[Federal Register Volume 79, Number 205 (Thursday, October 23, 2014)]
[Notices]
[Pages 63448-63453]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-25203]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73383; File No. 4-678]


Program for Allocation of Regulatory Responsibilities Pursuant to 
Rule 17d-2; Notice of Filing of Proposed Plan for the Allocation of 
Regulatory Responsibilities Between the Financial Industry Regulatory 
Authority, Inc. and Miami International Securities Exchange, LLC

October 17, 2014.
    Pursuant to Section 17(d) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 17d-2 thereunder,\2\ notice is hereby given that 
on October 14, 2014, Miami International Securities Exchange, LLC 
(``MIAX'') and the Financial Industry Regulatory Authority, Inc. 
(``FINRA'') (together with MIAX, the ``Parties'') filed with the 
Securities and Exchange Commission (``Commission'' or ``SEC'') a plan 
for the allocation of regulatory responsibilities, dated October 13, 
2014 (``17d-2 Plan'' or the ``Plan''). The Commission is publishing 
this notice to solicit comments on the 17d-2 Plan from interested 
persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------

I. Introduction

    Section 19(g)(1) of the Act,\3\ among other things, requires every 
self-regulatory organization (``SRO'') registered as either a national 
securities exchange or national securities association to examine for, 
and enforce compliance by, its members and persons associated with its 
members with the Act, the rules and regulations thereunder, and the 
SRO's own rules, unless the SRO is relieved of this responsibility 
pursuant to Section 17(d) or Section 19(g)(2) of the Act.\4\ Without 
this relief, the statutory obligation of each individual SRO could 
result in a pattern of multiple examinations of broker-dealers that 
maintain memberships in more than one SRO (``common members''). Such 
regulatory duplication would add unnecessary expenses for common 
members and their SROs.
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78s(g)(1).
    \4\ 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), respectively.
---------------------------------------------------------------------------

    Section 17(d)(1) of the Act \5\ was intended, in part, to eliminate 
unnecessary multiple examinations and regulatory duplication.\6\ With 
respect to

[[Page 63449]]

a common member, Section 17(d)(1) authorizes the Commission, by rule or 
order, to relieve an SRO of the responsibility to receive regulatory 
reports, to examine for and enforce compliance with applicable 
statutes, rules, and regulations, or to perform other specified 
regulatory functions.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78q(d)(1).
    \6\ See Securities Act Amendments of 1975, Report of the Senate 
Committee on Banking, Housing, and Urban Affairs to Accompany S. 
249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975).
---------------------------------------------------------------------------

    To implement Section 17(d)(1), the Commission adopted two rules: 
Rule 17d-1 and Rule 17d-2 under the Act.\7\ Rule 17d-1 authorizes the 
Commission to name a single SRO as the designated examining authority 
(``DEA'') to examine common members for compliance with the financial 
responsibility requirements imposed by the Act, or by Commission or SRO 
rules.\8\ When an SRO has been named as a common member's DEA, all 
other SROs to which the common member belongs are relieved of the 
responsibility to examine the firm for compliance with the applicable 
financial responsibility rules. On its face, Rule 17d-1 deals only with 
an SRO's obligations to enforce member compliance with financial 
responsibility requirements. Rule 17d-1 does not relieve an SRO from 
its obligation to examine a common member for compliance with its own 
rules and provisions of the federal securities laws governing matters 
other than financial responsibility, including sales practices and 
trading activities and practices.
---------------------------------------------------------------------------

    \7\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
    \8\ See Securities Exchange Act Release No. 12352 (April 20, 
1976), 41 FR 18808 (May 7, 1976).
---------------------------------------------------------------------------

