Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing and Order Approving and Declaring Effective an Amended Plan for the Allocation of Regulatory Responsibilities Between the Financial Industry Regulatory Authority, Inc. and Nasdaq ISE, LLC, 84034-84039 [2020-28307]
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84034
Federal Register / Vol. 85, No. 247 / Wednesday, December 23, 2020 / Notices
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will result in
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange notes that the proposed rule
changes are consistent with the
Allocation Exemption, and are designed
to assist the Exchange in meeting its
regulatory obligations pursuant to the
Plan. The Exchange also notes that the
proposed rule changes will apply
equally to all Industry Members. In
addition, all national securities
exchanges and FINRA are proposing
this amendment to their Compliance
Rules. Therefore, this is not a
competitive rule filing and does not
impose a burden on competition.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days after the date of
the filing, or such shorter time as the
Commission may designate, it has
become effective pursuant to 19(b)(3)(A)
of the Act 20 and Rule 19b–4(f)(6) 21
thereunder.
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
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
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20 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this
requirement.
21 17
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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:
[FR Doc. 2020–28316 Filed 12–22–20; 8:45 am]
Electronic Comments
BILLING CODE 8011–01–P
• 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–
MIAX–2020–38 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–MIAX–2020–38. 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
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
filing also will be available for
inspection and copying at the principal
office of the Exchange. 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–MIAX–2020–38, and
should be submitted on or before
January 13, 2021.
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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
J. Matthew DeLesDernier,
Assistant Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90702; File No. 4–529]
Program for Allocation of Regulatory
Responsibilities Pursuant to Rule 17d–
2; Notice of Filing and Order
Approving and Declaring Effective an
Amended Plan for the Allocation of
Regulatory Responsibilities Between
the Financial Industry Regulatory
Authority, Inc. and Nasdaq ISE, LLC
December 17, 2020.
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 November 19, 2020,
pursuant to Rule 17d–2 of the Act,2 by
the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) and Nasdaq
ISE, LLC (‘‘ISE’’) (collectively,
‘‘Participating Organizations’’ or
‘‘parties’’). This agreement amends and
restates the agreement entered into
between FINRA and International
Securities Exchange, LLC on December
16, 2006, entitled ‘‘Agreement Between
Financial Industry Regulatory
Authority, Inc. and International
Securities Exchange, LLC Pursuant to
Rule 17d–2 under the Securities
Exchange Act of 1934,’’ and any
subsequent amendments thereafter.
I. Introduction
Section 19(g)(1) of the Act,3 among
other things, requires every selfregulatory organization (‘‘SRO’’)
registered as either a national securities
exchange or national securities
association to examine for, and enforce
compliance by, its members and persons
associated with its members with the
Act, the rules and regulations
thereunder, and the SRO’s own rules,
unless the SRO is relieved of this
responsibility pursuant to Section
22 17
CFR 200.30–3(a)(12).
U.S.C. 78q(d).
2 17 CFR 240.17d–2.
3 15 U.S.C. 78s(g)(1).
1 15
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17(d) 4 or Section 19(g)(2) 5 of the Act.
Without this relief, the statutory
obligation of each individual SRO could
result in a pattern of multiple
examinations of broker-dealers that
maintain memberships in more than one
SRO (‘‘common members’’). Such
regulatory duplication would add
unnecessary expenses for common
members and their SROs.
Section 17(d)(1) of the Act 6 was
intended, in part, to eliminate
unnecessary multiple examinations and
regulatory duplication.7 With respect to
a common member, Section 17(d)(1)
authorizes the Commission, by rule or
order, to relieve an SRO of the
responsibility to receive regulatory
reports, to examine for and enforce
compliance with applicable statutes,
rules, and regulations, or to perform
other specified regulatory functions.
To implement Section 17(d)(1), the
Commission adopted two rules: Rule
17d–1 and Rule 17d–2 under the Act.8
Rule 17d–1 authorizes the Commission
to name a single SRO as the designated
examining authority (‘‘DEA’’) to
examine common members for
compliance with the financial
responsibility requirements imposed by
the Act, or by Commission or SRO
rules.9 When an SRO has been named as
a common member’s DEA, all other
SROs to which the common member
belongs are relieved of the responsibility
to examine the firm for compliance with
the applicable financial responsibility
rules. On its face, Rule 17d–1 deals only
with an SRO’s obligations to enforce
member compliance with financial
responsibility requirements. Rule 17d–1
does not relieve an SRO from its
obligation to examine a common
member for compliance with its own
rules and provisions of the federal
securities laws governing matters other
than financial responsibility, including
sales practices and trading activities and
practices.
To address regulatory duplication in
these and other areas, the Commission
adopted Rule 17d–2 under the Act.10
Rule 17d–2 permits SROs to propose
joint plans for the allocation of
regulatory responsibilities with respect
4 15
U.S.C. 78q(d).
U.S.C. 78s(g)(2).
6 15 U.S.C. 78q(d)(1).
7 See Securities Act Amendments of 1975, Report
of the Senate Committee on Banking, Housing, and
Urban Affairs to Accompany S. 249, S. Rep. No. 94–
75, 94th Cong., 1st Session 32 (1975).
8 17 CFR 240.17d–1 and 17 CFR 240.17d–2,
respectively.
9 See Securities Exchange Act Release No. 12352
(April 20, 1976), 41 FR 18808 (May 7, 1976).
10 See Securities Exchange Act Release No. 12935
(October 28, 1976), 41 FR 49091 (November 8,
1976).
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to their common members. Under
paragraph (c) of Rule 17d–2, the
Commission may declare such a plan
effective if, after providing for
appropriate notice and opportunity for
comment, it determines that the plan is
necessary or appropriate in the public
interest and for the protection of
investors, to foster cooperation and
coordination among the SROs, to
remove impediments to, and foster the
development of, a national market
system and a national clearance and
settlement system, and is in conformity
with the factors set forth in Section
17(d) of the Act. Commission approval
of a plan filed pursuant to Rule 17d–2
relieves an SRO of those regulatory
responsibilities allocated by the plan to
another SRO.
II. The Plan
On February 27, 2007, the
Commission declared effective the Plan
entered into between FINRA and ISE for
allocating regulatory responsibility
pursuant to Rule 17d–2.11 The Plan is
intended to reduce regulatory
duplication for firms that are common
members of FINRA and ISE by
allocating regulatory responsibility with
respect to certain applicable laws, rules,
and regulations that are common among
them. Included in the Plan is an exhibit
that lists every ISE rule for which
FINRA bears responsibility under the
Plan for overseeing and enforcing with
respect to ISE members that are also
members of FINRA and the associated
persons therewith (‘‘Certification’’).
III. Proposed Amendment to the Plan
On November 19, 2020, the parties
submitted a proposed amendment to the
Plan (‘‘Amended Plan’’). The primary
purpose of the Amended Plan is to
allocate surveillance, investigation, and
enforcement responsibilities for Rule
14e–4 under the Act and to reflect the
name change of International Securities
Exchange, LLC to Nasdaq ISE, LLC. The
text of the proposed Amended Plan is as
follows (additions are italicized;
deletions are [bracketed]):
*
*
*
*
*
AGREEMENT BETWEEN
[NASD]FINANCIAL INDUSTRY
REGULATORY AUTHORITY, INC. AND
[INTERNATIONAL SECURITIES
EXCHANGE]NASDAQ ISE, LLC
PURSUANT TO RULE 17d–2 UNDER
THE SECURITIES EXCHANGE ACT OF
1934
This Agreement, by and between the
[National Association of Securities
11 See Securities Exchange Act Release No. 55367
(February 27, 2007), 72 FR 9983 (March 6, 2007).
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84035
Dealers, Inc. (‘‘NASD’’)]Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) and the [International
Securities Exchange]Nasdaq ISE, LLC
(‘‘ISE’’), is made this [20th] 16th day of
[December] November, 20[06]20 (the
‘‘Agreement’’), pursuant to Section 17(d)
of the Securities Exchange Act of 1934
(the ‘‘Exchange Act’’) and Rule 17d–2
thereunder which permits agreements
between self-regulatory organizations to
allocate regulatory responsibility to
eliminate regulatory duplication.
