[Federal Register Volume 89, Number 151 (Tuesday, August 6, 2024)]
[Notices]
[Pages 64025-64035]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-17275]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100623; 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, 
MIAX Emerald, LLC, and MIAX Sapphire, LLC

July 31, 2024.
    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 July 22, 2024, 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''), MIAX Sapphire, LLC (``MIAX Sapphire'') and the Financial 
Industry Regulatory Authority, Inc. (``FINRA'') (together, the 
``Parties''). The Plan replaces and supersedes the agreement entered 
into between FINRA, MIAX, MIAX Pearl, and MIAX Emerald on September 2, 
2020, entitled ``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.'' \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. 56645 (September 8, 
2020), 85 FR 56645 (September 14, 2020).
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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 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

[[Page 64026]]

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\ On September 
2, 2020, the parties submitted a proposed amendment to the Plan to add 
MIAX Pearl equities rules and certain federal securities laws.\15\
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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 No. 79974 (February 6, 
2017), 82 FR 10417 (February 10, 2017).
    \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).
    \15\ See Securities Exchange Act Release No. 56645 (September 8, 
2020), 85 FR 56645 (September 14, 2020).
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III. Proposed Amendment to the Plan

    On July 22, 2024, the parties submitted a proposed amendment to the 
Plan (``Amended Plan''). The primary purpose of the Amended Plan is to 
add MIAX Sapphire as a Participant to the Plan. 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 MIAX 
EMERALD, LLC AND MIAX [EMERALD]SAPPHIRE, 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[EARL]''), [and] MIAX 
Emerald, LLC (``MIAX Emerald'') and MIAX Sapphire, LLC (``MIAX 
Sapphire'') is made this [2nd] 17th day of [September, 2020] July, 2024 
(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[EARL], MIAX Emerald and MIAX [Emerald] Sapphire 
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, MIAX Pearl and MIAX [PEARL] Emerald on [December 
19, 2018] September 2, 2020, entitled ``Agreement [between] among 
Financial Industry Regulatory Authority, Inc., Miami International 
Securities Exchange, LLC, MIAX PEARL, LLC and MIAX [PEARL] Emerald, 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[EARL] Rules'', ``MIAX Emerald 
Rules'' ``MIAX Sapphire Rules'' or ``FINRA Rules'' shall mean: (i) the 
rules of MIAX, MIAX Pearl[EARL], MIAX Emerald or MIAX [Emerald] 
Sapphire, 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[EARL] Rules 
[and], MIAX Emerald Rules and MIAX Sapphire 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[EARL] 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., NYSE Chicago [Stock Exchange], Inc., Cboe EDGA 
Exchange, Inc., Cboe EDGX Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., MEMX, LLC, MIAX PEARL, 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] 
approved by the Commission on September 23, 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[EARL], MIAX Emerald or MIAX [Emerald,] 
Sapphire (ii) incorporation by reference of other MIAX, MIAX 
Pearl[EARL] Rules [or], MIAX Emerald Rules or MIAX Sapphire 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[EARL], MIAX 
Emerald or MIAX [Emerald,] Sapphire (iv) prior written approval of 
MIAX, MIAX Pearl[EARL], MIAX Emerald or MIAX [Emerald] Sapphire and (v) 
payment of fees or fines to MIAX, MIAX Pearl[EARL], MIAX Emerald or 
MIAX [Emerald] Sapphire.
    (c) ``Common Members'' shall mean members of FINRA and at least one 
of MIAX, MIAX Pearl[EARL], MIAX Emerald or MIAX [Emerald] Sapphire.
    (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

[[Page 64027]]