    To address regulatory duplication in these and other areas, the 
Commission adopted Rule 17d-2 under the Act.\9\ Rule 17d-2 permits SROs 
to propose joint plans for the allocation of regulatory 
responsibilities with respect to their common members. Under paragraph 
(c) of Rule 17d-2, the Commission may declare such a plan effective if, 
after providing for appropriate notice and comment, it determines that 
the plan is necessary or appropriate in the public interest and for the 
protection of investors; to foster cooperation and coordination among 
the SROs; to remove impediments to, and foster the development of, a 
national market system and a national clearance and settlement system; 
and is in conformity with the factors set forth in Section 17(d) of the 
Act. Commission approval of a plan filed pursuant to Rule 17d-2 
relieves an SRO of those regulatory responsibilities allocated by the 
plan to another SRO.
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 12935 (October 28, 
1976), 41 FR 49091 (November 8, 1976).
---------------------------------------------------------------------------

II. Proposed Plan

    The proposed 17d-2 Plan is intended to reduce regulatory 
duplication for firms that are common members of both MIAX and 
FINRA.\10\ Pursuant to the proposed 17d-2 Plan, FINRA would assume 
certain examination and enforcement responsibilities for common members 
with respect to certain applicable laws, rules, and regulations. The 
text of the Plan delineates the proposed regulatory responsibilities 
with respect to the Parties. Included in the proposed Plan is an 
exhibit (Miami International Securities Exchange, LLC Rules 
Certification for 17d-2 Agreement with FINRA, referred to herein as the 
``Certification'') that lists every MIAX rule for which FINRA would 
bear responsibility under the Plan for overseeing and enforcing with 
respect to MIAX members that are also members of FINRA and the 
associated persons therewith (``Dual Members'').
---------------------------------------------------------------------------

    \10\ The proposed 17d-2 Plan refers to these common members as 
``Dual Members.'' See Paragraph 1(c) of the proposed 17d-2 Plan.
---------------------------------------------------------------------------

    Specifically, under the 17d-2 Plan, FINRA would assume examination 
and enforcement responsibility relating to compliance by Dual Members 
with the rules of MIAX that are substantially similar to the applicable 
rules of FINRA,\11\ as well as any provisions of the federal securities 
laws and the rules and regulations thereunder delineated in the 
Certification (``Common Rules''). In the event that a Dual Member is 
the subject of an investigation relating to a transaction on MIAX, the 
plan acknowledges that MIAX may, in its discretion, exercise concurrent 
jurisdiction and responsibility for such matter.\12\
---------------------------------------------------------------------------

    \11\ See paragraph 1(b) of the proposed 17d-2 Plan (defining 
Common Rules). See also paragraph 1(f) of the proposed 17d-2 Plan 
(defining Regulatory Responsibilities). Paragraph 2 of the Plan 
provides that annually, or more frequently as required by changes in 
either MIAX rules or FINRA rules, the parties shall review and 
update, if necessary, the list of Common Rules. Further, paragraph 3 
of the Plan provides that MIAX shall furnish FINRA with a list of 
Dual Members, and shall update the list no less frequently than once 
each calendar quarter.
    \12\ See paragraph 6 of the proposed 17d-2 Plan.
---------------------------------------------------------------------------

    Under the Plan, MIAX would retain full responsibility for 
surveillance, examination and enforcement with respect to trading 
activities or practices involving MIAX's own marketplace, including, 
without limitation, registration pursuant to its applicable rules of 
associated persons (i.e., registration rules that are not Common 
Rules); its duties and obligations as a DEA pursuant to Rule 17d-1 
under the Act; and any MIAX rules that are not Common Rules.\13\
---------------------------------------------------------------------------

    \13\ See paragraph 2 of the proposed 17d-2 Plan.
---------------------------------------------------------------------------

    The text of the proposed 17d-2 Plan is as follows:

AGREEMENT BETWEEN FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. AND 
MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC PURSUANT TO RULE 17d-2 
UNDER THE SECURITIES EXCHANGE ACT OF 1934