[NASD]FINRA and ISE may be referred
to individually as a ‘‘party’’ and together
as the ‘‘parties.’’
This Agreement amends and restates
the agreement entered into between the
parties on April 3, 2000 and amended
on April 27, 2000 and December 20,
2006, entitled ‘‘Agreement Between the
National Association of Securities
Dealers, Inc., NASD [Regulation, Inc.]
and the International Securities
Exchange LLC Pursuant to Section 17(d)
and Rule 17d–2,’’ and any subsequent
amendments thereafter.
Whereas, [NASD]FINRA and ISE
desire to reduce duplication in the
examination of their Dual Members (as
defined herein) and in the filing and
processing of certain registration and
membership records; and
Whereas, [NASD]FINRA and ISE
desire to execute an agreement covering
such subjects pursuant to the provisions
of Rule 17d–2 under the Exchange Act
and to file such agreement with the
Securities and Exchange Commission
(the ‘‘SEC’’ or ‘‘Commission’’) for its
approval.
Now, therefore, in consideration of
the mutual covenants contained
hereinafter, [NASD]FINRA and ISE
hereby agree as follows:
1. Definitions. Unless otherwise
defined in this Agreement or the context
otherwise requires, the terms used in
this Agreement shall have the same
meaning as they have under the
Exchange Act and the rules and
regulations thereunder. As used in this
Agreement, the following terms shall
have the following meanings:
(a) ‘‘ISE Rules’’ or ‘‘[NASD]FINRA Rules’’
shall mean the rules of the ISE or
[NASD]FINRA, respectively, as the rules of
an exchange or association are defined in
Exchange Act Section 3(a)(27).
(b) ‘‘Common Rules’’ shall mean the ISE
Rules that are substantially similar to the
applicable [NASD]FINRA Rules in that
examination for compliance with such rules
would not require [NASD]FINRA to develop
one or more new examination standards,
modules, procedures, or criteria in order to
analyze the application of the rule, or a Dual
Member’s activity, conduct, or output in
relation to such rule. Common Rules shall
not include any provisions regarding (i)
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notice, reporting or any other filings made
directly to or from ISE, (ii) incorporation by
reference of ISE Rules that are not Common
Rules, (iii) exercise of discretion in a manner
that differs from FINRA’s exercise of
discretion including, but not limited to
exercise of exemptive authority by ISE, (iv)
prior written approval of ISE and (v) payment
of fees or fines to ISE.
(c) ‘‘Dual Members’’ shall mean those ISE
members that are also members of
[NASD]FINRA and the associated persons
therewith.
(d) ‘‘Effective Date’’ shall have the meaning
set forth in paragraph 14.
(e) ‘‘Enforcement Responsibilities’’ shall
mean the conduct of appropriate
proceedings, in accordance with the
[NASD]FINRA Code of Procedure (the Rule
9000 Series) and other applicable
[NASD]FINRA procedural rules, to determine
whether violations of pertinent laws, rules or
regulations have occurred, and if such
violations are deemed to have occurred, the
imposition of appropriate sanctions as
specified under the [NASD]FINRA’s Code of
Procedure and sanctions guidelines.
(f) ‘‘Regulatory Responsibilities’’ shall
mean the examination responsibilities and
Enforcement Responsibilities relating to
compliance by the Dual Members with the
Common Rules and the provisions of the
Exchange Act and the rules and regulations
thereunder, and other applicable laws, rules
and regulations, each as set forth on Exhibit
1 attached hereto. The term ‘‘Regulatory
Responsibilities’’ shall also include the
surveillance, investigation and Enforcement
Responsibilities relating to compliance by
Common Members with Rule 14e–4 of the
Securities Exchange Act (‘‘Rule 14e–4’’), with
a focus on the standardized call option
provision of Rule 14e–4(a)(1)(ii)(D).
2. Regulatory and Enforcement
Responsibilities. [NASD]FINRA shall
assume Regulatory Responsibilities and
Enforcement Responsibilities for Dual
Members. Attached as Exhibit 1 to this
Agreement and made part hereof, ISE
furnished [NASD]FINRA with a current
list of Common Rules and certified to
[NASD]FINRA that such rules are
substantially similar to the
corresponding [NASD]FINRA rule (the
‘‘Certification’’). [NASD]FINRA hereby
agrees that the rules listed in the
Certification are Common Rules as
defined in this Agreement. Each year
following the Effective Date of this
Agreement, or more frequently if
required by changes in either the rules
of ISE or [NASD]FINRA, ISE shall
submit an updated list of Common
Rules to [NASD]FINRA for review
which shall add ISE rules not included
in the current list of Common Rules that
qualify as Common Rules as defined in
this Agreement; delete ISE rules
included in the current list of Common
Rules that no longer qualify as Common
Rules as defined in this Agreement; and
confirm that the remaining rules on the
current list of Common Rules continue
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to be ISE rules that qualify as Common
Rules as defined in this Agreement.
Within 30 days of receipt of such
updated list, [NASD]FINRA shall
confirm in writing whether the rules
listed in any updated list are Common
Rules as defined in this Agreement.
Notwithstanding anything herein to the
contrary, it is explicitly understood that
the term ‘‘Regulatory Responsibilities’’
does not include, and ISE shall retain
full responsibility for (unless otherwise
addressed by separate agreement or
rule) the following:
(a) Surveillance and enforcement with
respect to trading activities or practices
involving ISE’s own marketplace,
including without limitation ISE’s rules
relating to the rights and obligations of
market makers;
(b) registration pursuant to its
applicable rules of associated persons
(i.e., registration rules that are not
Common Rules);
(c) discharge of its duties and
obligations as a Designated Examining
Authority pursuant to Rule 17d–1 under
the Exchange Act; and
(d) any ISE Rules that are not
Common Rules, except for ISE Rules for
any ISE member that operates as a
facility (as defined in Section 3(a)(2) of
the Exchange Act), acts as an outbound
router for the ISE and is a member of
[NASD]FINRA (‘‘Router Member’’) as
provided in paragraph 6. As of the date
of this Agreement, ISE Route LLC is the
only Router Member.
3. Dual Members. Prior to the
Effective Date, ISE shall furnish
[NASD]FINRA with a current list of
Dual Members, which shall be updated
no less frequently than once each
quarter.
4. No Charge. There shall be no
charge to ISE by [NASD]FINRA for
performing the Regulatory
Responsibilities and Enforcement
Responsibilities under this Agreement
except as hereinafter provided.
[NASD]FINRA shall provide ISE with
ninety (90) days advance written notice
in the event [NASD]FINRA decides to
impose any charges to ISE for
performing the Regulatory
Responsibilities under this Agreement.
If [NASD]FINRA determines to impose a
charge, ISE shall have the right at the
time of the imposition of such charge to
terminate this Agreement; provided,
however, that [NASD]FINRA’s
Regulatory Responsibilities under this
Agreement shall continue until the
Commission approves the termination
of this Agreement.
5. Reassignment of Regulatory
Responsibilities. Notwithstanding any
provision hereof, this Agreement shall
be subject to any statute, or any rule or
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order of the Commission, or industry
agreement, restructuring the regulatory
framework of the securities industry or
reassigning Regulatory Responsibilities
between self-regulatory organizations.
To the extent such action is inconsistent
with this Agreement, such action shall
supersede the provisions hereof to the
extent necessary for them to be properly
effectuated and the provisions hereof in
that respect shall be null and void.
6. Notification of Violations. In the
event that [NASD]FINRA becomes
aware of apparent violations of any ISE
Rules, which are not listed as Common
Rules, discovered pursuant to the
performance of the Regulatory
Responsibilities assumed hereunder,
[NASD]FINRA shall notify ISE of those
apparent violations for such response as
ISE deems appropriate. Apparent
violations of all other applicable rules,
including violations of the Common
Rules, various securities acts, and rules
and regulations thereunder, shall be
processed by, and enforcement
proceedings in respect thereto shall be
conducted by [NASD]FINRA as
provided hereinbefore; provided,
however, that in the event a Dual
Member is the subject of an
investigation relating to a transaction on
the ISE, ISE may in its discretion
assume concurrent jurisdiction and
responsibility. With respect to apparent
violations of any ISE Rules by any
Router Member, [NASD]FINRA shall not
make referrals to ISE pursuant to this
paragraph 6. Such apparent violations
shall be processed by, and enforcement
proceedings in respect thereto will be
conducted by, [NASD]FINRA as
provided in this Agreement. Each party
agrees to make available promptly all
files, records and witnesses necessary to
assist the other in its investigation or
proceedings.
