerald, LLC (MIAX Emerald), is
made this 10th day of October 2007, and as amended the 31\st\ day of
March 2008, the 1\st\ day of October 2008, the 3\rd\ day of February
2010, the 25th day of April 2012, and the 19\th\ day of November 2012,
and the 30\th\ day of May 2013, and the 16th day of October 2015, and
the 29\th\ day of January 2016, [and] the 23rd day of January 2017, and
the 8\th\ day of January 2019, pursuant to Section 17(d) of the
Securities Exchange Act of 1934, as amended (the ``Exchange Act''), and
Rule 17d-2 thereunder (``Rule 17d-2''), which allows for a joint plan
among self-regulatory organizations (``SROs'') to allocate regulatory
obligations with respect to brokers or dealers that are members of two
or more of the parties to this Agreement (``Common Members''). [MKT,
Bats,]NYSE American, BZX, C2, [CBOE]Cboe, EDGX, [ISE] Gemini, ISE,
[ISE] Mercury, FINRA, Arca, Nasdaq, BOX, BX, PHLX, MIAX, [and] MIAX
PEARL, and MIAX Emerald, are collectively referred to herein as the
``Participants'' and individually, each a ``Participant.'' This
Agreement shall be administered by a committee known as the Options
Surveillance Group (the ``OSG'' or ``Group''), as described in Section
V hereof. Unless defined in this Agreement or the context otherwise
requires, the terms used herein shall have the meanings assigned
thereto by the Exchange Act and the rules and regulations thereunder.
WHEREAS, the Participants desire to eliminate regulatory
duplication with respect to SRO market surveillance of Common Member
\1\ activities with regard to certain common rules relating to listed
options (``Options''); and
---------------------------------------------------------------------------

\1\ In the case of the BX and BOX, members are those persons who
are Options Participants (as defined in the BOX [Options] Exchange
LLC Rules and NASDAQ BX, Inc. Rules).
---------------------------------------------------------------------------

WHEREAS, for this purpose, the Participants desire to execute and
file this Agreement with the Securities and Exchange Commission (the
``SEC'' or ``Commission'') pursuant to Rule 17d-2.
NOW, THEREFORE, in consideration of the mutual covenants contained
in this Agreement, the Participants agree as follows:

I. Except as otherwise provided in this Agreement, each Participant
shall assume Regulatory Responsibility (as defined below) for the
Common Members that are allocated or assigned to such Participant in
accordance with the terms of this Agreement and shall be relieved of
its Regulatory Responsibility as to the remaining Common Members. For
purposes of this Agreement, a Participant shall be considered to be the
II. Designated Options Surveillance Regulator (``DOSR'') for each
Common Member that is allocated to it in accordance with Section VII.
III. As used in this Agreement, the term ``Regulatory Responsibility''
shall mean surveillance, investigation and enforcement responsibilities
relating to compliance by the Common Members with such Options rules of
the Participants as the Participants shall determine are substantially
similar and shall approve from time to time, insofar as such rules
relate to market surveillance (collectively, the ``Common Rules''). For
the purposes of this Agreement the list of Common Rules is attached as
Exhibit A hereto, which may only be amended upon unanimous written
agreement by the Participants. The DOSR assigned to each Common Member
shall assume Regulatory Responsibility with regard to that Common
Member's compliance with the applicable Common Rules for certain
accounts.\2\ A DOSR may perform its Regulatory Responsibility or enter
an agreement to transfer or assign such responsibilities to a national
securities exchange registered with the SEC under Section 6(a) of the
Exchange Act or a national securities association registered with the
SEC under Section 15A of the Exchange Act. A DOSR may not transfer or
assign its Regulatory Responsibility to an association registered for
the limited purpose of regulating the activities of members who are
registered as brokers or dealers in security futures products.
---------------------------------------------------------------------------

\2\ Certain accounts shall include customer (``C'' as classified
by the Options Clearing Corporation (``OCC'')) and firm (``F'' as
classified by OCC) accounts, as well as other accounts, such as
market maker accounts as the Participants shall, from time to time,
identify as appropriate to review.
---------------------------------------------------------------------------