    This Agreement, by and between the Financial Industry Regulatory 
Authority, Inc. (``FINRA'') and Miami International Securities 
Exchange, LLC (``MIAX''), is made this 13th day of October, 2014 (the 
``Agreement''), pursuant to Section 17(d) of the Securities Exchange 
Act of 1934 (the ``Exchange Act'') and Rule 17d-2 thereunder, which 
permits agreements between self-regulatory organizations to allocate 
regulatory responsibility to eliminate regulatory duplication. FINRA 
and MIAX may be referred to individually as a ``party'' and together as 
the ``parties.''
    WHEREAS, FINRA and MIAX desire to reduce duplication in the 
examination of their Dual Members (as defined herein) and in the filing 
and processing of certain registration and membership records; and
    WHEREAS, FINRA and MIAX desire to execute an agreement covering 
such subjects pursuant to the provisions of Rule 17d-2 under the 
Exchange Act and to file such agreement with the Securities and 
Exchange Commission (the ``SEC'' or ``Commission'') for its approval.
    NOW, THEREFORE, in consideration of the mutual covenants contained 
hereinafter, FINRA and MIAX 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) ``MIAX Rules'' or ``FINRA Rules'' shall mean: (i) the rules of 
MIAX, or (ii) the rules of FINRA, respectively, as the rules of an 
exchange or association are defined in Exchange Act Section 3(a)(27).
    (b) ``Common Rules'' shall mean MIAX Rules that are substantially 
similar to the applicable FINRA Rules and certain provisions of the 
Exchange Act and SEC rules set forth on Exhibit 1 in that examination 
for compliance

[[Page 63450]]