7. Continued Assistance.
[NASD]FINRA shall make available to
ISE all information obtained by
[NASD]FINRA in the performance by it
of the Regulatory Responsibilities
hereunder in respect to the Dual
Members subject to this Agreement. In
particular, and not in limitation of the
foregoing, [NASD]FINRA shall furnish
ISE any information it obtains about
Dual Members which reflects adversely
on their financial condition. It is
understood that such information is of
an extremely sensitive nature and,
accordingly, ISE acknowledges and
agrees to take all reasonable steps to
maintain its confidentiality. ISE shall
make available to [NASD]FINRA any
information coming to its attention that
reflects adversely on the financial
condition of Dual Members or indicates
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possible violations of applicable laws,
rules or regulations by such firms.
8. Dual Member Applications.
(a) Dual Members subject to this
Agreement shall be required to submit,
and [NASD]FINRA shall be responsible
for processing and acting upon all
applications submitted on behalf of
allied persons, partners, officers,
registered personnel and any other
person required to be approved by the
rules of both ISE and [NASD]FINRA or
associated with Dual Members thereof.
Upon request, [NASD]FINRA shall
advise ISE of any changes of allied
members, partners, officers, registered
personnel and other persons required to
be approved by the rules of both ISE and
[NASD]FINRA.
(b) Dual Members shall be required to
send to [NASD]FINRA all letters,
termination notices or other material
respecting the individuals listed in
paragraph 8(a).
(c) When as a result of processing
such submissions [NASD]FINRA
becomes aware of a statutory
disqualification as defined in the
Exchange Act with respect to a Dual
Member, [NASD]FINRA shall determine
pursuant to Sections 15A(g) and/or
Section 6(c) of the Exchange Act the
acceptability or continued applicability
of the person to whom such
disqualification applies and keep ISE
advised of its actions in this regard for
such subsequent proceedings as ISE
may initiate.
(d) Notwithstanding the foregoing,
[NASD]FINRA shall not review the
membership application, reports,
filings, fingerprint cards, notices, or
other writings filed to determine if such
documentation submitted by a broker or
dealer, or a person associated therewith
or other persons required to register or
qualify by examination: (i) Meets the
ISE requirements for general
membership or for specified categories
of membership or participation in the
ISE, such as (A) Primary Market Maker
Membership (‘‘PMM’’); (B) Competitive
Market Maker Membership (‘‘CMM’’);
(C) Electronic Access Membership
(‘‘EAM’’) (or any similar type of ISE
membership or participation that is
created after this Agreement is
executed); or (ii) meets the ISE
requirements to be associated with, or
employed by, an ISE member or
participant in any capacity, such a
Designated Trading Representative
(‘‘DTR’’) (or any similar type of
participation, employment category or
title, or associate-person category or
class that is created after this Agreement
is executed). [NASD]FINRA shall not
review applications or other
documentation filed to request a change
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Jkt 253001
in the rights or status described in this
paragraph 8(d), including termination or
limitation on activities, of a member or
a participant of the ISE, or a person
associated with, or requesting
association with, a member or
participant of the ISE.
9. Branch Office Information.
[NASD]FINRA shall also be responsible
for processing and, if required, acting
upon all requests for the opening,
address changes, and terminations of
branch offices by Dual Members and
any other applications required of Dual
Members with respect to the Common
Rules as they may be amended from
time to time. [NASD]FINRA shall advise
ISE monthly of the opening, address
change and termination of branch and
main offices of Dual Members and the
names of such branch office managers.
10. Customer Complaints. ISE shall
forward to [NASD]FINRA copies of all
customer complaints involving Dual
Members received by ISE relating to
[NASD]FINRA’s Regulatory
Responsibilities under this Agreement.
It shall be [NASD]FINRA’s
responsibility to review and take
appropriate action in respect to such
complaints.
11. Advertising. [NASD]FINRA shall
assume responsibility to review the
advertising of Dual Members subject to
the Agreement, provided that such
material is filed with [NASD]FINRA in
accordance with [NASD]FINRA’s filing
procedures and is accompanied with
any applicable filing fees set forth in
[NASD]FINRA Rules. Such review shall
be made in accordance with then
applicable [NASD]FINRA rules and
interpretations. The advertising of Dual
Members shall be subject only to
compliance with appropriate
[NASD]FINRA rules and interpretations.
12. No Restrictions on Regulatory
Action. Nothing contained in this
Agreement shall restrict or in any way
encumber the right of either party to
conduct its own independent or
concurrent investigation, examination
or enforcement proceeding of or against
Dual Members, as either party, in its
sole discretion, shall deem appropriate
or necessary.
13. Termination. This Agreement may
be terminated by ISE or [NASD]FINRA
at any time upon the approval of the
Commission after one (1) year’s written
notice to the other party, except as
provided in paragraph 4.
14. Effective Date. This Agreement
shall be effective upon approval of the
Commission.
15. Arbitration. In the event of a
dispute between the parties as to the
operation of this Agreement, ISE and
[NASD]FINRA hereby agree that any
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84037
such dispute shall be settled by
arbitration in Washington, DC in
accordance with the rules of the
American Arbitration Association then
in effect, or such other procedures as the
parties may mutually agree upon.
Judgment on the award rendered by the
arbitrator(s) may be entered in any court
having jurisdiction.
16. Separate Agreement. This
Agreement is wholly separate from (1)
the multiparty Agreement made
pursuant to Rule 17d–2 of the Exchange
Act between the [American Stock
Exchange LLC, the Boston Stock
Exchange, Inc., the Chicago Board
Options Exchange, Inc., the
International Securities Exchange LLC,
the National Association of Securities
Dealers, Inc., the New York Stock
Exchange, Inc., the Pacific Exchange,
Inc., and the Philadelphia Stock
Exchange, Inc.] 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 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 [January 14,
2004]February 12, 2019, and as may be
amended from time to time or (2) the
multiparty Agreement made pursuant to
Rule 17d–2 of the Exchange Act 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 approved by the Commission on
February 11, 2019 involving optionsrelated market surveillance matters and
such agreements as may be amended
from time to time.
17. Notification of Members. ISE and
[NASD]FINRA shall notify Dual
Members of this Agreement after the
Effective Date by means of a uniform
joint notice.
18. Amendment. This Agreement may
be amended in writing duly approved
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by each party. All such amendments
must be filed with and approved by the
Commission before they become
effective.
19. Limitation of Liability. Neither
[NASD]FINRA nor ISE nor any of their
respective directors, governors, officers
or employees shall be liable to the other
party to this Agreement for any liability,
loss or damage resulting from or
claimed to have resulted from any
delays, inaccuracies, errors or omissions
with respect to the provision of
Regulatory Responsibilities as provided
hereby or for the failure to provide any
such responsibility, except with respect
to such liability, loss or damages as
shall have been suffered by one or the
other of [NASD]FINRA or ISE and
caused by the willful misconduct of the
other party or their respective directors,
governors, officers or employees. No
warranties, express or implied, are made
by [NASD]FINRA or ISE with respect to
any of the responsibilities to be
performed by each of them hereunder.
20. Relief from Responsibility.
Pursuant to Sections 17(d)(1)(A) and
19(g) of the Exchange Act and Rule 17d–
2 thereunder, [NASD]FINRA and ISE
join in requesting the Commission,
upon its approval of this Agreement or
any part thereof, to relieve ISE of any
and all responsibilities with respect to
matters allocated to [NASD]FINRA
pursuant to this Agreement; provided,
however, that this Agreement shall not
be effective until the Effective Date.
In witness whereof, each party has
executed or caused this Agreement to be
executed on its behalf by a duly
authorized officer as of the date first
written above.
