[Federal Register Volume 85, Number 178 (Monday, September 14, 2020)]
[Notices]
[Pages 56645-56653]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-20132]


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SECURITIES AND EXCHANGE COMMISSION


[Release No. 34-89788; File No. 4-678]

Program for Allocation of Regulatory Responsibilities Pursuant to 
Rule 17d-2; Notice of Filing and Order Approving and Declaring 
Effective an Amended Proposed Plan for the Allocation of Regulatory 
Responsibilities Among the Financial Industry Regulatory Authority, 
Inc., Miami International Securities Exchange, LLC, MIAX PEARL, LLC, 
and MIAX Emerald, LLC

September 8, 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 September 2, 2020, pursuant to Rule 
17d-2 of the Act,\2\ by the Miami International Securities Exchange, 
LLC (``MIAX''), MIAX PEARL, LLC (``MIAX PEARL''), MIAX Emerald, LLC 
(``MIAX Emerald'') and the Financial Industry Regulatory Authority, 
Inc. (``FINRA'') (together, the ``Parties''). The Plan replaces and 
supersedes the agreement entered into between FINRA, MIAX and MIAX 
PEARL on December 19, 2018, entitled ``Agreement between Financial 
Industry Regulatory Authority, Inc., Miami International Securities 
Exchange, LLC and MIAX PEARL, LLC Pursuant to Rule 17d-2 under the 
Securities Exchange Act of 1934.'' \3\
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    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
    \3\ See Securities Exchange Act Release No. 85189 (February 25, 
2019), 84 FR 7153 (March 1, 2019).
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I. Introduction

    Section 19(g)(1) of the Securities Exchange Act of 1934 
(``Act''),\4\ 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.\5\ Without this relief, the 
statutory obligation of each individual SRO could result in a

[[Page 56646]]

pattern of multiple examinations of broker-dealers that maintain 
memberships in more than one SRO (``common members''). Such regulatory 
duplication would add unnecessary expenses for common members and their 
SROs.
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    \4\ 15 U.S.C. 78s(g)(1).
    \5\ 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), respectively.
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    Section 17(d)(1) of the Act \6\ was intended, in part, to eliminate 
unnecessary multiple examinations and regulatory duplication.\7\ With 
respect to a common member, Section 17(d)(1) authorizes the Commission, 
by rule or order, to relieve an SRO of the responsibility to receive 
regulatory reports, to examine for and enforce compliance with 
applicable statutes, rules, and regulations, or to perform other 
specified regulatory functions.
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    \6\ 15 U.S.C. 78q(d)(1).
    \7\ See Securities Act Amendments of 1975, Report of the Senate 
Committee on Banking, Housing, and Urban Affairs to Accompany S. 
249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975).
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    To implement Section 17(d)(1), the Commission adopted two rules: 
Rule 17d-1 and Rule 17d-2 under the Act.\8\ Rule 17d-1 authorizes the 
Commission to name a single SRO as the designated examining authority 
(``DEA'') to examine common members for compliance with the financial 
responsibility requirements imposed by the Act, or by Commission or SRO 
rules.\9\ When an SRO has been named as a common member's DEA, all 
other SROs to which the common member belongs are relieved of the 
responsibility to examine the firm for compliance with the applicable 
financial responsibility rules. On its face, Rule 17d-1 deals only with 
an SRO's obligations to enforce member compliance with financial 
responsibility requirements. Rule 17d-1 does not relieve an SRO from 
its obligation to examine a common member for compliance with its own 
rules and provisions of the federal securities laws governing matters 
other than financial responsibility, including sales practices and 
trading activities and practices.
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    \8\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
    \9\ See Securities Exchange Act Release No. 12352 (April 20, 
1976), 41 FR 18808 (May 7, 1976).
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    To address regulatory duplication in these and other areas, the 
Commission adopted Rule 17d-2 under the Act.\10\ Rule 17d-2 permits 
SROs to propose joint plans for the allocation of regulatory 
responsibilities with respect to their common members. Under paragraph 
(c) of Rule 17d-2, the Commission may declare such a plan effective if, 
after providing for 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.
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    \10\ See Securities Exchange Act Release No. 12935 (October 28, 
1976), 41 FR 49091 (November 8, 1976).
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II. The Plan