with such provisions and rules would not require FINRA to develop one 
or more new examination standards, modules, procedures, or criteria in 
order to analyze the application of the provision or rule, or a Dual 
Member's activity, conduct, or output in relation to such provision or 
rule.
    (c) ``Dual Members'' shall mean those MIAX members that are also 
members of FINRA and the associated persons therewith.
    (d) ``Effective Date'' shall be the date this Agreement is approved 
by the Commission.
    (e) ``Enforcement Responsibilities'' shall mean the conduct of 
appropriate proceedings, in accordance with FINRA's Code of Procedure 
(the Rule 9000 Series) and other applicable FINRA procedural rules, to 
determine whether violations of Common Rules have occurred, and if such 
violations are deemed to have occurred, the imposition of appropriate 
sanctions as specified under FINRA's Code of Procedure and sanctions 
guidelines.
    (f) ``Regulatory Responsibilities'' shall mean the examination 
responsibilities and Enforcement Responsibilities relating to 
compliance by the Dual Members with the Common Rules and the provisions 
of the Exchange Act and the rules and regulations thereunder, and other 
applicable laws, rules and regulations, each as set forth on Exhibit 1 
attached hereto.
    2. Regulatory and Enforcement Responsibilities. FINRA shall assume 
Regulatory Responsibilities and Enforcement Responsibilities for Dual 
Members. Attached as Exhibit 1 to this Agreement and made part hereof, 
MIAX furnished FINRA with a current list of Common Rules and certified 
to FINRA that such rules that are MIAX Rules are substantially similar 
to the corresponding FINRA Rules (the ``Certification''). FINRA hereby 
agrees that the rules listed in the Certification are Common Rules as 
defined in this Agreement. Each year following the Effective Date of 
this Agreement, or more frequently if required by changes in either the 
rules of MIAX or FINRA, MIAX shall submit an updated list of Common 
Rules to FINRA for review which shall add MIAX Rules not included in 
the current list of Common Rules that qualify as Common Rules as 
defined in this Agreement; delete MIAX 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 MIAX Rules that qualify as Common 
Rules as defined in this Agreement. Within 30 days of receipt of such 
updated list, FINRA shall confirm in writing whether the rules listed 
in any updated list are Common Rules as defined in this Agreement. 
Notwithstanding anything herein to the contrary, it is explicitly 
understood that the term ``Regulatory Responsibilities'' does not 
include, and MIAX shall retain full responsibility for (unless 
otherwise addressed by separate agreement or rule) (collectively, the 
``Retained Responsibilities'') the following:
    (a) surveillance, examination, investigation and enforcement with 
respect to trading activities or practices involving MIAX's own 
marketplace;
    (b) registration pursuant to its applicable rules of associated 
persons (i.e., registration rules that are not Common Rules);
    (c) discharge of its duties and obligations as a Designated 
Examining Authority pursuant to Rule 17d-1 under the Exchange Act; and
    (d) any MIAX Rules that are not Common Rules as provided in 
paragraph 6.
    3. Dual Members. Prior to the Effective Date, MIAX shall furnish 
FINRA with a current list of Dual Members, which shall be updated no 
less frequently than once each quarter.
    4. No Charge. There shall be no charge to MIAX by FINRA for 
performing the Regulatory Responsibilities and Enforcement 
Responsibilities under this Agreement except as hereinafter provided. 
FINRA shall provide MIAX with ninety (90) days advance written notice 
in the event FINRA decides to impose any charges to MIAX for performing 
the Regulatory Responsibilities under this Agreement. If FINRA 
determines to impose a charge, MIAX shall have the right at the time of 
the imposition of such charge to terminate this Agreement; provided, 
however, that FINRA's Regulatory Responsibilities under this Agreement 
shall continue until the Commission approves the termination of this 
Agreement.
    5. Applicability of Certain Laws, Rules, Regulations or Orders. 
Notwithstanding any provision hereof, this Agreement shall be subject 
to any statute, or any rule or order of the SEC. To the extent such 
statute, rule or order is inconsistent with one or more provisions of 
this Agreement, the statute, rule or order shall supersede the 
provision(s) hereof to the extent necessary to be properly effectuated 
and the provision(s) hereof in that respect shall be null and void.
    6. Notification of Violations. In the event that FINRA becomes 
aware of apparent violations of any MIAX Rules, which are not listed as 
Common Rules, discovered pursuant to the performance of the Regulatory 
Responsibilities assumed hereunder, FINRA shall notify MIAX of those 
apparent violations for such response as MIAX deems appropriate. In the 
event that MIAX becomes aware of apparent violations of any Common 
Rules, discovered pursuant to the performance of the Retained 
Responsibilities, MIAX shall notify FINRA of those apparent violations 
and such matters shall be handled by FINRA as provided in this 
Agreement. Apparent violations of Common Rules shall be processed by, 
and enforcement proceedings in respect thereto shall be conducted by 
FINRA as provided hereinbefore; provided, however, that in the event a 
Dual Member is the subject of an investigation relating to a 
transaction on MIAX, MIAX may in its discretion assume concurrent 
jurisdiction and responsibility. Each party agrees to make available 
promptly all files, records and witnesses necessary to assist the other 
in its investigation or proceedings.
    7. Continued Assistance.
    (a) FINRA shall make available to MIAX all information obtained by 
FINRA in the performance by it of the Regulatory Responsibilities 
hereunder with respect to the Dual Members subject to this Agreement. 
In particular, and not in limitation of the foregoing, FINRA shall 
furnish MIAX any information it obtains about Dual Members which 
reflects adversely on their financial condition. MIAX shall make 
available to FINRA any information coming to its attention that 
reflects adversely on the financial condition of Dual Members or 
indicates possible violations of applicable laws, rules or regulations 
by such firms.
    (b) The parties agree that documents or information shared shall be 
held in confidence, and used only for the purposes of carrying out 
their respective regulatory obligations. Neither party shall assert 
regulatory or other privileges as against the other with respect to 
documents or information that is required to be shared pursuant to this 
Agreement.
    (c) The sharing of documents or information between the parties 
pursuant to this Agreement shall not be deemed a waiver as against 
third parties of regulatory or other privileges relating to the 
discovery of documents or information.
    8. Statutory Disqualifications. When FINRA becomes aware of a 
statutory disqualification as defined in the Exchange Act with respect 
to a Dual Member, FINRA shall determine