[NATIONAL ASSOCIATION OF
SECURITIES DEALERS]FINANCIAL
INDUSTRY REGULATORY
AUTHORITY, INC.
Title:
Note: The entire existing table of rules
should be deleted and replaced with the
table below.
EXHIBIT 1
ISE CERTIFICATION OF COMMON
RULES
ISE hereby certifies that the
requirements contained in the rules
listed below for ISE are identical to, or
substantially similar to, the comparable
[NASD]FINRA rules identified.
# Common Rules shall not include
provisions regarding (i) notice, reporting
or any other filings made directly to or
from ISE, (ii) incorporations by
reference to other ISE Rules that are not
By lllllllllllllllll Common Rules, (iii) exercise of
discretion in a manner that differs from
Name:
FINRA’s exercise of discretion
Title:
including, but not limited to exercise of
[INTERNATIONAL SECURITIES
exemptive authority, by ISE, (iv) prior
EXCHANGE]NASDAQ ISE, LLC
By lllllllllllllllll written approval of ISE, and (v)
payment of fees or fines to ISE.
Name:
ISE RULE(S)
FINRA RULE(S)
General 3, Section 3(b)—Persons Associated with Members; General
4—Nasdaq Stock Market General 4, Rule 1.1250 Electronic Filing
Requirements for Uniform Forms incorporated by reference #.
FINRA Rule 1010 Electronic Filing Requirements for Uniform Forms;
FINRA By-Laws Article IV, Sec. 1(c) Application for Membership;
FINRA By-Laws, Article V, Section 1 Qualification Requirements;
FINRA By-Laws, Article V, Sec. 2 Application for Registration; and
FINRA By-Laws Article V, Section 3 Notification by Member to the
Corporation and Associated Person of Termination; Amendments to
Notification.
FINRA Rule 1240 Continuing Education Requirements.
General 4—Nasdaq Stock Market General 4, Section 1.1240 Continuing Education Requirements incorporated by reference #.
Options 9, Section 1 Just and Equitable Principles of Trade 1 ................
Options 9, Section 9(a)(1) Prevention of the Misuse of Material, Nonpublic Information #.
Options 9, Section 10 Disciplinary Action by Other Organizations # .......
Options 9, Section 21 Anti-Money Laundering Compliance Program # ...
Options 10, Section 12 Statements of Financial Condition to Customers
Options 10, Section 19 Transfer of Accounts # ........................................
Options 10, Section 23 Telemarketing .....................................................
Options 6E, Section 1 Maintenance, Retention, and Furnishing of
Books, Records and Other Information #.
FINRA Rule 2010 Standards of Commercial Honor and Principles of
Trade; FINRA Rule 0140(a) Applicability.
Section 15(g) of the Securities Exchange Act of 1934, and FINRA Rule
3110(b)(1), (d) Supervision.
FINRA Rule 4530(a)(1)(A) and (2) Reporting Requirements; FINRA ByLaws, Article V, Section 2(c); and FINRA By-Laws, Article V, Section
3.
FINRA Rule 3310 Anti-Money Laundering Compliance Program.
Rule 17a–5 of the Securities Exchange Act of 1934.
FINRA Rule 11870 Customer Account Transfer Contracts.
FINRA Rule 3230 Telemarketing.
FINRA Rule 4511(a) Books and Records—Requirements.
jbell on DSKJLSW7X2PROD with NOTICES
1 FINRA shall not have Regulatory Responsibilities with respect to the Supplementary Material to ISE Options 9, Section 1. Responsibility for
such shall remain with ISE.
In addition, the following provisions
shall be part of this 17d–2 Agreement:
SEA Rule 14e–4—Prohibited
Transactions in Connection with Partial
Tender Offers ∧
∧ FINRA shall perform surveillance,
investigation, and Enforcement
Responsibilities for SEA Rule 14e–
4(a)1)(ii)(D).
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing.
VerDate Sep<11>2014
21:21 Dec 22, 2020
Jkt 253001
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number 4–
529 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
PO 00000
Frm 00156
Fmt 4703
Sfmt 4703
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number 4–529. 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
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jbell on DSKJLSW7X2PROD with NOTICES
plan that are filed with the Commission,
and all written communications relating
to the proposed plan between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
plan also will be available for inspection
and copying at the principal offices of
FINRA and ISE. 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 4–529 and
should be submitted on or before
January 13, 2021.
V. Discussion
The Commission finds that the
proposed Amended Plan is consistent
with the factors set forth in Section
17(d) of the Act 12 and Rule 17d–2(c)
thereunder 13 in that the proposed
Amended Plan is necessary or
appropriate in the public interest and
for the protection of investors, fosters
cooperation and coordination among
SROs, and removes impediments to and
fosters the development of the national
market system. In particular, the
Commission believes that the proposed
Amended Plan should reduce
unnecessary regulatory duplication by
allocating to FINRA certain examination
and enforcement responsibilities for
Common Members that would
otherwise be performed by both FINRA
and ISE. Accordingly, the proposed
Amended Plan promotes efficiency by
reducing costs to Common Members.
Furthermore, because ISE and FINRA
will coordinate their regulatory
functions in accordance with the
Amended Plan, the Amended Plan
should promote investor protection.
The Commission notes that, under the
Amended Plan, ISE and FINRA have
allocated regulatory responsibility for
those ISE rules, set forth in the
Certification, that are substantially
similar to the applicable FINRA rules in
that examination for compliance with
such provisions and rules would not
require FINRA to develop one or more
new examination standards, modules,
procedures, or criteria in order to
12 15
13 17
U.S.C. 78q(d).
CFR 240.17d–2(c).
VerDate Sep<11>2014
21:21 Dec 22, 2020
analyze the application of the rule, or a
Common Member’s activity, conduct, or
output in relation to such rule. In
addition, under the Amended Plan,
FINRA would assume regulatory
responsibility for certain provisions of
the federal securities laws and the rules
and regulations thereunder that are set
forth in the Certification. The Common
Rules covered by the Amended Plan are
specifically listed in the Certification, as
may be amended by the Parties from
time to time.
According to the Amended Plan, ISE
will review the Certification at least
annually, or more frequently if required
by changes in either the rules of ISE or
FINRA, and, if necessary, submit to
FINRA an updated list of Common
Rules to add ISE rules not included on
the then-current list of Common Rules
that are substantially similar to FINRA
rules; delete ISE rules included in the
then-current list of Common Rules that
no longer qualify as common rules; and
confirm that the remaining rules on the
list of Common Rules continue to be ISE
rules that qualify as common rules.14
FINRA will then confirm in writing
whether the rules listed in any updated
list are Common Rules as defined in the
Amended Plan. Under the Amended
Plan, ISE also will provide FINRA with
a current list of Common Members and
will update the list no less frequently
than once each quarter.15 The
Commission believes that these
provisions are designed to provide for
continuing communication between the
Parties to ensure the continued accuracy
of the scope of the proposed allocation
of regulatory responsibility.
The Commission is hereby declaring
effective an Amended Plan that, among
other things, allocates regulatory
responsibility to FINRA for the
oversight and enforcement of all ISE
rules that are substantially similar to the
rules of FINRA for Common Members of
ISE and FINRA. Therefore,
modifications to the Certification need
not be filed with the Commission as an
amendment to the Amended Plan,
provided that the Parties are only
adding to, deleting from, or confirming
changes to ISE rules in the Certification
in conformance with the definition of
Common Rules provided in the
Amended Plan. However, should the
Parties decide to add a ISE rule to the
Certification that is not substantially
similar to a FINRA rule; delete a ISE
rule from the Certification that is
substantially similar to a FINRA rule; or
leave on the Certification a ISE rule that
is no longer substantially similar to a
14 See
15 See
Jkt 253001
PO 00000
paragraph 2 of the Amended Plan.
paragraph 3 of the Amended Plan.