    On November 19, 2014, the Commission declared effective the Plan 
entered into between FINRA and MIAX 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 both 
MIAX and FINRA. The plan reduces regulatory duplication for firms that 
are members of MIAX and FINRA by allocating regulatory responsibility 
with respect to certain applicable laws, rules, and regulations. 
Included in the Plan is an exhibit that lists every MIAX rule for which 
FINRA bears responsibility under the Plan for overseeing and enforcing 
with respect to MIAX members that are also members of FINRA and the 
associated persons therewith. On January 12, 2017, the parties 
submitted a proposed amendment to the Plan to add MIAX PEARL as a 
Participant to the Plan.\12\ On June 28, 2018, the parties submitted a 
proposed amendment to the Plan to allocate surveillance, investigation, 
and enforcement responsibilities for Rule 14e-4 under the Act, as well 
as certain provisions of Regulation SHO.\13\ On December 20, 2018, the 
parties submitted a proposed amendment to the Plan to add MIAX EMERALD 
as a Participant to the Plan.\14\
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    \11\ See Securities Exchange Act Release No. 73641 (November 19, 
2014), 79 FR 70230 (November 25, 2014).
    \12\ See Securities Exchange Act Release Nos. 79779 (January 12, 
2017), 82 FR 6674 (January 19, 2017) (notice) and 79974 (February 6, 
2017), 82 FR 10417 (February 10, 2017) (order).
    \13\ See Securities Exchange Act Release No. 83696 (July 24, 
2018), 83 FR 35682 (July 27, 2018).
    \14\ See Securities Exchange Act Release No. 85189 (February 25, 
2019), 84 FR 7153 (March 1, 2019).
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III. Proposed Amendment to the Plan

    On September 2, 2020, the parties submitted a proposed amendment to 
the Plan (``Amended Plan''). The primary purpose of the Amended Plan is 
to add MIAX PEARL equities rules and certain federal securities laws to 
the Certification. The text of the proposed Amended Plan is as follows 
(additions are italicized; deletions are [bracketed]):

Agreement Among Financial Industry Regulatory Authority, Inc., Miami 
International Securities Exchange, LLC, MIAX Pearl, LLC and MIAX 
Emerald, LLC Pursuant to Rule 17d-2 Under the Securities Exchange Act 
of 1934

    This Agreement, by and among the Financial Industry Regulatory 
Authority, Inc. (``FINRA''), Miami International Securities Exchange, 
LLC (``MIAX''), MIAX PEARL, LLC (``MIAX PEARL''), and MIAX Emerald, LLC 
(``MIAX Emerald'') is made this 2nd day of September, 2020 (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, 
MIAX, MIAX PEARL and MIAX Emerald may be referred to individually as a 
``party'' and together as the ``parties.''
    This Agreement amends and restates the agreement entered into 
between FINRA, MIAX and MIAX PEARL on December 19, 2018, entitled 
``Agreement between Financial Industry Regulatory Authority, Inc., 
Miami International Securities Exchange, LLC and MIAX PEARL, LLC 
Pursuant to Rule 17d-2 under the Securities Exchange Act of 1934,'' and 
any subsequent amendments thereafter.
    Whereas, the parties desire to reduce duplication in the 
examination and surveillance of their Common Members (as defined 
herein) and in the filing and processing of certain registration and 
membership records; and

    Whereas, the parties 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, the parties 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,'' ``MIAX PEARL Rules'', ``MIAX Emerald Rules'' or 
``FINRA Rules'' shall mean: (i) The rules of MIAX, MIAX PEARL or MIAX

[[Page 56647]]