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[EARL] [and], MIAX Emerald and MIAX Sapphire furnished 
FINRA with a current list of Common Rules and certified to FINRA that 
such rules that are MIAX Rules, MIAX Pearl[EARL] Rules, MIAX Emerald 
Rules and MIAX [Emerald] Sapphire 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[EARL], MIAX Emerald and MIAX [Emerald] 
Sapphire shall submit an updated list of Common Rules to FINRA for 
review which shall add MIAX Rules, MIAX Pearl[EARL] Rules, MIAX Emerald 
Rules or MIAX [Emerald] Sapphire 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[EARL] Rules, MIAX Emerald 
Rules or MIAX [Emerald] Sapphire 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[EARL] Rules, MIAX 
Emerald Rules or MIAX [Emerald] Sapphire 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[EARL], MIAX Emerald and MIAX [Emerald] 
Sapphire 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[EARL]'s, MIAX Emerald's and MIAX [Emerald's] Sapphire'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[EARL] Rules [or], MIAX Emerald 
Rules, or MIAX Sapphire Rules that are not Common Rules as provided in 
paragraph 6.
    3. Common Members. Prior to the Effective Date, MIAX, MIAX 
Pearl[EARL], MIAX Emerald and MIAX [Emerald] Sapphire 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[EARL], 
MIAX Emerald and MIAX [Emerald] Sapphire by FINRA for performing the 
Regulatory Responsibilities and Enforcement Responsibilities under this 
Agreement except as hereinafter provided. FINRA shall provide MIAX, 
MIAX Pearl[EARL], MIAX Emerald and MIAX [Emerald] Sapphire with ninety 
(90) days advance written notice in the event FINRA decides to impose 
any charges to MIAX, MIAX Pearl[EARL], MIAX Emerald and MIAX [Emerald] 
Sapphire for performing the Regulatory Responsibilities under this 
Agreement. If FINRA determines to impose a charge, MIAX, MIAX 
Pearl[EARL], MIAX Emerald and MIAX [Emerald] Sapphire 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[EARL] Rules 
[or], MIAX Emerald Rules[,] or MIAX Sapphire Rules which are not listed 
as Common Rules, discovered pursuant to the performance of the 
Regulatory Responsibilities assumed hereunder, FINRA shall notify MIAX, 
MIAX Pearl[EARL], MIAX Emerald and MIAX [Emerald] Sapphire of those 
apparent violations for such response as MIAX, MIAX Pearl[EARL], MIAX 
Emerald and MIAX [Emerald] Sapphire deem appropriate. In the event that 
MIAX, MIAX Pearl[EARL], MIAX Emerald or MIAX [Emerald] Sapphire becomes 
aware of apparent violations of any Common Rules, discovered pursuant 
to the performance of the Retained Responsibilities, MIAX, MIAX 
Pearl[EARL], MIAX Emerald and MIAX [Emerald] Sapphire 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[EARL], MIAX 
Emerald or MIAX [Emerald] Sapphire, MIAX, MIAX Pearl[EARL], MIAX 
Emerald and MIAX [Emerald] Sapphire 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[EARL], MIAX 
Emerald and MIAX [Emerald] Sapphire 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[EARL], MIAX Emerald and MIAX [Emerald] Sapphire any 
information it obtains about Common Members which reflects adversely on 
their financial condition. MIAX, MIAX Pearl[EARL], MIAX Emerald and 
MIAX [Emerald] Sapphire 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.

[[Page 64028]]

    (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[EARL], MIAX Emerald and MIAX [Emerald] Sapphire 
advised of its actions in this regard for such subsequent proceedings 
as MIAX, MIAX Pearl[EARL], MIAX Emerald and MIAX [Emerald] Sapphire may 
initiate.
    9. Customer Complaints. MIAX, MIAX Pearl[EARL], MIAX Emerald and 
MIAX [Emerald] Sapphire shall forward to FINRA copies of all customer 
complaints involving Common Members received by MIAX, MIAX Pearl[EARL], 
MIAX Emerald and MIAX [Emerald] Sapphire 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] Financial Industry Regulatory Authority, Inc., 
Miami International Securities Exchange, LLC, 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 and MEMX 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] October 18, 2022, 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 American LLC, 
Cboe BZX Exchange, Inc., [BOX Options Exchange, LLC,] Cboe EDGX 
Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Nasdaq 
ISE, LLC, [FINRA, MIAX, NYSE American LLC,]Financial Industry 
Regulatory Authority, Inc., NYSE Arca, Inc., The Nasdaq Stock Market 
LLC, BOX Exchange LLC, Nasdaq BX, Inc., [the] Nasdaq PHLX LLC, Miami 
International Securities Exchange, LLC, Nasdaq GEMX, LLC, [Cboe EDGX 
Exchange, Inc.,] Nasdaq MRX, LLC, MIAX PEARL, LLC [and], MIAX Emerald, 
LLC and MEMX 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] November 23, 
2022, 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 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[EARL], MIAX Emerald and MIAX [Emerald] Sapphire join in 
requesting the Commission, upon its approval of this Agreement or any 
part thereof, to relieve MIAX, MIAX Pearl[EARL], MIAX Emerald and MIAX 
[Emerald] Sapphire 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

[[Page 64029]]

counterparts together shall constitute one and the same instrument.

Exhibit 1

    Miami International Securities Exchange, LLC, MIAX PEARL, LLC, MIAX 
Emerald, LLC and MIAX [Emerald] Sapphire, LLC Rules Certification for 
17d-2 Agreement with FINRA Miami International Securities Exchange, LLC 
(``MIAX''), MIAX PEARL, LLC (``MIAX [PEARL] Pearl''), [and] MIAX 
Emerald, LLC (``MIAX Emerald'') and MIAX Sapphire, LLC (``MIAX 
Sapphire'') 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'').
    # Common Rules shall not include any provisions 
regarding (i) notice, reporting or any other filings made directly to 
or from MIAX, MIAX [PEARL] Pearl [or], MIAX Emerald or MIAX Sapphire, 
(ii) incorporation by reference of other MIAX, MIAX [PEARL] Pearl, MIAX 
Emerald or MIAX [Emerald] Sapphire 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] Pearl [or], MIAX Emerald or 
MIAX Sapphire, (iv) prior written approval of MIAX, MIAX [PEARL] Pearl 
[or], MIAX Emerald or MIAX Sapphire, and (v) payment of fees or fines 
to MIAX, MIAX [PEARL] Pearl Options, MIAX Emerald or MIAX [Emerald] 
Sapphire.