Frm 00157
Fmt 4703
Sfmt 9990
84039
FINRA rule, then such a change would
constitute an amendment to the
Amended Plan, which must be filed
with the Commission pursuant to Rule
17d–2 under the Act.16
Under paragraph (c) of Rule 17d–2,
the Commission may, after appropriate
notice and comment, declare a plan, or
any part of a plan, effective. In this
instance, the Commission believes that
appropriate notice and comment can
take place after the proposed
amendment is effective. The primary
purpose of the amendment is to allocate
surveillance, investigation, and
enforcement responsibilities for Rule
14e–4 under the Act, to reflect the name
change of International Securities
Exchange, LLC to Nasdaq ISE, LLC. By
declaring it effective today, the
Amended Plan can become effective and
be implemented without undue delay.
The Commission notes that the prior
version of this plan immediately prior to
this proposed amendment was
published for comment and the
Commission did not receive any
comments thereon.17 Furthermore, the
Commission does not believe that the
amendment to the plan raises any new
regulatory issues that the Commission
has not previously considered.
VI. Conclusion
This order gives effect to the
Amended Plan filed with the
Commission in File No. 4–529. The
Parties shall notify all members affected
by the Amended Plan of their rights and
obligations under the Amended Plan.
It is therefore ordered, pursuant to
Section 17(d) of the Act, that the
Amended Plan in File No. 4–529,
between the FINRA and ISE, filed
pursuant to Rule 17d–2 under the Act,
hereby is approved and declared
effective.
It is further ordered that ISE is
relieved of those responsibilities
allocated to FINRA under the Amended
Plan in File No. 4–529.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–28307 Filed 12–22–20; 8:45 am]
BILLING CODE 8011–01–P
16 The addition to or deletion from the
Certification of any federal securities laws, rules,
and regulations for which FINRA would bear
responsibility under the Amended Plan for
examining, and enforcing compliance by, Common
Members, also would constitute an amendment to
the Amended Plan.
17 See supra note 11 (citing to Securities
Exchange Act Release No. 55367).
18 17 CFR 200.30–3(a)(34).
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]]>Agencies
[Federal Register Volume 85, Number 247 (Wednesday, December 23, 2020)]
[Notices]
[Pages 84034-84039]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-28307]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-90702; File No. 4-529]
Program for Allocation of Regulatory Responsibilities Pursuant to
Rule 17d-2; Notice of Filing and Order Approving and Declaring
Effective an Amended Plan for the Allocation of Regulatory
Responsibilities Between the Financial Industry Regulatory Authority,
Inc. and Nasdaq ISE, LLC
December 17, 2020.
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 November 19, 2020, pursuant to Rule
17d-2 of the Act,\2\ by the Financial Industry Regulatory Authority,
Inc. (``FINRA'') and Nasdaq ISE, LLC (``ISE'') (collectively,
``Participating Organizations'' or ``parties''). This agreement amends
and restates the agreement entered into between FINRA and International
Securities Exchange, LLC on December 16, 2006, entitled ``Agreement
Between Financial Industry Regulatory Authority, Inc. and International
Securities Exchange, LLC Pursuant to Rule 17d-2 under the Securities
Exchange Act of 1934,'' and any subsequent amendments thereafter.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78q(d).
\2\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------
I. Introduction
Section 19(g)(1) of the Act,\3\ among other things, requires every
self-regulatory organization (``SRO'') registered as either a national
securities exchange or national securities association to examine for,
and enforce compliance by, its members and persons associated with its
members with the Act, the rules and regulations thereunder, and the
SRO's own rules, unless the SRO is relieved of this responsibility
pursuant to Section
[[Page 84035]]
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).
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
To implement Section 17(d)(1), the Commission adopted two rules:
Rule 17d-1 and Rule 17d-2 under the Act.\8\ Rule 17d-1 authorizes the
Commission to name a single SRO as the designated examining authority
(``DEA'') to examine common members for compliance with the financial
responsibility requirements imposed by the Act, or by Commission or SRO
rules.\9\ When an SRO has been named as a common member's DEA, all
other SROs to which the common member belongs are relieved of the
responsibility to examine the firm for compliance with the applicable
financial responsibility rules. On its face, Rule 17d-1 deals only with
an SRO's obligations to enforce member compliance with financial
responsibility requirements. Rule 17d-1 does not relieve an SRO from
its obligation to examine a common member for compliance with its own
rules and provisions of the federal securities laws governing matters
other than financial responsibility, including sales practices and
trading activities and practices.
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
To address regulatory duplication in these and other areas, the
Commission adopted Rule 17d-2 under the Act.\10\ Rule 17d-2 permits
SROs to propose joint plans for the allocation of regulatory
responsibilities with respect to their common members. Under paragraph
(c) of Rule 17d-2, the Commission may declare such a plan effective if,
after providing for appropriate notice and opportunity for comment, it
determines that the plan is necessary or appropriate in the public
interest and for the protection of investors, to foster cooperation and
coordination among the SROs, to remove impediments to, and foster the
development of, a national market system and a national clearance and
settlement system, and is in conformity with the factors set forth in
Section 17(d) of the Act. Commission approval of a plan filed pursuant
to Rule 17d-2 relieves an SRO of those regulatory responsibilities
allocated by the plan to another SRO.
---------------------------------------------------------------------------
\10\ See Securities Exchange Act Release No. 12935 (October 28,
1976), 41 FR 49091 (November 8, 1976).
---------------------------------------------------------------------------
II. The Plan
On February 27, 2007, the Commission declared effective the Plan
entered into between FINRA and ISE for allocating regulatory
responsibility pursuant to Rule 17d-2.\11\ The Plan is intended to
reduce regulatory duplication for firms that are common members of
FINRA and ISE by allocating regulatory responsibility with respect to
certain applicable laws, rules, and regulations that are common among
them. Included in the Plan is an exhibit that lists every ISE rule for
which FINRA bears responsibility under the Plan for overseeing and
enforcing with respect to ISE members that are also members of FINRA
and the associated persons therewith (``Certification'').
---------------------------------------------------------------------------
\11\ See Securities Exchange Act Release No. 55367 (February 27,
2007), 72 FR 9983 (March 6, 2007).
---------------------------------------------------------------------------
III. Proposed Amendment to the Plan
On November 19, 2020, the parties submitted a proposed amendment to
the Plan (``Amended Plan''). The primary purpose of the Amended Plan is
to allocate surveillance, investigation, and enforcement
responsibilities for Rule 14e-4 under the Act and to reflect the name
change of International Securities Exchange, LLC to Nasdaq ISE, LLC.
The text of the proposed Amended Plan is as follows (additions are
italicized; deletions are [bracketed]):
* * * * *
AGREEMENT BETWEEN [NASD]FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.
AND [INTERNATIONAL SECURITIES EXCHANGE]NASDAQ ISE, LLC PURSUANT TO RULE
17d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
This Agreement, by and between the [National Association of
Securities Dealers, Inc. (``NASD'')]Financial Industry Regulatory
Authority, Inc. (``FINRA'') and the [International Securities
Exchange]Nasdaq ISE, LLC (``ISE''), is made this [20th] 16th day of
[December] November, 20[06]20 (the ``Agreement''), pursuant to Section
17(d) of the Securities Exchange Act of 1934 (the ``Exchange Act'') and
Rule 17d-2 thereunder which permits agreements between self-regulatory
organizations to allocate regulatory responsibility to eliminate
regulatory duplication. [NASD]FINRA and ISE may be referred to
individually as a ``party'' and together as the ``parties.''
This Agreement amends and restates the agreement entered into
between the parties on April 3, 2000 and amended on April 27, 2000 and
December 20, 2006, entitled ``Agreement Between the National
Association of Securities Dealers, Inc., NASD [Regulation, Inc.] and
the International Securities Exchange LLC Pursuant to Section 17(d) and
Rule 17d-2,'' and any subsequent amendments thereafter.
Whereas, [NASD]FINRA and ISE desire to reduce duplication in the
examination of their Dual Members (as defined herein) and in the filing
and processing of certain registration and membership records; and
Whereas, [NASD]FINRA and ISE desire to execute an agreement
covering such subjects pursuant to the provisions of Rule 17d-2 under
the Exchange Act and to file such agreement with the Securities and
Exchange Commission (the ``SEC'' or ``Commission'') for its approval.