Emerald, respectively, 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, MIAX PEARL Rules and 
MIAX Emerald 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 or surveillance for 
compliance with such provisions and rules would not require FINRA to 
develop one or more new examination or surveillance standards, modules, 
procedures, or criteria in order to analyze the application of the 
provision or rule, or a Common Member's activity, conduct, or output in 
relation to such provision or rule; provided, however, Common Rules 
shall not include the application of the SEC, MIAX PEARL or FINRA rules 
as they pertain to violations of insider trading activities, which is 
covered by a separate 17d-2 Agreement by and among Cboe BZX Exchange, 
Inc., Cboe BYX Exchange, Inc., Chicago Stock Exchange, Inc., Cboe EDGA 
Exchange, Inc., Cboe EDGX Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., MEMX, LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, The 
Nasdaq Stock Market LLC, NYSE National, Inc., New York Stock Exchange 
LLC, NYSE American LLC, NYSE Arca Inc., Investors' Exchange LLC and 
Long-Term Stock Exchange, Inc. effective May 26, 2020, as may be 
amended from time to time. Common Rules shall not include any 
provisions regarding (i) notice, reporting or any other filings made 
directly to or from MIAX, MIAX PEARL or MIAX Emerald, (ii) 
incorporation by reference of other MIAX, MIAX PEARL Rules or MIAX 
Emerald 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 MIAX, MIAX PEARL 
or MIAX Emerald, (iv) prior written approval of MIAX, MIAX PEARL or 
MIAX Emerald and (v) payment of fees or fines to MIAX, MIAX PEARL or 
MIAX Emerald.
    (c) ``Common Members'' shall mean members of FINRA and at least one 
of MIAX, MIAX PEARL or MIAX Emerald.
    (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, surveillance responsibilities and Enforcement 
Responsibilities relating to compliance by the Common 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 Common 
Members. Attached as Exhibit 1 to this Agreement and made part hereof, 
MIAX, MIAX PEARL and MIAX Emerald furnished FINRA with a current list 
of Common Rules and certified to FINRA that such rules that are MIAX 
Rules, MIAX PEARL Rules and MIAX Emerald 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 
the rules of the parties, MIAX, MIAX PEARL and MIAX Emerald shall 
submit an updated list of Common Rules to FINRA for review which shall 
add MIAX Rules, MIAX PEARL Rules or MIAX Emerald Rules not included in 
the current list of Common Rules that qualify as Common Rules as 
defined in this Agreement; delete MIAX Rules, MIAX PEARL Rules or MIAX 
Emerald 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, MIAX PEARL Rules or MIAX Emerald 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, MIAX PEARL and MIAX Emerald 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, MIAX 
PEARL's and MIAX Emerald's own marketplace;
    (b) registration pursuant to their applicable rules of associated 
persons (i.e., registration rules that are not Common Rules);
    (c) discharge of their duties and obligations as a Designated 
Examining Authority pursuant to Rule 17d-1 under the Exchange Act; and
    (d) any MIAX Rules, MIAX PEARL Rules or MIAX Emerald Rules that are 
not Common Rules as provided in paragraph 6.
    3. Common Members. Prior to the Effective Date, MIAX, MIAX PEARL 
and MIAX Emerald shall furnish FINRA with a current list of Common 
Members, which shall be updated no less frequently than once each 
quarter.
    4. No Charge. There shall be no charge to MIAX, MIAX PEARL and MIAX 
Emerald by FINRA for performing the Regulatory Responsibilities and 
Enforcement Responsibilities under this Agreement except as hereinafter 
provided. FINRA shall provide MIAX, MIAX PEARL and MIAX Emerald with 
ninety (90) days advance written notice in the event FINRA decides to 
impose any charges to MIAX, MIAX PEARL and MIAX Emerald for performing 
the Regulatory Responsibilities under this Agreement. If FINRA 
determines to impose a charge, MIAX, MIAX PEARL and MIAX Emerald 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, MIAX PEARL Rules or 
MIAX Emerald Rules, which are not listed as Common Rules, discovered 
pursuant to the performance of the Regulatory Responsibilities assumed 
hereunder,

[[Page 56648]]

FINRA shall notify MIAX, MIAX PEARL and MIAX Emerald of those apparent 
violations for such response as MIAX, MIAX PEARL and MIAX Emerald deem 
appropriate. In the event that MIAX, MIAX PEARL or MIAX Emerald becomes 
aware of apparent violations of any Common Rules, discovered pursuant 
to the performance of the Retained Responsibilities, MIAX, MIAX PEARL 
and MIAX Emerald 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 Common 
Member is the subject of an investigation relating to a transaction on 
MIAX, MIAX PEARL or MIAX Emerald, MIAX, MIAX PEARL and MIAX Emerald may 
in their 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, MIAX PEARL and MIAX Emerald 
all information obtained by FINRA in the performance by it of the 
Regulatory Responsibilities hereunder with respect to the Common 
Members subject to this Agreement. In particular, and not in limitation 
of the foregoing, FINRA shall furnish MIAX, MIAX PEARL and MIAX Emerald 
any information it obtains about Common Members which reflects 
adversely on their financial condition. MIAX, MIAX PEARL and MIAX 
Emerald shall make available to FINRA any information coming to its 
attention that reflects adversely on the financial condition of Common 
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. No party shall assert 
regulatory or other privileges as against any other with respect to 
documents or information that is required to be shared pursuant to this 
Agreement.
    (c) The sharing of documents or information among 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 Common Member, FINRA shall determine pursuant to Sections 15A(g) 
and/or Section 6(c) of the Exchange Act the acceptability or continued 
applicability of the person to whom such disqualification applies and 
keep MIAX, MIAX PEARL and MIAX Emerald advised of its actions in this 
regard for such subsequent proceedings as MIAX, MIAX PEARL and MIAX 
Emerald may initiate.
    9. Customer Complaints. MIAX, MIAX PEARL and MIAX Emerald shall 
forward to FINRA copies of all customer complaints involving Common 
Members received by MIAX, MIAX PEARL and MIAX Emerald 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 Common 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 any party 
to conduct its own independent or concurrent investigation, examination 
or enforcement proceeding of or against Common Members, as any party, 
in its sole discretion, shall deem appropriate or necessary.
    12. Termination. This Agreement may be terminated by any party at 
any time upon the approval of the Commission after one (1) year's 
written notice to the other parties (or such shorter time as agreed by 
the parties), except as provided in paragraph 4.
    13. Arbitration. In the event of a dispute among the parties as to 
the operation of this Agreement, the parties 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 parties. In the 
event of a dispute among 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 Cboe BZX Exchange, Inc., BOX Options 
Exchange, LLC, Cboe Exchange, Inc., Cboe C2 Exchange, Inc., Nasdaq ISE, 
LLC, FINRA, MIAX, NYSE American LLC, NYSE Arca, Inc., The Nasdaq Stock 
Market LLC, Nasdaq BX, Inc., the Nasdaq PHLX LLC, Nasdaq GEMX, LLC, 
Cboe EDGX Exchange, Inc., 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 as approved by the SEC on February 
12, 2019, 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 Cboe BZX Exchange, Inc., BOX Options Exchange, LLC, Cboe 
Exchange, Inc., Cboe C2 Exchange, Inc., Nasdaq ISE, LLC, FINRA, MIAX, 
NYSE American LLC, NYSE Arca, Inc., The Nasdaq Stock Market LLC, Nasdaq 
BX, Inc., the Nasdaq PHLX LLC, Nasdaq GEMX, LLC, Cboe EDGX Exchange, 
Inc., Nasdaq MRX, LLC, MIAX PEARL, LLC and MIAX Emerald, 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 February 
11, 2019, and as may be amended from time to time.
    15. Notification of Members. The parties shall notify Common 
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 each party. All such amendments must 
be filed with and approved by the Commission before they become 
effective.
    17. Limitation of Liability. None of the parties nor any of their 
respective directors, governors, officers or employees shall be liable 
to any 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