The term ``Regulatory Responsibility'' does not include, and each
Participant shall retain full responsibility with respect to:
(a) surveillance, investigative and enforcement responsibilities
other than those included in the definition of Regulatory
Responsibility;
(a) any aspects of the rules of a Participant that are not
substantially similar to the Common Rules or that are allocated for a
separate surveillance purpose under any other agreement made pursuant
to Rule 17d-2. Any such aspects of a Common Rule will be noted as
excluded on Exhibit A.
With respect to options position limits, the term Regulatory
Responsibility shall include examination responsibilities for the delta
hedging exemption. Specifically, the Participants intend that FINRA
will conduct examinations for delta hedging for all Common Members that
are members of FINRA notwithstanding the fact that FINRA's position
limit rule is, in some cases, limited to only firms that are not
members of an options exchange (i.e., access members). In such cases,
FINRA's examinations for delta hedging options position limit
violations will be for the identical or substantively similar position
limit rule(s) of the other Participant(s). Examinations for delta
hedging for Common Members that are non-FINRA members will be conducted
by the same Participant conducting position limit surveillance. The
allocation of Common Members to DOSRs for surveillance of compliance
with options position limits and other agreed to Common Rules is
provided in Exhibit B. The allocation of Common Members to DOSRs for
examinations of the delta hedging exemption under the options position
limits rules is provided in Exhibit C.
III. Each year within 30 days of the anniversary date of the
commencement of operation of this Agreement, or more frequently if
required by changes in the rules of a Participant, each Participant
shall submit to the other Participants, through the Chair of the OSG,
an updated list of Common Rules for review. This updated list may add
Common Rules to Exhibit A, shall delete from Exhibit A rules of that
Participant that are no longer identical or substantially similar to
the Common Rules, and shall confirm that the remaining rules of the
Participant included on Exhibit A continue to be identically or
substantially similar to the Common Rules. Within 30 days from the date
that each Participant has received revisions to Exhibit A from the
Chair of the OSG, each Participant shall confirm in writing to the
Chair of the OSG whether that Participant's rules listed in Exhibit A
are Common Rules.

[[Page 4874]]

IV. Apparent violation of another Participant's rules discovered by a
DOSR, but which rules are not within the scope of the discovering
DOSR's Regulatory Responsibility, shall be referred to the relevant
Participant for such action as is deemed appropriate by that
Participant. Notwithstanding the foregoing, nothing contained herein
shall preclude a DOSR in its discretion from requesting that another
Participant conduct an investigative or enforcement proceeding
(``Proceeding'') on a matter for which the requesting DOSR has
Regulatory Responsibility. If such other Participant agrees, the
Regulatory Responsibility in such case shall be deemed transferred to
the accepting Participant and confirmed in writing by the Participants
involved. Additionally, nothing in this Agreement shall prevent another
Participant on whose market potential violative activity took place
from conducting its own Proceeding on a matter. The Participant
conducting the Proceeding shall advise the assigned DOSR. Each
Participant agrees, upon request, to make available promptly all
relevant files, records and/or witnesses necessary to assist another
Participant in a Proceeding.
V. The OSG shall be composed of one representative designated by each
of the Participants (a ``Representative''). Each Participant shall also
designate one or more persons as its alternate representative(s) (an
``Alternate Representative''). In the absence of the Representative,
the Alternate Representative shall assume the powers, duties and
responsibilities of the Representative. Each Participant may at any
time replace its Representative and/or its Alternate Representative to
the Group.\3\ A majority of the OSG shall constitute a quorum and,
unless otherwise required, the affirmative vote of a majority of the
Representatives present (in person, by telephone or by written consent)
shall be necessary to constitute action by the Group.
---------------------------------------------------------------------------

\3\ A Participant must give notice to the Chair of the Group of
such a change.
---------------------------------------------------------------------------