Now, therefore, in consideration of the mutual covenants contained
hereinafter, [NASD]FINRA and ISE hereby agree as follows:
1. Definitions. Unless otherwise defined in this Agreement or the
context otherwise requires, the terms used in this Agreement shall have
the same meaning as they have under the Exchange Act and the rules and
regulations thereunder. As used in this Agreement, the following terms
shall have the following meanings:
(a) ``ISE Rules'' or ``[NASD]FINRA Rules'' shall mean the rules
of the ISE or [NASD]FINRA, respectively, as the rules of an exchange
or association are defined in Exchange Act Section 3(a)(27).
(b) ``Common Rules'' shall mean the ISE Rules that are
substantially similar to the applicable [NASD]FINRA Rules in that
examination for compliance with such rules would not require
[NASD]FINRA to develop one or more new examination standards,
modules, procedures, or criteria in order to analyze the application
of the rule, or a Dual Member's activity, conduct, or output in
relation to such rule. Common Rules shall not include any provisions
regarding (i)
[[Page 84036]]
notice, reporting or any other filings made directly to or from ISE,
(ii) incorporation by reference of ISE Rules that are not Common
Rules, (iii) exercise of discretion in a manner that differs from
FINRA's exercise of discretion including, but not limited to
exercise of exemptive authority by ISE, (iv) prior written approval
of ISE and (v) payment of fees or fines to ISE.
(c) ``Dual Members'' shall mean those ISE members that are also
members of [NASD]FINRA and the associated persons therewith.
(d) ``Effective Date'' shall have the meaning set forth in
paragraph 14.
(e) ``Enforcement Responsibilities'' shall mean the conduct of
appropriate proceedings, in accordance with the [NASD]FINRA Code of
Procedure (the Rule 9000 Series) and other applicable [NASD]FINRA
procedural rules, to determine whether violations of pertinent laws,
rules or regulations have occurred, and if such violations are
deemed to have occurred, the imposition of appropriate sanctions as
specified under the [NASD]FINRA's Code of Procedure and sanctions
guidelines.
(f) ``Regulatory Responsibilities'' shall mean the examination
responsibilities and Enforcement Responsibilities relating to
compliance by the Dual Members with the Common Rules and the
provisions of the Exchange Act and the rules and regulations
thereunder, and other applicable laws, rules and regulations, each
as set forth on Exhibit 1 attached hereto. The term ``Regulatory
Responsibilities'' shall also include the surveillance,
investigation and Enforcement Responsibilities relating to
compliance by Common Members with Rule 14e-4 of the Securities
Exchange Act (``Rule 14e-4''), with a focus on the standardized call
option provision of Rule 14e-4(a)(1)(ii)(D).
2. Regulatory and Enforcement Responsibilities. [NASD]FINRA shall
assume Regulatory Responsibilities and Enforcement Responsibilities for
Dual Members. Attached as Exhibit 1 to this Agreement and made part
hereof, ISE furnished [NASD]FINRA with a current list of Common Rules
and certified to [NASD]FINRA that such rules are substantially similar
to the corresponding [NASD]FINRA rule (the ``Certification'').
[NASD]FINRA hereby agrees that the rules listed in the Certification
are Common Rules as defined in this Agreement. Each year following the
Effective Date of this Agreement, or more frequently if required by
changes in either the rules of ISE or [NASD]FINRA, ISE shall submit an
updated list of Common Rules to [NASD]FINRA for review which shall add
ISE rules not included in the current list of Common Rules that qualify
as Common Rules as defined in this Agreement; delete ISE rules included
in the current list of Common Rules that no longer qualify as Common
Rules as defined in this Agreement; and confirm that the remaining
rules on the current list of Common Rules continue to be ISE rules that
qualify as Common Rules as defined in this Agreement. Within 30 days of
receipt of such updated list, [NASD]FINRA shall confirm in writing
whether the rules listed in any updated list are Common Rules as
defined in this Agreement. Notwithstanding anything herein to the
contrary, it is explicitly understood that the term ``Regulatory
Responsibilities'' does not include, and ISE shall retain full
responsibility for (unless otherwise addressed by separate agreement or
rule) the following:
(a) Surveillance and enforcement with respect to trading activities
or practices involving ISE's own marketplace, including without
limitation ISE's rules relating to the rights and obligations of market
makers;
(b) registration pursuant to its applicable rules of associated
persons (i.e., registration rules that are not Common Rules);
(c) discharge of its duties and obligations as a Designated
Examining Authority pursuant to Rule 17d-1 under the Exchange Act; and
(d) any ISE Rules that are not Common Rules, except for ISE Rules
for any ISE member that operates as a facility (as defined in Section
3(a)(2) of the Exchange Act), acts as an outbound router for the ISE
and is a member of [NASD]FINRA (``Router Member'') as provided in
paragraph 6. As of the date of this Agreement, ISE Route LLC is the
only Router Member.
3. Dual Members. Prior to the Effective Date, ISE shall furnish
[NASD]FINRA with a current list of Dual Members, which shall be updated
no less frequently than once each quarter.
4. No Charge. There shall be no charge to ISE by [NASD]FINRA for
performing the Regulatory Responsibilities and Enforcement
Responsibilities under this Agreement except as hereinafter provided.
[NASD]FINRA shall provide ISE with ninety (90) days advance written
notice in the event [NASD]FINRA decides to impose any charges to ISE
for performing the Regulatory Responsibilities under this Agreement. If
[NASD]FINRA determines to impose a charge, ISE shall have the right at
the time of the imposition of such charge to terminate this Agreement;
provided, however, that [NASD]FINRA's Regulatory Responsibilities under
this Agreement shall continue until the Commission approves the
termination of this Agreement.
5. Reassignment of Regulatory Responsibilities. Notwithstanding any
provision hereof, this Agreement shall be subject to any statute, or
any rule or order of the Commission, or industry agreement,
restructuring the regulatory framework of the securities industry or
reassigning Regulatory Responsibilities between self-regulatory
organizations. To the extent such action is inconsistent with this
Agreement, such action shall supersede the provisions hereof to the
extent necessary for them to be properly effectuated and the provisions
hereof in that respect shall be null and void.
6. Notification of Violations. In the event that [NASD]FINRA
becomes aware of apparent violations of any ISE Rules, which are not
listed as Common Rules, discovered pursuant to the performance of the
Regulatory Responsibilities assumed hereunder, [NASD]FINRA shall notify
ISE of those apparent violations for such response as ISE deems
appropriate. Apparent violations of all other applicable rules,
including violations of the Common Rules, various securities acts, and
rules and regulations thereunder, shall be processed by, and
enforcement proceedings in respect thereto shall be conducted by
[NASD]FINRA as provided hereinbefore; provided, however, that in the
event a Dual Member is the subject of an investigation relating to a
transaction on the ISE, ISE may in its discretion assume concurrent
jurisdiction and responsibility. With respect to apparent violations of
any ISE Rules by any Router Member, [NASD]FINRA shall not make
referrals to ISE pursuant to this paragraph 6. Such apparent violations
shall be processed by, and enforcement proceedings in respect thereto
will be conducted by, [NASD]FINRA as provided in this Agreement. Each
party agrees to make available promptly all files, records and
witnesses necessary to assist the other in its investigation or
proceedings.
7. Continued Assistance. [NASD]FINRA shall make available to ISE
all information obtained by [NASD]FINRA in the performance by it of the
Regulatory Responsibilities hereunder in respect to the Dual Members
subject to this Agreement. In particular, and not in limitation of the
foregoing, [NASD]FINRA shall furnish ISE any information it obtains
about Dual Members which reflects adversely on their financial
condition. It is understood that such information is of an extremely
sensitive nature and, accordingly, ISE acknowledges and agrees to take
all reasonable steps to maintain its confidentiality. ISE shall make
available to [NASD]FINRA any information coming to its attention that
reflects adversely on the financial condition of Dual Members or
indicates
[[Page 84037]]
possible violations of applicable laws, rules or regulations by such
firms.