[[Page 56649]]

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 any party and caused by the willful misconduct of 
another party or their respective directors, governors, officers or 
employees. No warranties, express or implied, are made by any party 
hereto with respect to any of the responsibilities to be performed by 
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, MIAX, 
MIAX PEARL and MIAX Emerald join in requesting the Commission, upon its 
approval of this Agreement or any part thereof, to relieve MIAX, MIAX 
PEARL and MIAX Emerald 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.

Exhibit 1

Miami International Securities Exchange, LLC, MIAX PEARL, LLC and MIAX 
Emerald, LLC Rules Certification for 17d-2 Agreement With FINRA
    Miami International Securities Exchange, LLC (``MIAX''), MIAX 
PEARL, LLC (``MIAX PEARL'') and MIAX Emerald, LLC (``MIAX Emerald'') 
hereby certify 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'').

----------------------------------------------------------------------------------------------------------------
                                                                                           FINRA (NASD) rules,
              MIAX rules                   MIAX PEARL rules        MIAX Emerald rules     Exchange Act provision
                                                                                               or SEC rule
----------------------------------------------------------------------------------------------------------------
Rule 301 Just and Equitable            Rule 301 Just and        Rule 301 Just and        FINRA Rule 2010
 Principles of Trade 1.                 Equitable Principles     Equitable Principles     Standards of
                                        of Trade 1.              of Trade 1.              Commercial Honor and
                                                                                          Principles of Trade
Rule 303 Prevention of the Misuse of   Rule 303 Prevention of   Rule 303 Prevention of   Section 15(g) of the
 Material Nonpublic Information 1 .    the Misuse of Material   the Misuse of Material   Exchange Act and FINRA
                                        Nonpublic Information    Nonpublic Information    Rule 3110(b)(1)
                                        1 .                     1 .                     Supervision
Rule 315 Anti-Money Laundering         Rule 315 Anti-Money      Rule 315 Anti-Money      FINRA Rule 3310 Anti-
 Compliance Program .                  Laundering Compliance    Laundering Compliance    Money Laundering
                                        Program .               Program .               Compliance Program
Rule 318(a) Manipulation.............  Rule 318(a)              Rule 318(a)              FINRA Rule 2020 Use of
                                        Manipulation.            Manipulation.            Manipulative,
                                                                                          Deceptive or other
                                                                                          Fraudulent Devices
Rule 318(b) Manipulation.............  Rule 318(b)              Rule 318(b)              FINRA Rule 6140(d)
                                        Manipulation.            Manipulation.            Other Trading
                                                                                          Practices
Rule 319 Forwarding of Proxy and       Rule 319 Forwarding of   Rule 319 Forwarding of   FINRA Rule 2251
 Other Issuer-Related Materials.        Proxy and Other Issuer-  Proxy and Other Issuer-  Processing and
                                        Related Materials.       Related Materials.       Forwarding of Proxy
                                                                                          and Other Issuer-
                                                                                          Related Materials
Rule 320 Trading Ahead of Research     Rule 320 Trading Ahead   Rule 320 Trading Ahead   FINRA Rule 5280 Trading
 Reports.                               of Research Reports.     of Research Reports.     Ahead of Research
                                                                                          Reports
Rule 800(a), (b) and (d) Maintenance,  Rule 800(a), (b) and     Rule 800(a), (b) and     FINRA Rule 4511 General
 Retention and Furnishing of Books,     (d) Maintenance,         (d) Maintenance,         Requirements * and
 Records and Other Information 1 .     Retention and            Retention and            Section 17 of the
                                        Furnishing of Books,     Furnishing of Books,     Exchange Act and the
                                        Records and Other        Records and Other        rules thereunder 
                                        Information 1 .         Information 1 .
Rule 1900 Registration Requirements   Rule 3100 Registration   Rule 1900 Registration   FINRA Rule 1210
                                        Requirements .          Requirements .          Registration
                                                                                          Requirements; FINRA By-
                                                                                          Laws Article V, Sec. 2
                                                                                          Application for
                                                                                          Registration; and
                                                                                          FINRA By-Laws Article
                                                                                          V, Sec. 3 Notification
                                                                                          by Member to the
                                                                                          Corporation and
                                                                                          Association Person of
                                                                                          Termination;
                                                                                          Amendments to
                                                                                          Notification
Rule 1901 Registration Categories ..  Rule 3101 Registration   Rule 1901 Registration   Rule 1220 Registration
                                        Categories .            Categories .            Categories 2
Rule 1902(a), (b)(1)-(4) and           Rule 3102(a), (b)(1)-    Rule 1902(a), (b)(1)-    FINRA Rule 1230
 Interpretations and Policies .01       (4) and                  (4) and                  Associated Persons
 Associated Persons Exempt from         Interpretations and      Interpretations and      Exempt from
 Registration.                          Policies .01             Policies .01             Registration
                                        Associated Persons       Associated Persons
                                        Exempt from              Exempt from
                                        Registration.            Registration.
Rule 1903 Continuing Education         Rule 3103 Continuing     Rule 1903 Continuing     FINRA Rule 1240
 Requirements .                        Education Requirements   Education Requirements   Continuing Education
                                        .                       .                       Requirements
Rule 1321 Transfer of Accounts.......  Rule 1321 Transfer of    Rule 1321 Transfer of    FINRA Rule 11870
                                        Accounts.                Accounts.                Customer Account
                                                                                          Transfer Contracts
Rule 1325 Telemarketing..............  Rule 1325 Telemarketing  Rule 1325 Telemarketing  FINRA Rule 3230
                                                                                          Telemarketing
                                       Rule 2100 Business       .......................  FINRA Rule 2010
                                        Conduct of Members *.                             Standards of
                                                                                          Commercial Honor and
                                                                                          Principles of Trade *