The Group will have a Chair, Vice Chair and Secretary. A different
Participant will assume each position on a rotating basis for a one-
year term. In the event that a Participant replaces a Representative
who is acting as Chair, Vice Chair or Secretary, the newly appointed
Representative shall assume the position of Chair, Vice Chair, or
Secretary (as applicable) vacated by the Participant's former
Representative. In the event a Participant cannot fulfill its duties as
Chair, the Participant serving as Vice Chair shall substitute for the
Chair and complete the subject unfulfilled term. All notices and other
communications for the OSG are to be sent in care of the Chair and, as
appropriate, to each Representative.
VI. The OSG shall determine the times and locations of Group meetings,
provided that the Chair, acting alone, may also call a meeting of the
Group 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 to the meeting date.
Representatives shall always be given the option of participating in
any meeting telephonically at their own expense rather than in person.
VII. No less frequently than every two years, in such manner as the
Group deems appropriate, the OSG shall allocate Common Members that
conduct an Options business among the Participants (``Allocation''),
and the Participant to which a Common Member is allocated will serve as
the DOSR for that Common Member. Any Allocation shall be based on the
following principles, except to the extent all affected Participants
consent to one or more different principles:
(a) The OSG may not allocate a Common Member to a Participant
unless the Common Member is a member of that Participant.
(b) To the extent practicable, Common Members that conduct an
Options business shall be allocated among the Participants of which
they are members in such manner as to equalize as nearly as possible
the allocation among such Participants, provided that no Common Members
shall be allocated to FINRA. For example, if sixteen Common Members
that conduct an Options business are members only of three
Participants, none of which is FINRA, those Common Members shall be
allocated among the three Participants such that no Participant is
allocated more than six such members and no Participant is allocated
less than five such members. If, in the previous example, one of the
three Participants is FINRA, the sixteen Common Members would be
allocated evenly between the remaining Participants, so that the two
non-FINRA Participants would be allocated eight Common Members each.
(c) To the extent practicable, Allocation shall take into account
the amount of Options activity conducted by each Common Member in order
to most evenly divide the Common Members with the largest amount of
activity among the Participants of which they are members. Allocation
will also take into account similar allocations pursuant to other plans
or agreements to which the Common Members are party to maintain
consistency in oversight of the Common Members.\4\
---------------------------------------------------------------------------

\4\ For example, if one Participant was allocated a Common
Member by another regulatory group that Participant would be
assigned to be the DOSR of that Common Member, unless there is good
cause not to make that assignment.
---------------------------------------------------------------------------

(d) To the extent practicable, Allocation of Common Members to
Participants will be rotated among the applicable Participants such
that a Common Member shall not be allocated to a Participant to which
that Common Member was allocated within the previous two years. The
assignment of DOSRs pursuant to the Allocation is attached as Exhibit B
hereto, and will be updated from time to time to reflect Common Member
Allocation changes.
(e) The Group may reallocate Common Members from time-to-time, as
it deems appropriate.
(f) Whenever a Common Member ceases to be a member of its DOSR, the
DOSR shall promptly inform the Group, which shall review the matter and
allocate the Common Member to another Participant.
(g) A DOSR may request that a Common Member to which it is assigned
be reallocated to another Participant by giving 30 days written notice
to the Chair of the OSG. The Group, in its discretion, may approve such
request and reallocate the Common Member to another Participant.
(h) All determinations by the Group with respect to Allocation
shall be made by the affirmative vote of a majority of the Participants
that, at the time of such determination, share the applicable Common
Member being allocated; a Participant shall not be entitled to vote on
any Allocation relating to a Common Member unless the

[[Page 4875]]