8. Dual Member Applications.
(a) Dual Members subject to this Agreement shall be required to
submit, and [NASD]FINRA shall be responsible for processing and acting
upon all applications submitted on behalf of allied persons, partners,
officers, registered personnel and any other person required to be
approved by the rules of both ISE and [NASD]FINRA or associated with
Dual Members thereof. Upon request, [NASD]FINRA shall advise ISE of any
changes of allied members, partners, officers, registered personnel and
other persons required to be approved by the rules of both ISE and
[NASD]FINRA.
(b) Dual Members shall be required to send to [NASD]FINRA all
letters, termination notices or other material respecting the
individuals listed in paragraph 8(a).
(c) When as a result of processing such submissions [NASD]FINRA
becomes aware of a statutory disqualification as defined in the
Exchange Act with respect to a Dual Member, [NASD]FINRA shall determine
pursuant to Sections 15A(g) and/or Section 6(c) of the Exchange Act the
acceptability or continued applicability of the person to whom such
disqualification applies and keep ISE advised of its actions in this
regard for such subsequent proceedings as ISE may initiate.
(d) Notwithstanding the foregoing, [NASD]FINRA shall not review the
membership application, reports, filings, fingerprint cards, notices,
or other writings filed to determine if such documentation submitted by
a broker or dealer, or a person associated therewith or other persons
required to register or qualify by examination: (i) Meets the ISE
requirements for general membership or for specified categories of
membership or participation in the ISE, such as (A) Primary Market
Maker Membership (``PMM''); (B) Competitive Market Maker Membership
(``CMM''); (C) Electronic Access Membership (``EAM'') (or any similar
type of ISE membership or participation that is created after this
Agreement is executed); or (ii) meets the ISE requirements to be
associated with, or employed by, an ISE member or participant in any
capacity, such a Designated Trading Representative (``DTR'') (or any
similar type of participation, employment category or title, or
associate-person category or class that is created after this Agreement
is executed). [NASD]FINRA shall not review applications or other
documentation filed to request a change in the rights or status
described in this paragraph 8(d), including termination or limitation
on activities, of a member or a participant of the ISE, or a person
associated with, or requesting association with, a member or
participant of the ISE.
9. Branch Office Information. [NASD]FINRA shall also be responsible
for processing and, if required, acting upon all requests for the
opening, address changes, and terminations of branch offices by Dual
Members and any other applications required of Dual Members with
respect to the Common Rules as they may be amended from time to time.
[NASD]FINRA shall advise ISE monthly of the opening, address change and
termination of branch and main offices of Dual Members and the names of
such branch office managers.
10. Customer Complaints. ISE shall forward to [NASD]FINRA copies of
all customer complaints involving Dual Members received by ISE relating
to [NASD]FINRA's Regulatory Responsibilities under this Agreement. It
shall be [NASD]FINRA's responsibility to review and take appropriate
action in respect to such complaints.
11. Advertising. [NASD]FINRA shall assume responsibility to review
the advertising of Dual Members subject to the Agreement, provided that
such material is filed with [NASD]FINRA in accordance with
[NASD]FINRA's filing procedures and is accompanied with any applicable
filing fees set forth in [NASD]FINRA Rules. Such review shall be made
in accordance with then applicable [NASD]FINRA rules and
interpretations. The advertising of Dual Members shall be subject only
to compliance with appropriate [NASD]FINRA rules and interpretations.
12. No Restrictions on Regulatory Action. Nothing contained in this
Agreement shall restrict or in any way encumber the right of either
party to conduct its own independent or concurrent investigation,
examination or enforcement proceeding of or against Dual Members, as
either party, in its sole discretion, shall deem appropriate or
necessary.
13. Termination. This Agreement may be terminated by ISE or
[NASD]FINRA at any time upon the approval of the Commission after one
(1) year's written notice to the other party, except as provided in
paragraph 4.
14. Effective Date. This Agreement shall be effective upon approval
of the Commission.
15. Arbitration. In the event of a dispute between the parties as
to the operation of this Agreement, ISE and [NASD]FINRA hereby agree
that any such dispute shall be settled by arbitration in Washington, DC
in accordance with the rules of the American Arbitration Association
then in effect, or such other procedures as the parties may mutually
agree upon. Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction.
16. Separate Agreement. This Agreement is wholly separate from (1)
the multiparty Agreement made pursuant to Rule 17d-2 of the Exchange
Act between the [American Stock Exchange LLC, the Boston Stock
Exchange, Inc., the Chicago Board Options Exchange, Inc., the
International Securities Exchange LLC, the National Association of
Securities Dealers, Inc., the New York Stock Exchange, Inc., the
Pacific Exchange, Inc., and the Philadelphia Stock Exchange, Inc.] 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 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
[January 14, 2004]February 12, 2019, and as may be amended from time to
time or (2) the multiparty Agreement made pursuant to Rule 17d-2 of the
Exchange Act 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 approved by the Commission on February 11, 2019 involving options-
related market surveillance matters and such agreements as may be
amended from time to time.
17. Notification of Members. ISE and [NASD]FINRA shall notify Dual
Members of this Agreement after the Effective Date by means of a
uniform joint notice.
18. Amendment. This Agreement may be amended in writing duly
approved
[[Page 84038]]
by each party. All such amendments must be filed with and approved by
the Commission before they become effective.
19. Limitation of Liability. Neither [NASD]FINRA nor ISE nor any of
their respective directors, governors, officers or employees shall be
liable to the other party to this Agreement for any liability, loss or
damage resulting from or claimed to have resulted from any delays,
inaccuracies, errors or omissions with respect to the provision of
Regulatory Responsibilities as provided hereby or for the failure to
provide any such responsibility, except with respect to such liability,
loss or damages as shall have been suffered by one or the other of
[NASD]FINRA or ISE and caused by the willful misconduct of the other
party or their respective directors, governors, officers or employees.
No warranties, express or implied, are made by [NASD]FINRA or ISE with
respect to any of the responsibilities to be performed by each of them
hereunder.
20. Relief from Responsibility. Pursuant to Sections 17(d)(1)(A)
and 19(g) of the Exchange Act and Rule 17d-2 thereunder, [NASD]FINRA
and ISE join in requesting the Commission, upon its approval of this
Agreement or any part thereof, to relieve ISE of any and all
responsibilities with respect to matters allocated to [NASD]FINRA
pursuant to this Agreement; provided, however, that this Agreement
shall not be effective until the Effective Date.
In witness whereof, each party has executed or caused this
Agreement to be executed on its behalf by a duly authorized officer as
of the date first written above.
[NATIONAL ASSOCIATION OF SECURITIES DEALERS]FINANCIAL INDUSTRY
REGULATORY AUTHORITY, INC.
By---------------------------------------------------------------------
Name:
Title:
[INTERNATIONAL SECURITIES EXCHANGE]NASDAQ ISE, LLC
By---------------------------------------------------------------------
Name:
Title:
Note: The entire existing table of rules should be deleted and
replaced with the table below.
EXHIBIT 1
ISE CERTIFICATION OF COMMON RULES
ISE hereby certifies that the requirements contained in the rules
listed below for ISE are identical to, or substantially similar to, the
comparable [NASD]FINRA rules identified.
# Common Rules shall not include provisions regarding (i) notice,
reporting or any other filings made directly to or from ISE, (ii)
incorporations by reference to other ISE Rules that are not Common
Rules, (iii) exercise of discretion in a manner that differs from
FINRA's exercise of discretion including, but not limited to exercise
of exemptive authority, by ISE, (iv) prior written approval of ISE, and
(v) payment of fees or fines to ISE.
------------------------------------------------------------------------
ISE RULE(S) FINRA RULE(S)
------------------------------------------------------------------------
General 3, Section 3(b)--Persons FINRA Rule 1010 Electronic
Associated with Members; General 4-- Filing Requirements for
Nasdaq Stock Market General 4, Rule Uniform Forms; FINRA By-Laws
1.1250 Electronic Filing Requirements Article IV, Sec. 1(c)
for Uniform Forms incorporated by Application for Membership;
reference . FINRA By-Laws, Article V,
Section 1 Qualification
Requirements; FINRA By-Laws,
Article V, Sec. 2 Application
for Registration; and FINRA By-
Laws Article V, Section 3
Notification by Member to the
Corporation and Associated
Person of Termination;
Amendments to Notification.