[[Page 56650]]

 
                                       Rule 2101 Violations     .......................  FINRA Rule 2010
                                        Prohibited * .                                   Standards of
                                                                                          Commercial Honor * and
                                                                                          Principles of Trade
                                                                                          and FINRA Rule 3110
                                                                                          Supervision *
                                       Rule 2102 Use of         .......................  FINRA Rule 2020 Use of
                                        Fraudulent Devices *.                             Manipulative,
                                                                                          Deceptive or Other
                                                                                          Fraudulent Devices *
                                       Rule 2104                .......................  FINRA Rule 2210
                                        Communications with                               Communications with
                                        the Public.                                       the Public
                                       Rule 2105 Know Your      .......................  FINRA Rule 2090 Know
                                        Customer.                                         Your Customer
                                       Rule 2106 Fair Dealing   .......................  FINRA Rule 2020 Use of
                                        with Customers.                                   Manipulative,
                                                                                          Deceptive or Other
                                                                                          Fraudulent Device *,
                                                                                          FINRA Rule 2010
                                                                                          Standards of
                                                                                          Commercial Honor and
                                                                                          Principles of Trade *,
                                                                                          FINRA Rule 2111(a) and
                                                                                          SM .06 Suitability,
                                                                                          FINRA Rule 2150(a)
                                                                                          Improper Use of
                                                                                          Customers' Securities
                                                                                          or Funds; Prohibition
                                                                                          Against Guarantees and
                                                                                          Sharing in Accounts,
                                                                                          and FINRA Rule 3240(a)
                                                                                          Borrowing From or
                                                                                          Lending to Customers
                                       Rule 2107 Suitability..  .......................  FINRA Rule 2111
                                       Rule 2108(a) The Prompt  .......................  FINRA Rule 11860 COD
                                        Receipt and Delivery                              Orders
                                        of Securities.
                                       Rule 2108(b) The Prompt  .......................  SEC Regulation SHO
                                        Receipt and Delivery
                                        of Securities.
                                       Rule 2109 Charges for    .......................  FINRA Rule 2122 Charges
                                        Services Performed.                               for Services Performed
                                       Rule 2110 Use of         .......................  FINRA Rule 2060 Use of
                                        Information.                                      Information Obtained
                                                                                          in Fiduciary Capacity
                                       Rule 2111 Publication    .......................  FINRA Rule 5210
                                        of Transactions and                               Publication of
                                        Quotations .                                     Transactions and
                                                                                          Quotations
_                                      Rule 2112 Offers at      .......................  FINRA Rule 5220 Offers
                                        Stated Prices.                                    at Stated Prices
                                       Rule 2113 Payments       .......................  FINRA Rule 5230
                                        Involving Publications                            Payments Involving
                                        that Influence the                                Publications that
                                        Market Price of a                                 Influence the Market
                                        Security.                                         Price of a Security
                                       Rule 2114 Customer       .......................  FINRA Rule 2232(a)
                                        Confirmations.                                    Customer Confirmations
                                                                                          and SEC Rule 10b-10
                                                                                          Confirmation of
                                                                                          Transactions
                                       Rule 2115 Disclosure of  .......................  FINRA Rule 2262
                                        Control Relationship                              Disclosure of Control
                                        with Issuer.                                      Relationship With
                                                                                          Issuer
                                       Rule 2116 Discretionary  .......................  FINRA Rule 3260
                                        Accounts.                                         Discretionary Accounts
                                       Rule 2117 Improper Use   .......................  FINRA Rule 2150
                                        of Customers'                                     Improper Use of
                                        Securities or Funds;                              Customers' Securities
                                        Prohibition Against                               or Funds; Prohibition
                                        Guarantees and Sharing                            Against Guarantees and
                                        in Accounts.                                      Sharing in Accounts
                                       Rule 2118 Influencing    .......................  FINRA Rule 3220
                                        or Rewarding Employees                            Influencing or
                                        of Others.                                        Rewarding Employees of
                                                                                          Others
                                       Rule 2119 Telemarketing  .......................  FINRA Rule 3230
                                                                                          Telemarketing
                                       Rule 2200 General        .......................  Section 17 of the
                                        Requirements .                                   Exchange Act and rules
                                                                                          thereunder and FINRA
                                                                                          Rule 4511(a) and (c)
                                                                                          General Requirements 3
                                       Rule 2201 Customer       .......................  Rule 4512 Customer
                                        Account Information.                              Account Information
                                       Rule 2203 Record of      .......................  FINRA Rule 4513 Records
                                        Written Complaints.                               of Written Customer
                                                                                          Complaints
                                       Rule 2204 Disclosure of  .......................  FINRA Rule 2261
                                        Financial Condition.                              Disclosure of
                                                                                          Financial Condition
                                       Rule 2300 Supervision   .......................  FINRA Rule 3110
                                                                                          Supervision *