Common Member is a member of such Participant.
VIII. Each DOSR shall conduct routine surveillance reviews to detect
violations of the applicable Common Rules by each Common Member
allocated to it with a frequency (daily, weekly, monthly, quarterly,
semi-annually or annually as noted on Exhibit A) not less than that
determined by the Group. The other Participants agree that, upon
request, relevant information in their respective files relative to a
Common Member will be made available to the applicable DOSR. In
addition, each Participant shall provide, to the extent not otherwise
already provided, information pertaining to its surveillance program
that would be relevant to FINRA or the Participant(s) conducting
routine examinations for the delta hedging exemption.
At each meeting of the OSG, each Participant shall be prepared to
report on the status of its surveillance program for the previous
quarter and any period prior thereto that has not previously been
reported to the Group. In the event a DOSR believes it will not be able
to complete its Regulatory Responsibility for its allocated Common
Members, it will so advise the Group in writing promptly. The Group
will undertake to remedy this situation by reallocating the subject
Common Members among the remaining Participants. In such instance, the
Group may determine to impose a regulatory fee for services provided to
the DOSR that was unable to fulfill its Regulatory Responsibility.
IX. Each Participant will, upon request, promptly furnish a copy of the
report or applicable portions thereof relating to any investigation
made pursuant to the provisions of this Agreement to each other
Participant of which the Common Member under investigation is a member.
X. Each Participant will routinely populate a common database, to be
accessed by the Group relating to any formal regulatory action taken
during the course of a Proceeding with respect to the Common Rules
concerning a Common Member.
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, to any Participant to the attention of that
Participant's Representative, to the Participant's principal place of
business or by e-mail at such address as the Representative shall have
filed in writing with the Chair.
XII. The costs incurred by each Participant in discharging its
Regulatory Responsibility under this Agreement are not reimbursable.
However, any of the Participants may agree that one or more will
compensate the other(s) for costs incurred.
XIII. The Participants shall notify the Common Members of this
Agreement by means of a uniform joint notice approved by the Group.
Each Participant will notify the Common Members that have been
allocated to it that such Participant will serve as DOSR for that
Common Member.
XIV. This Agreement shall be effective upon approval of the Commission.
This Agreement may only be amended in writing duly approved by each
Participant. All amendments to this Agreement, excluding changes to
Exhibits A, B and C, must be filed with and approved by the Commission.
XV. Any Participant may manifest its intention to cancel its
participation in this Agreement at any time upon providing written
notice to (i) the Group six months prior to the date of such
cancellation, or such other period as all the Participants may agree,
and (ii) the Commission. Upon receipt of the notice the Group shall
allocate, in accordance with the provisions of this Agreement, those
Common Members for which the canceling Participant was the DOSR. The
canceling Participant shall retain its Regulatory Responsibility and
other rights, privileges and duties pursuant to this Agreement until
the Group has completed the reallocation as described above, and the
Commission has approved the cancellation.
XVI. 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, or such other period as all the
Participants may agree. Such termination will become effective upon
Commission approval.
XVII. Participation in the Group shall be strictly limited to the
Participants and no other party shall have any right to attend or
otherwise participate in the Group except with the unanimous approval
of all Participants. Notwithstanding the foregoing, any national
securities exchange registered with the SEC under Section 6(a) of the
Act or any national securities association registered with the SEC
under section 15A of the Act may become a Participant to this Agreement
provided that: (i) such applicant has adopted rules substantially
similar to the Common Rules, and received approval thereof from the
SEC; (ii) such applicant has provided each Participant with a signed
statement whereby the applicant agrees to be bound by the terms of this
Agreement to the same effect as though it had originally signed this
Agreement and (iii) an amended agreement reflecting the addition of
such applicant as a Participant has been filed with and approved by the
Commission.
XVIII. This Agreement is wholly separate from the multiparty Agreement
made pursuant to Rule 17d-2 by and among the NYSE MKT LLC, the Bats BZX
Exchange, Inc., BOX Options Exchange, LLC, the C2 Options Exchange,
Inc., the Chicago Board Options Exchange, Inc., the International
Securities Exchange, LLC, Financial Industry Regulatory Authority, The
NASDAQ Stock Market LLC, the New York Stock Exchange, LLC, the NYSE
Arca, Inc., the NASDAQ BX, Inc., the NASDAQ PHLX LLC, Miami
International Securities Exchange, LLC, ISE Gemini, LLC, ISE Mercury,
LLC, [and] Bats EDGX Exchange, Inc., and MIAX PEARL LLC involving the
allocation of regulatory responsibilities with respect to common
members for compliance with common rules relating to the conduct by
broker-dealers of accounts for listed options or index warrants entered
into on [February 16, 2016,] January 23, 2017, and as may be amended
from time to time.

LIMITATION OF LIABILITY

No Participant nor the Group 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

[[Page 4876]]

Responsibility as provided hereby or for the failure to provide any
such Regulatory 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
other Participants or its respective directors, governors, officers,
employees or representatives. No warranties, express or implied, are
made by the Participants, individually or as a group, or by the OSG
with respect to any Regulatory Responsibility to be performed
hereunder.