[[Page 63451]]

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 MIAX advised of its actions in this 
regard for such subsequent proceedings as MIAX may initiate.
    9. Customer Complaints. MIAX shall forward to FINRA copies of all 
customer complaints involving Dual Members received by MIAX relating to 
FINRA's Regulatory Responsibilities under this Agreement. It shall be 
FINRA's responsibility to review and take appropriate action in respect 
to such complaints.
    10. Advertising. FINRA shall assume responsibility to review the 
advertising of Dual Members subject to the Agreement, provided that 
such material is filed with FINRA in accordance with FINRA's filing 
procedures and is accompanied with any applicable filing fees set forth 
in FINRA Rules.
    11. No Restrictions on Regulatory Action. Nothing contained in this 
Agreement shall restrict or in any way encumber the right of either 
party to conduct its own independent or concurrent investigation, 
examination or enforcement proceeding of or against Dual Members, as 
either party, in its sole discretion, shall deem appropriate or 
necessary.
    12. Termination. This Agreement may be terminated by MIAX or FINRA 
at any time upon the approval of the Commission after one (1) year's 
written notice to the other party (or such shorter time as agreed by 
the parties), except as provided in paragraph 4.
    13. Arbitration. In the event of a dispute between the parties as 
to the operation of this Agreement, MIAX and FINRA hereby agree that 
any such dispute shall be settled by arbitration in Washington, DC in 
accordance with the rules of the American Arbitration Association then 
in effect, or such other procedures as the parties may mutually agree 
upon. Judgment on the award rendered by the arbitrator(s) may be 
entered in any court having jurisdiction. Each party acknowledges that 
the timely and complete performance of its obligations pursuant to this 
Agreement is critical to the business and operations of the other 
party. In the event of a dispute between the parties, the parties shall 
continue to perform their respective obligations under this Agreement 
in good faith during the resolution of such dispute unless and until 
this Agreement is terminated in accordance with its provisions. Nothing 
in this Section 13 shall interfere with a party's right to terminate 
this Agreement as set forth herein.
    14. Separate Agreement. This Agreement is wholly separate from the 
following agreement: (1) the multiparty Agreement made pursuant to Rule 
17d-2 of the Exchange Act among BATS Exchange, Inc., BOX Options 
Exchange, LLC, Chicago Board Options Exchange, Incorporated, C2 Options 
Exchange, Incorporated, the International Securities Exchange, LLC, 
FINRA, MIAX, the New York Stock Exchange LLC, NYSE MKT LLC, the NYSE 
Arca, Inc., The NASDAQ Stock Market LLC, NASDAQ OMX BX, Inc., NASDAQ 
OMX PHLX LLC, and MIAX Exchange, 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 as approved by 
the SEC on July 26, 2013, and as may be amended from time to time; and 
(2) the multiparty Agreement made pursuant to Rule 17d-2 of the 
Exchange Act among NYSE MKT LLC, BATS Exchange, Inc., BOX Options 
Exchange LLC, NASDAQ OMX BX, Inc., C2 Options Exchange, Incorporated, 
Chicago Board Options Exchange, Incorporated, International Securities 
Exchange LLC, FINRA, NYSE Arca, Inc., The NASDAQ Stock Market LLC, 
NASDAQ OMX PHLX, Inc., MIAX, and MIAX Exchange, LLC involving the 
allocation of regulatory responsibilities with respect to SRO market 
surveillance of common members activities with regard to certain common 
rules relating to listed options approved by the SEC on July 26, 2013, 
and as may be amended from time to time.
    15. Notification of Members. MIAX and FINRA shall notify Dual 
Members of this Agreement after the Effective Date by means of a 
uniform joint notice.
    16. Amendment. This Agreement may be amended in writing provided 
that the changes are approved by both parties. All such amendments must 
be filed with and approved by the Commission before they become 
effective.
    17. Limitation of Liability. Neither FINRA nor MIAX nor any of 
their respective directors, governors, officers or employees shall be 
liable to the other party to this Agreement for any liability, loss or 
damage resulting from or claimed to have resulted from any delays, 
inaccuracies, errors or omissions with respect to the provision of 
Regulatory Responsibilities as provided hereby or for the failure to 
provide any such responsibility, except with respect to such liability, 
loss or damages as shall have been suffered by one or the other of 
FINRA or MIAX and caused by the willful misconduct of the other party 
or their respective directors, governors, officers or employees. No 
warranties, express or implied, are made by FINRA or MIAX with respect 
to any of the responsibilities to be performed by each of them 
hereunder.
    18. Relief from Responsibility. Pursuant to Sections 17(d)(1)(A) 
and 19(g) of the Exchange Act and Rule 17d-2 thereunder, FINRA and MIAX 
join in requesting the Commission, upon its approval of this Agreement 
or any part thereof, to relieve MIAX of any and all responsibilities 
with respect to matters allocated to FINRA pursuant to this Agreement; 
provided, however, that this Agreement shall not be effective until the 
Effective Date.
    19. Severability. Any term or provision of this Agreement that is 
invalid or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such invalidity or 
unenforceability without rendering invalid or unenforceable the 
remaining terms and provisions of this Agreement or affecting the 
validity or enforceability of any of the terms or provisions of this 
Agreement in any other jurisdiction.
    20. Counterparts. This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, and such 
counterparts together shall constitute one and the same instrument.
    IN WITNESS WHEREOF, each party has executed or caused this 
Agreement to be executed on its behalf by a duly authorized officer as 
of the date first written above.