[[Page 56651]]

 
                                       Rule 2301 Supervisory    .......................  FINRA Rule 3120
                                        Control System.                                   Supervisory Control
                                                                                          System *
                                       Rule 2303 Prevention of  .......................  Section 15(g) of the
                                        the Misuse of Material                            Exchange Act * and
                                        Non-Public Information                            FINRA Rule 3110(b)(1)
                                        * .                                              Supervision *
                                       Rule 2304 Anti-Money     .......................  FINRA Rule 3310 Anti-
                                        Laundering Compliance                             Money Laundering
                                        Program 4 .                                      Compliance Program
                                       Rule 2262(e)(3) & (4)    .......................  FINRA Rule 6190(a) &
                                        Limit Up-Limit Down                               (b) Compliance with
                                        Plan and Trading Halts.                           Regulation NMS Plan to
                                                                                          Address Extraordinary
                                                                                          Market Volatility
                                       Rule 2623 Short Sales   .......................  FINRA Rule 6182 Trade
                                                                                          Reporting of Short
                                                                                          Sales
                                       Rule 2700 Market         .......................  FINRA Rule 5210
                                        Manipulation.                                     Publication of
                                                                                          Transactions and
                                                                                          Quotations, FINRA Rule
                                                                                          2020 Use of
                                                                                          Manipulative,
                                                                                          Deceptive or Other
                                                                                          Fraudulent Devices *,
                                                                                          FINRA Rule 2010
                                                                                          Standards of
                                                                                          Commercial Honor and
                                                                                          Principles of Trade *,
                                                                                          and FINRA Rule 6140(a)
                                                                                          Other Trading
                                                                                          Practices
                                       Rule 2701 Fictitious     .......................  FINRA Rule 6140 Other
                                        Transactions.                                     Trading Practices and
                                                                                          FINRA Rule 5210
                                                                                          Supplementary Material
                                                                                          .02 Self-Trades
                                       Rule 2702 Excessive      .......................  FINRA Rule 6140(c)
                                        Sales By an Equity                                Other Trading
                                        Member.                                           Practices
                                       Rule 2703 Manipulative   .......................  FINRA Rule 6140 Other
                                        Transactions.                                     Trading Practices
                                       Rule 2704 Dissemination  .......................  FINRA Rule 6140(e)
                                        of False Information.                             Other Trading
                                                                                          Practices
                                       Rule 2705 Prohibition    .......................  FINRA Rule 5320
                                        Against Trading Ahead                             Prohibition Against
                                        of Customer Orders                               Trading Ahead of
                                        **.                                               Customer Orders **
                                       Rule 2708 Trade          .......................  FINRA Rule 5290 Order
                                        Shredding.                                        Entry and Execution
                                                                                          Practices
                                       Rule 2710 Best           .......................  FINRA Rule 5310 Best
                                        Execution and                                     Execution and
                                        Interpositioning **.                              Interpositioning **
                                       Rule 2712 Trading Ahead  .......................  FINRA Rule 5280 Trading
                                        of Research Reports **.                           Ahead of Research
                                                                                          Reports **
                                       Rule 2714 Front Running  .......................  FINRA Rule 5270 Front
                                        of Block Transactions                             Running of Block
                                        **.                                               Transactions **
                                       Rule 2802 Forwarding of  .......................  FINRA Rule 2251
                                        Proxy and Other Issuer-                           Processing and
                                        Related Materials.                                Forwarding of Proxy
                                                                                          and Other Issuer-
                                                                                          Related Materials
----------------------------------------------------------------------------------------------------------------
1 FINRA shall only have Regulatory Responsibilities regarding the rule and not the interpretations and policies.
 Common Rules shall not include any provisions regarding (i) notice, reporting or any other filings made
  directly to or from MIAX, MIAX PEARL or MIAX Emerald, (ii) incorporation by reference of other MIAX, MIAX
  PEARL or MIAX Emerald 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 MIAX,
  MIAX PEARL or MIAX Emerald, (iv) prior written approval of MIAX, MIAX PEARL or MIAX Emerald and (v) payment of
  fees or fines to MIAX, MIAX PEARL or MIAX Emerald.
* FINRA shall not have any Regulatory Responsibilities for these rules as they pertain to violations of insider
  trading activities, which is covered by a separate 17d-2 Agreement by and among Cboe BZX Exchange, Inc., Cboe
  BYX Exchange, Inc., Chicago Stock Exchange, Inc., Cboe EDGA Exchange Inc., Cboe EDGX Exchange Inc., Financial
  Industry Regulatory Authority, Inc., MEMX, LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, The Nasdaq Stock Market LLC,
  NYSE National, Inc., New York Stock Exchange, LLC, NYSE American LLC, NYSE Arca Inc., and Investors' Exchange
  LLC and the Long-Term Stock Exchange, Inc. effective May 26, 2020, as may be amended from time to time.
2 FINRA shall only have Regulatory Responsibilities regarding MIAX and MIAX Emerald Rules 1901 or MIAX Pearl
  Rule 3101 to the extent that MIAX, MIAX Pearl or MIAX Emerald recognize the same categories of principal and
  representative registration.
3 FINRA shall not have Regulatory Responsibilities regarding requirements to keep records ``in conformity with .
  . . Exchange Rules;'' responsibility for such requirement remains with MIAX PEARL.
4 FINRA shall only have Regulatory Responsibilities regarding the rule and not the interpretations and policies.
** FINRA shall perform the surveillance responsibilities for the double star rules for MIAX PEARL Equities.
  These rules may be cited by FINRA in both the context of this Agreement and the Regulatory Services Agreement.