RELIEF FROM RESPONSIBILITY

Pursuant to Section 17(d)(1)(A) of the Exchange Act and Rule 17d-2,
the Participants join in requesting the Commission, upon its approval
of this Agreement or any part thereof, to relieve the Participants that
are party to this Agreement and are not the DOSR as to a Common Member
of any and all Regulatory Responsibility with respect to the matters
allocated to the DOSR.
* * * * *

EXHIBIT A

Options Surveillance Group 17d-2 Agreement

COMMON RULES as of January 8, 2019 [January 23, 2017]

Violation I: Expiring Exercise Declarations (EED)--For Listed and FLEX Equity Options
----------------------------------------------------------------------------------------------------------------
SRO Description of Rule Exchange Rule No. Frequency of Review
----------------------------------------------------------------------------------------------------------------
[Bats]BZX.......................... Exercise of Options Rule 23.1............ At Expiration.
Contracts.
BOX................................ Exercise of Options Rule 9000............ At Expiration.
Contracts.
C2................................. Exercise of Options Rule 11.1............ At Expiration.
Contracts.
[CBOE]Cboe......................... Exercise of Options Rule 11.1............ At Expiration.
Contracts.
EDGX............................... Exercise of Options Rule 23.1............ At Expiration.
Contracts.
FINRA.............................. Exercise of Options Rule 2360(b)(23)..... At Expiration.
Contracts.
ISE................................ Exercise of Options Rule 1100............ At Expiration.
Contracts.
[ISE Gemini] GEMX.................. Exercise of Options Rule 1100............ At Expiration.
Contracts.
[ISE Mercury] MRX.................. Exercise of Options Rule 1100............ At Expiration.
Contracts.
MIAX............................... Exercise of Options Rule 700............. At Expiration.
Contracts.
MIAX PEARL......................... Exercise of Options Rule 700............. At Expiration.
Contracts.
MIAX Emerald....................... Exercise of Options Rule 700............. At Expiration.
Contracts.
Nasdaq............................. Exercise of Options [Ch. VIII, Sect.1] At Expiration.
Contracts. Options 5, Section
100.
Nasdaq BX.......................... Exercise of Options [Ch. VII, Sect.1] At Expiration.
Contracts. Options 5, Section
100.
Nasdaq PHLX........................ Exercise of Equity Rule 1042............ At Expiration.
Options Contracts.
NYSE Arca.......................... Exercise of Options Rule 6.24-O.......... At Expiration.
Contracts.
NYSE [MKT]American................. Exercise of Options Rule 980............. At Expiration.
Contracts.
----------------------------------------------------------------------------------------------------------------

Violation II: Position Limits (PL)--For Listed Equity Options
----------------------------------------------------------------------------------------------------------------
Description of Rule
SRO (for review as they Exchange Rule No. Frequency of review
apply to PL)
----------------------------------------------------------------------------------------------------------------
[Bats]BZX.......................... Position Limits....... Rule 18.7............ Daily.
Exemptions from Rule 18.8............ As Needed.
Position.
Liquidation Positions. Rule 18.11........... As Needed.
BOX................................ Position Limits....... Rule 3120............ Daily.
Exemptions from Rule 3130............ As Needed.
Position Limits.
Liquidation Positions. Rule 3160............ As Needed.
C2................................. Position Limits....... Rule 4.11............ Daily.
Liquidation of Rule 4.14............ As Needed.
Positions.
[CBOE]Cboe......................... Position Limits....... Rule 4.11............ Daily.
Liquidation of Rule 4.14............ As Needed.
Positions.
EDGX............................... Position Limits....... Rule 18.7............ Daily.
Exemptions from Rule 18.8............ As Needed.
Position.
Liquidation Positions. Rule 18.11........... As Needed.
FINRA.............................. Position Limits....... Rule 2860(b)(3)...... Daily.
Liquidation of Rule 2860(b)(6)...... As Needed.
Positions and
Restrictions on
Access.
ISE................................ Position Limits....... Rule 412............. Daily.
Exemptions from Rule 413............. As Needed.
Position Limits.
Liquidati[ng]on Rule 416............. As Needed.
Positions.
[ISE Gemini] GEMX.................. Position Limits....... Rule 412............. Daily.
Exemptions from Rule 413............. As Needed.
Position Limits.
Liquidati[ng]on Rule 416............. As Needed.
Positions.
[ISE Mercury ] MRX................. Position Limits....... Rule 412............. Daily.
Exemptions from Rule 413............. As Needed.
Position Limits.
Liquidati[ng]on Rule 416............. As Needed.
Positions.
MIAX............................... Position Limits....... Rule 307............. Daily.
Exemptions from Rule 308............. As Needed.
Position Limits.
Liquidating Positions. Rule 311............. As Needed.
MIAX Pearl......................... Position Limits....... Rule 307............. Daily.
Exemptions from Rule 308............. As Needed.
Position Limits.
Liquidating Positions. Rule 311............. As Needed.
MIAX Emerald....................... Position Limits....... Rule 307............. Daily.