MIAMI INTERNATIONAL SECURITIES EXCHANGE, LLC.

By:--------------------------------------------------------------------

Name:
Title:

FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.

By:--------------------------------------------------------------------

Name:
Title:

EXHIBIT 1
Miami International Securities Exchange, LLC Rules Certification for 
17d-2 Agreement with FINRA
    Miami International Securities Exchange, LLC (``MIAX'') hereby 
certifies that the requirements contained in the rules listed below are 
identical to, or substantially similar to, the comparable FINRA (NASD) 
Rule, Exchange Act provision or SEC rule identified (``Common Rules'').

[[Page 63452]]



------------------------------------------------------------------------
                                      FINRA (NASD) rules, exchange act
            MIAX rules                      provision or SEC rule
------------------------------------------------------------------------
Rule 301 Just and Equitable         FINRA Rule 2010 Standards of
 Principles of Trade \14\.           Commercial Honor and Principles of
                                     Trade.*
Rule 303 Prevention of the Misuse   Section 15(g) of the Exchange Act.
 of Material Nonpublic Information
 \1\ \15\.
Rule 315 Anti-Money Laundering      FINRA Rule 3310 Anti-Money
 Compliance Program \2\.             Laundering Compliance Program.
Rule 318(a) Manipulation..........  FINRA Rule 2020 Use of Manipulative,
                                     Deceptive or other Fraudulent
                                     Devices.*
Rule 318(b) Manipulation..........  FINRA Rule 6140 Other Trading
                                     Practices.
Rule 319 Forwarding of Proxy and    FINRA Rule 2251 Processing and
 Other Issuer-Related Materials      Forwarding of Proxy and Other
 \16\.                               Issuer-Related Materials.
Rule 320 Trading Ahead of Research  FINRA Rule 5280 Trading Ahead of
 Reports.                            Research Reports.
Rule 800(a), (b) and (d)            FINRA Rule 4511 General
 Maintenance, Retention and          Requirements* and Section 17 of the
 Furnishing of Books, Records and    Exchange Act and the rules
 Other Information \1\ \17\.         thereunder.
Rule 1304 Continuing Education for  FINRA Rule 1250(a)(1)-(4) and (b)
 Registered Persons \18\.            Continuing Education Requirements.
Rule 1321 Transfer of Accounts....  FINRA Rule 11870 Customer Account
                                     Transfer Contracts.
Rule 1325 Telemarketing...........  FINRA Rule 3230 Telemarketing.
------------------------------------------------------------------------
\14\ FINRA shall only have Regulatory Responsibilities regarding the
  rule and not the interpretations and policies.
\15\ FINRA shall not have Regulatory Responsibilities regarding the rule
  to the extent it requires notification to MIAX.
\16\ FINRA shall not have Regulatory Responsibilities regarding
  subsection (c) of Rule 319.
\17\ FINRA shall not have Regulatory Responsibilities regarding
  maintaining books and records as may be prescribed by MIAX to the
  extent it makes the rule inconsistent with the FINRA or SEC rule.
\18\ FINRA shall not have Regulatory Responsibilities for exercise of
  exemptive or other discretionary authority by MIAX to the extent it
  makes the rule inconsistent with the FINRA rule. In addition, FINRA
  shall only have Regulatory Responsibilities to the extent the category
  of persons subject to MIAX registration is the same as FINRA.