    In addition, the following provisions shall be part of this 17d-2 
Agreement:
 SEA Rule 200 of Regulation SHO--Definition of Short Sales and 
Marking Requirements **
 SEA Rule 201 of Regulation SHO--Circuit Breaker **

[[Page 56652]]

 SEA Rule 203 of Regulation SHO--Borrowing and Delivery 
Requirements **
 SEA Rule 204 of Regulation SHO--Close-Out Requirement **
 SEA Rule 101 of Regulation M--Activities by Distribution 
Participants **
 SEA Rule 102 of Regulation M--Activities by Issuers and 
Selling Security Holders During a Distribution **
 SEA Rule 103 of Regulation M--Nasdaq Passive Market Making **
 SEA Rule 104 of Regulation M--Stabilizing and Other Activities 
in Connection with an Offering **
 SEA Rule 105 of Regulation M--Short Selling in Connection With 
a Public Offering **
 SEA Rule 604 of Regulation NMS--Display of Customer Limit 
Orders **
 SEA Rule 606 of Regulation NMS--Disclosure of Routing 
Information **
 SEA Rule 610(d) of Regulation NMS--Locking or Crossing 
Quotations **
 SEA Rule 611 of Regulation NMS--Order Protection Rule **
 SEA Rule 10b-5 Employment of Manipulative and Deceptive 
Devices *
 SEA Rule 17a-3/17a-4--Records to Be Made by Certain Exchange 
Members, Brokers, and Dealers/Records to Be Preserved by Certain 
Exchange Members, Brokers, and Dealers *
 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).
    * FINRA shall not have any Regulatory Responsibilities for these 
rules as they pertain to violations of insider trading activities, 
which is covered by a separate 17d-2 Agreement by and among Cboe BZX 
Exchange, Inc., Cboe BYX Exchange, Inc., Chicago Stock Exchange, Inc., 
Cboe EDGA Exchange Inc., Cboe EDGX Exchange Inc., Financial Industry 
Regulatory Authority, Inc., MEMX, LLC, Nasdaq BX, Inc., Nasdaq PHLX 
LLC, The Nasdaq Stock Market LLC, NYSE National, Inc., New York Stock 
Exchange, LLC, NYSE American LLC, NYSE Arca Inc., and Investors' 
Exchange LLC and the Long-Term Stock Exchange, Inc. effective May 26, 
2020, as may be amended from time to time.
    ** FINRA shall perform the surveillance responsibilities for the 
double star rules for MIAX PEARL Equities. These rules may be cited by 
FINRA in both the context of this Agreement and the Regulatory Services 
Agreement.