[[Page 4877]]

Exemptions from Rule 308............. As Needed.
Position Limits.
Liquidating Positions. Rule 311............. As Needed.
Nasdaq............................. Position Limits....... Ch. III, Sect. 7..... Daily.
Exemptions from Ch. III, Sect. 8..... As Needed.
Position Limits.
Liquidati[ng]on Ch. III, Sect. 11.... As Needed.
Positions.
Nasdaq BX.......................... Position Limits....... Ch. III, Sect. 7..... Daily.
Exemptions from Ch. III, Sect. 8..... As Needed.
Position Limits.
Liquidati[ng]on Ch. III, Sect. 11.... As Needed.
Positions.
Nasdaq PHLX........................ Position Limits....... Rule 1001............ Daily.
Liquidation of Rule 1004............ As Needed.
Position.
NYSE Arca.......................... Position Limits....... Rule 6.8-O........... Daily.
Liquidation of Rule 6.7-O........... As Needed.
Position.
NYSE [MKT]American................. Position Limits....... Rule 904............. Daily.
Liquidating Positions. Rule 907............. As Needed.
----------------------------------------------------------------------------------------------------------------

Violation III: Large Options Position Report (LOPR)--For Listed and FLEX Equity Options and ETF Options
----------------------------------------------------------------------------------------------------------------
Description of Rule
SRO (for review as they Exchange Rule No. Frequency of review
apply to LOPR)
----------------------------------------------------------------------------------------------------------------
[Bats]BZX.......................... Reports Related to Rule 18.10........... Yearly.
Position Limits.
BOX................................ Reports Related to Rule 3150............ Yearly.
Position Limits.
C2................................. Reports Related to Rule 4.13(a)......... Yearly.
Position Limits.
Reports Related to Rule 4.13(b)......... Yearly.
Position Limits.
Reports Related to Rule 4.13(d)......... Yearly.
Position Limits.
[CBOE]Cboe......................... Reports Related to Rule 4.13(a)......... Yearly.
Position Limits.
Reports Related to Rule 4.13(b)......... Yearly.
Position Limits.
Reports Related to Rule 4.13(d)......... Yearly.
Position Limits.
EDGX............................... Reports Related to Rule 18.10........... Yearly.
Position Limits.
FINRA.............................. Options............... Rule 2360(b)(5)...... Yearly.
ISE................................ Reports Related to Rule 415............. Yearly.
Position Limits.
[ISE Gemini] GEMX.................. Reports Related to Rule 415............. Yearly.
Position Limits.
[ISE Mercury] MRX.................. Reports Related to Rule 415............. Yearly.
Position Limits.
MIAX............................... Reports Related to Rule 310............. Yearly.
Position Limits.
MIAX PEARL......................... Reports Related to Rule 310............. Yearly.
Position Limits.
MIAX Emerald....................... Reports Related to Rule 310............. Yearly.
Position Limits.
Nasdaq............................. Reports Related to Ch. III, Sect. 10.... Yearly.
Position Limits.
Nasdaq BX.......................... Reports Related to Ch. III, Sect. 10.... Yearly.
Position Limits.
Nasdaq PHLX........................ Reporting of Options Rule 1003............ Yearly.
Positions.
NYSE Arca.......................... Reporting of Options Rule 6.6-O........... Yearly.
Positions.
NYSE [MKT]American................. Reporting of Options Rule 906............. Yearly.
Positions.
----------------------------------------------------------------------------------------------------------------