    In addition, the following provisions shall be part of this 17d-2 
Agreement:

SEA Rule 200 of Regulation SHO--Definition of ``Short Sale'' and 
Marking Requirements and
SEA Rule 203 of Regulation SHO--Borrowing and Delivery Requirements

    * FINRA shall not have Regulatory Responsibilities for these rules 
as they pertain to violations of insider trading activities, which is 
covered by a separate 17d-2 Agreement by and among BATS Exchange, Inc., 
BATS Y-Exchange, Inc., Chicago Board Options Exchange, Inc., Chicago 
Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., 
Financial Industry Regulatory Authority, Inc., NASDAQ OMX BX, Inc., 
NASDAQ OMX PHLX LLC, the NASDAQ Stock Market LLC, National Stock 
Exchange, Inc., New York Stock Exchange LLC, NYSE Amex LLC, and NYSE 
Arca Inc., effective December 16, 2011, as may be amended from time to 
time.

III. Date of Effectiveness of the Proposed Plan and Timing for 
Commission Action

    Pursuant to Section 17(d)(1) of the Act \194\ and Rule 17d-2 
thereunder,\15\ after November 13, 2014, the Commission may, by written 
notice, declare the plan submitted by MIAX and FINRA, File No. 4-678, 
to be effective if the Commission finds that the plan is necessary or 
appropriate in the public interest and for the protection of investors, 
to foster cooperation and coordination among self-regulatory 
organizations, or to remove impediments to and foster the development 
of the national market system and a national system for the clearance 
and settlement of securities transactions and in conformity with the 
factors set forth in Section 17(d) of the Act.
---------------------------------------------------------------------------

    \194\ 15 U.S.C. 78q(d)(1).
    \15\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------

IV. Solicitation of Comments

    In order to assist the Commission in determining whether to approve 
the proposed 17d-2 Plan and to relieve MIAX of the responsibilities 
which would be assigned to FINRA, interested persons are invited to 
submit written data, views, and arguments concerning the foregoing. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
     Send an email to [email protected]. Please include 
File Number 4-678 on the subject line.

Paper Comments

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

All submissions should refer to File Number 4-678. This file number 
should be included on the subject line if email is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/other.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed plan that are filed with the 
Commission, and all written communications relating to the proposed 
plan between the Commission and any person, other than those that may 
be withheld from the public in accordance with the provisions of 5 
U.S.C. 552, will be available for Web site viewing and printing in the 
Commission's Public Reference Room, on official business days between 
the hours of 10:00 a.m. and 3:00 p.m. Copies of the plan also will be 
available for inspection and copying at the principal offices of MIAX 
and FINRA. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number 4-678 
and should be submitted on or before November 7, 2014.


[[Page 63453]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(34).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-25203 Filed 10-22-14; 8:45 am]
BILLING CODE 8011-01-P