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 (http://www.sec.gov/rules/sro.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 Secretary, Securities 
and Exchange Commission, 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 website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed plan that are filed with the 
Commission, and all written communications relating to the proposed 
plan between the Commission and any person, other than those that may 
be withheld from the public in accordance with the provisions of 5 
U.S.C. 552, will be available for website viewing and printing in the 
Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the plan also will be available for inspection and 
copying at the principal offices of FINRA, MIAX, MIAX PEARL, and MIAX 
Emerald. All comments received will be posted without change. Persons 
submitting comments are cautioned that we do not redact or edit 
personal identifying information from comment submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number 4-678 and should be submitted 
on or before October 5, 2020.

V. Discussion

    The Commission finds that the proposed Amended Plan is consistent 
with the factors set forth in Section 17(d) of the Act \15\ and Rule 
17d-2(c) thereunder \16\ 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 FINRA and at least one of MIAX, MIAX PEARL, or MIAX Emerald. 
Accordingly, the proposed Amended Plan promotes efficiency by reducing 
costs to common members. Furthermore, because MIAX, MIAX PEARL, MIAX 
Emerald and FINRA will coordinate their regulatory functions in 
accordance with the Amended Plan, the Amended Plan should promote 
investor protection.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78q(d).
    \16\ 17 CFR 240.17d-2(c).
---------------------------------------------------------------------------

    The Commission notes that, under the Amended Plan, MIAX, MIAX 
PEARL, MIAX Emerald, and FINRA have allocated regulatory responsibility 
for those MIAX, MIAX PEARL, and MIAX Emerald 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, MIAX, MIAX PEARL, and MIAX Emerald 
will review the Certification at least annually, or more frequently if 
required by changes in either the rules of MIAX, MIAX PEARL, MIAX 
Emerald, or FINRA, and, if necessary, submit to FINRA an updated list 
of common rules to add MIAX, MIAX PEARL, or MIAX Emerald rules not 
included on the then-current list of common rules that are 
substantially similar to FINRA rules; delete MIAX, MIAX PEARL, or MIAX 
Emerald 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 MIAX, MIAX PEARL, or MIAX 
Emerald

[[Page 56653]]

rules that qualify as common rules.\17\ 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, MIAX, MIAX 
PEARL, and MIAX Emerald also will provide FINRA with a current list of 
common members and shall update the list no less frequently than once 
each quarter.\18\ 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.
---------------------------------------------------------------------------

    \17\ See paragraph 2 of the Amended Plan.
    \18\ 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 MIAX, MIAX PEARL, and MIAX Emerald 
rules that are substantially similar to the rules of FINRA for common 
members of FINRA and MIAX, FINRA and MIAX PEARL, and FINRA and MIAX 
Emerald. 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 MIAX, MIAX PEARL, or MIAX Emerald 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 MIAX, MIAX 
PEARL, or MIAX Emerald rule to the Certification that is not 
substantially similar to a FINRA rule; delete a MIAX, MIAX PEARL, or 
MIAX Emerald rule from the Certification that is substantially similar 
to a FINRA rule; or leave on the Certification a MIAX, MIAX PEARL, or 
MIAX Emerald 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.\19\
---------------------------------------------------------------------------

    \19\ 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. In particular, the purpose of the amendment is to add MIAX 
PEARL equities rules and certain federal securities laws to the 
Certification. The Commission notes that the most recent prior 
amendment to the Plan was published for comment and the Commission did 
not receive any comments thereon.\20\ The Commission believes that the 
current amendment to the Plan does not raise any new regulatory issues 
that the Commission has not previously considered, and therefore 
believes that the amended Plan should become effective without any 
undue delay.
---------------------------------------------------------------------------

    \20\ See Securities Exchange Act Release No. 85189 (February 25, 
2019), 84 FR 7153 (March 1, 2019).
---------------------------------------------------------------------------

VI. Conclusion

    This order gives effect to the Amended Plan filed with the 
Commission in File No. 4-678. 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. 4-678, between the FINRA, MIAX, MIAX 
PEARL, and MIAX Emerald, filed pursuant to Rule 17d-2 under the Act, 
hereby is approved and declared effective.
    It is further ordered that MIAX, MIAX PEARL, and MIAX Emerald are 
each relieved of those responsibilities allocated to FINRA under the 
Amended Plan in File No. 4-678.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
---------------------------------------------------------------------------

    \21\ 17 CFR 200.30-3(a)(34).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-20132 Filed 9-11-20; 8:45 am]
BILLING CODE 8011-01-P