Violation IV: Options Clearing Corporation (OCC)--Adjustment Process
----------------------------------------------------------------------------------------------------------------
Description of Rule
(as they apply to OCC
SRO Adjustments/By-laws Exchange Rule No. Frequency of review
Article V, Section 1
.01(a) and .02))
----------------------------------------------------------------------------------------------------------------
[Bats]BZX.......................... Adherence to Law...... Rule 18.1............ Yearly.
BOX................................ Adherence to Law...... Rule 3010............ Yearly.
C2................................. Adherence to Law...... Rule 4.2............. Yearly.
[CBOE]Cboe......................... Adherence to Law...... Rule 4.2............. Yearly.
EDGX............................... Adherence to Law...... Rule 18.1............ Yearly.
FINRA.............................. Violation of By-Laws Rule 2360(b)(21)..... Yearly.
and Rules of FINRA or
The OCC.
ISE................................ Adherence to Law...... Rule 401............. Yearly.
[ISE Gemini] GEMX.................. Adherence to Law...... Rule 401............. Yearly.
[ISE Mercury] MRX.................. Adherence to Law...... Rule 401............. Yearly.
MIAX............................... Adherence to Law...... Rule 300............. Yearly.
MIAX PEARL......................... Adherence to Law...... Rule 300............. Yearly.
MIAX Emerald....................... Adherence to Law...... Rule 300............. Yearly.
Nasdaq............................. Adherence to Law...... Ch. III, Sect. 1..... Yearly.
Nasdaq BX.......................... Adherence to Law...... Ch. III, Sect. 1..... Yearly.
Nasdaq PHLX........................ Violation of By-Laws Rule 1050............ Yearly.
And Rules Of OCC.
NYSE Arca.......................... Adherence to Law and Rule 11.1............ Yearly.
Good Business
Practice.
NYSE [MKT]American................. Business Conduct...... Rule 16.............. Yearly.
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[[Page 4878]]

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 e-mail to rule-comments@sec.gov. Please include
File Number 4-551 on the subject line.

Paper Comments

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

All submissions should refer to File Number 4-551. This file number
should be included on the subject line if email is used. To help the
Commission process and review your comments more efficiently, please
use only one method. The Commission will post all comments on the
Commission's internet website (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 website viewing and printing in the
Commission's Public Reference Room, 100 F Street, NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the plan also will be available for inspection and
copying at the principal offices of NYSE American, BZX, C2, Cboe, EDGX,
Gemini, ISE, Mercury, FINRA, Arca, Nasdaq, BOX, BX, PHLX, MIAX, MIAX
PEARL, and MIAX Emerald. All comments received will be posted without
change. Persons submitting comments are cautioned that we do not redact
or edit personal identifying information from comment submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number 4-551 and should
be submitted on or before March 12, 2019.

V. Discussion

The Commission continues to believe that the Plan, as proposed to
be amended, 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 market surveillance 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 MIAX Emerald as a
Participant and to reflect the name changes of certain Participating
Organizations. By declaring it effective today, the amended Plan can
become effective and be implemented without undue delay.\21\ In
addition, the Commission notes that the prior version of this Plan was
published for comment, and the Commission did not receive any comments
thereon.\22\ Finally, 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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\21\ On December 20, 2018, the Commission approved MIAX
Emerald's application for registration as a national securities
exchange. See Securities Exchange Act Release No. 84891, 83 FR 67421
(December 28, 2018).
\22\ See Securities Exchange Act Release No. 79930 (February 2,
2017), 82 FR 9807 (February 8, 2017) (File No. 4-551).
---------------------------------------------------------------------------

VI. Conclusion

This order gives effect to the amended Plan submitted to the
Commission that is contained in File No. 4-551.
It is therefore ordered, pursuant to Section 17(d) of the Act, that
the Plan, as amended by and between NYSE American, BZX, C2, Cboe, EDGX,
Gemini, ISE, Mercury, FINRA, Arca, Nasdaq, BOX, BX, PHLX, MIAX, MIAX
PEARL, and MIAX Emerald filed with the Commission pursuant to Rule 17d-
2 on January 8, 2019 is hereby approved and declared effective.
It is further ordered that those SRO participants that are not the
DOSR as to a particular common member are relieved of those regulatory
responsibilities allocated to the common member's DOSR under the
amended Plan to the extent of such allocation.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

\23\ 17 CFR 200.30-3(a)(34).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-02595 Filed 2-15-19; 8:45 am]
BILLING CODE 8011-01-P

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