General 4--Nasdaq Stock Market General FINRA Rule 1240 Continuing
4, Section 1.1240 Continuing Education Education Requirements.
Requirements incorporated by reference
.
Options 9, Section 1 Just and Equitable FINRA Rule 2010 Standards of
Principles of Trade \1\. Commercial Honor and
Principles of Trade; FINRA
Rule 0140(a) Applicability.
Options 9, Section 9(a)(1) Prevention Section 15(g) of the Securities
of the Misuse of Material, Nonpublic Exchange Act of 1934, and
Information . FINRA Rule 3110(b)(1), (d)
Supervision.
Options 9, Section 10 Disciplinary FINRA Rule 4530(a)(1)(A) and
Action by Other Organizations . (2) Reporting Requirements;
FINRA By-Laws, Article V,
Section 2(c); and FINRA By-
Laws, Article V, Section 3.
Options 9, Section 21 Anti-Money FINRA Rule 3310 Anti-Money
Laundering Compliance Program . Laundering Compliance Program.
Options 10, Section 12 Statements of Rule 17a-5 of the Securities
Financial Condition to Customers. Exchange Act of 1934.
Options 10, Section 19 Transfer of FINRA Rule 11870 Customer
Accounts . Account Transfer Contracts.
Options 10, Section 23 Telemarketing... FINRA Rule 3230 Telemarketing.
Options 6E, Section 1 Maintenance, FINRA Rule 4511(a) Books and
Retention, and Furnishing of Books, Records--Requirements.
Records and Other Information .
------------------------------------------------------------------------
\1\ FINRA shall not have Regulatory Responsibilities with respect to the
Supplementary Material to ISE Options 9, Section 1. Responsibility for
such shall remain with ISE.
In addition, the following provisions shall be part of this 17d-2
Agreement:
SEA Rule 14e-4--Prohibited Transactions in Connection with Partial
Tender Offers [supcaret]
[supcaret] FINRA shall perform surveillance, investigation, and
Enforcement Responsibilities for SEA Rule 14e-4(a)1)(ii)(D).
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number 4-529 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 4-529. 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
[[Page 84039]]
plan that are filed with the Commission, and all written communications
relating to the proposed plan between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for website
viewing and printing in the Commission's Public Reference Room, 100 F
Street NE, Washington, DC 20549, on official business days between the
hours of 10:00 a.m. and 3:00 p.m. Copies of the plan also will be
available for inspection and copying at the principal offices of FINRA
and ISE. 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 4-529 and should be submitted
on or before January 13, 2021.
V. Discussion
The Commission finds that the proposed Amended Plan is consistent
with the factors set forth in Section 17(d) of the Act \12\ and Rule
17d-2(c) thereunder \13\ in that the proposed Amended Plan is necessary
or appropriate in the public interest and for the protection of
investors, fosters cooperation and coordination among SROs, and removes
impediments to and fosters the development of the national market
system. In particular, the Commission believes that the proposed
Amended Plan should reduce unnecessary regulatory duplication by
allocating to FINRA certain examination and enforcement
responsibilities for Common Members that would otherwise be performed
by both FINRA and ISE. Accordingly, the proposed Amended Plan promotes
efficiency by reducing costs to Common Members. Furthermore, because
ISE and FINRA will coordinate their regulatory functions in accordance
with the Amended Plan, the Amended Plan should promote investor
protection.
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78q(d).
\13\ 17 CFR 240.17d-2(c).
---------------------------------------------------------------------------
The Commission notes that, under the Amended Plan, ISE and FINRA
have allocated regulatory responsibility for those ISE rules, set forth
in the Certification, that are substantially similar to the applicable
FINRA rules in that examination for compliance with such provisions and
rules would not require FINRA to develop one or more new examination
standards, modules, procedures, or criteria in order to analyze the
application of the rule, or a Common Member's activity, conduct, or
output in relation to such rule. In addition, under the Amended Plan,
FINRA would assume regulatory responsibility for certain provisions of
the federal securities laws and the rules and regulations thereunder
that are set forth in the Certification. The Common Rules covered by
the Amended Plan are specifically listed in the Certification, as may
be amended by the Parties from time to time.
According to the Amended Plan, ISE will review the Certification at
least annually, or more frequently if required by changes in either the
rules of ISE or FINRA, and, if necessary, submit to FINRA an updated
list of Common Rules to add ISE rules not included on the then-current
list of Common Rules that are substantially similar to FINRA rules;
delete ISE rules included in the then-current list of Common Rules that
no longer qualify as common rules; and confirm that the remaining rules
on the list of Common Rules continue to be ISE rules that qualify as
common rules.\14\ FINRA will then confirm in writing whether the rules
listed in any updated list are Common Rules as defined in the Amended
Plan. Under the Amended Plan, ISE also will provide FINRA with a
current list of Common Members and will update the list no less
frequently than once each quarter.\15\ The Commission believes that
these provisions are designed to provide for continuing communication
between the Parties to ensure the continued accuracy of the scope of
the proposed allocation of regulatory responsibility.
---------------------------------------------------------------------------
\14\ See paragraph 2 of the Amended Plan.
\15\ See paragraph 3 of the Amended Plan.
---------------------------------------------------------------------------
The Commission is hereby declaring effective an Amended Plan that,
among other things, allocates regulatory responsibility to FINRA for
the oversight and enforcement of all ISE rules that are substantially
similar to the rules of FINRA for Common Members of ISE and FINRA.
Therefore, modifications to the Certification need not be filed with
the Commission as an amendment to the Amended Plan, provided that the
Parties are only adding to, deleting from, or confirming changes to ISE
rules in the Certification in conformance with the definition of Common
Rules provided in the Amended Plan. However, should the Parties decide
to add a ISE rule to the Certification that is not substantially
similar to a FINRA rule; delete a ISE rule from the Certification that
is substantially similar to a FINRA rule; or leave on the Certification
a ISE rule that is no longer substantially similar to a FINRA rule,
then such a change would constitute an amendment to the Amended Plan,
which must be filed with the Commission pursuant to Rule 17d-2 under
the Act.\16\
---------------------------------------------------------------------------
\16\ The addition to or deletion from the Certification of any
federal securities laws, rules, and regulations for which FINRA
would bear responsibility under the Amended Plan for examining, and
enforcing compliance by, Common Members, also would constitute an
amendment to the Amended Plan.
---------------------------------------------------------------------------
Under paragraph (c) of Rule 17d-2, the Commission may, after
appropriate notice and comment, declare a plan, or any part of a plan,
effective. In this instance, the Commission believes that appropriate
notice and comment can take place after the proposed amendment is
effective. The primary purpose of the amendment is to allocate
surveillance, investigation, and enforcement responsibilities for Rule
14e-4 under the Act, to reflect the name change of International
Securities Exchange, LLC to Nasdaq ISE, LLC. By declaring it effective
today, the Amended Plan can become effective and be implemented without
undue delay. The Commission notes that the prior version of this plan
immediately prior to this proposed amendment was published for comment
and the Commission did not receive any comments thereon.\17\
Furthermore, the Commission does not believe that the amendment to the
plan raises any new regulatory issues that the Commission has not
previously considered.
---------------------------------------------------------------------------
\17\ See supra note 11 (citing to Securities Exchange Act
Release No. 55367).
---------------------------------------------------------------------------
VI. Conclusion
This order gives effect to the Amended Plan filed with the
Commission in File No. 4-529. The Parties shall notify all members
affected by the Amended Plan of their rights and obligations under the
Amended Plan.
It is therefore ordered, pursuant to Section 17(d) of the Act, that
the Amended Plan in File No. 4-529, between the FINRA and ISE, filed
pursuant to Rule 17d-2 under the Act, hereby is approved and declared
effective.
It is further ordered that ISE is relieved of those
responsibilities allocated to FINRA under the Amended Plan in File No.
4-529.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------
\18\ 17 CFR 200.30-3(a)(34).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-28307 Filed 12-22-20; 8:45 am]
BILLING CODE 8011-01-P