----------------------------------------------------------------------------------------------------------------
                                                                                                 FINRA [(NASD)
                                                                                              RULES EXCHANGE ACT
                                     MIAX [PEARL]        MIAX [EMERALD                         PROVISION OR SEC
       MIAX [RULES] Rules         RULES] Pearl Rules    RULES] Emerald       MIAX Sapphire       RULE] Rules,
                                                             Rules               Rules          Exchange Action
                                                                                              Provisions, or SEC
                                                                                                     Rules
----------------------------------------------------------------------------------------------------------------
Rule 301 Just and Equitable       MIAX Rule 301       MIAX Rule 301       MIAX Rule 301 is    FINRA Rule 2010
 Principles of Trade \1\.          [Just and           [Just and           incorporated by     Standards of
                                   Equitable           Equitable           reference into      Commercial Honor
                                   Principles of       Principles of       Chapter III of      and Principles of
                                   Trade] is           Trade] is           the MIAX Sapphire   Trade.
                                   incorporated by     incorporated by     Options Rulebook
                                   reference into      reference into      \1\.
                                   Chapter III of      Chapter III of
                                   the MIAX Pearl      the MIAX Emerald
                                   Rulebook \1\.       Rulebook \1\.
Rule 303 Prevention of the        MIAX Rule 303       MIAX Rule 303       MIAX Rule 303 is    Section 15(g) of
 Misuse of Material Nonpublic      [Prevention of      [Prevention of      incorporated by     the Exchange Act
 Information 1 .                  the Misuse of       the Misuse of       reference into      and FINRA Rule
                                   Material            Material            Chapter III of      3110(b)(1)
                                   Nonpublic           Nonpublic           the MIAX Sapphire   Supervision.
                                   Information] is     Information] is     Rulebook 1 .
                                   incorporated by     incorporated by
                                   reference into      reference into
                                   Chapter III of      Chapter III of
                                   the MIAX Pearl      the MIAX Emerald
                                   Rulebook 1 .       Rulebook 1 .
Rule 315 Anti-Money Laundering    MIAX Rule 315       MIAX Rule 315       MIAX Rule 315 is    FINRA Rule 3310
 Compliance Program .             [Anti-Money         [Anti-Money         incorporated by     Anti-Money
                                   Laundering          Laundering          reference into      Laundering
                                   Compliance          Compliance          Chapter III of      Compliance
                                   Program] is         Program] is         the MIAX Sapphire   Program.
                                   incorporated by     incorporated by     Rulebook .
                                   reference into      reference into
                                   Chapter III of      Chapter III of
                                   the MIAX Pearl      the MIAX Emerald
                                   Rulebook .         Rulebook .
Rule 318(a) Manipulation........  MIAX Rule 318(a)    MIAX Rule 318(a)    MIAX Rule 318(a)    FINRA Rule 2020
                                   [Manipulation] is   [Manipulation] is   is incorporated     Use of
                                   incorporated by     incorporated by     by reference into   Manipulative,
                                   reference into      reference into      Chapter III of      Deceptive or
                                   Chapter III of      Chapter III of      the MIAX Sapphire   [o]Other
                                   the MIAX Pearl      the MIAX Emerald    Rulebook.           Fraudulent
                                   Rulebook.           Rulebook.                               Devices.
Rule 318(b) Manipulation........  MIAX Rule 318(b)    MIAX Rule 318(b)    MIAX Rule 318(b)    FINRA Rule 6140(d)
                                   [Manipulation] is   is incorporated     is incorporated     Other Trading
                                   incorporated by     by reference into   by reference into   Practices.
                                   reference into      Chapter III of      Chapter III of
                                   Chapter III of      the MIAX Emerald    the MIAX Sapphire
                                   the MIAX Pearl      Rulebook.           Rulebook.
                                   Rulebook.
Rule 319 Forwarding of Proxy and  MIAX Rule 319       MIAX Rule 319       MIAX Rule 319 is    FINRA Rule 2251
 Other Issuer-Related Materials.   [Forwarding of      [Forwarding of      incorporated by     Processing and
                                   Proxy and Other     Proxy and Other     reference into      Forwarding of
                                   Issuer-Related      Issuer-Related      Chapter III of      Proxy and Other
                                   Materials] is       Materials] is       the MIAX Sapphire   Issuer-Related
                                   incorporated by     incorporated by     Rulebook.           Materials.
                                   reference into      reference into
                                   Chapter III of      Chapter III of
                                   the MIAX Pearl      the MIAX Emerald
                                   Rulebook.           Rulebook.
Rule 320 Trading Ahead of         MIAX Rule 320       MIAX Rule 320       MIAX Rule 320 is    FINRA Rule 5280
 Research Reports.                 [Trading Ahead of   [Trading Ahead of   incorporated by     Trading Ahead of
                                   Research Reports]   Research Reports]   reference into      Research Reports.
                                   is incorporated     is incorporated     Chapter III of
                                   by reference into   by reference into   the MIAX Sapphire
                                   Chapter III of      Chapter III of      Rulebook.
                                   the MIAX Pearl      the MIAX Emerald
                                   Rulebook.           Rulebook.

[[Page 64030]]

 
Rule 800(a), (b) and (d)          MIAX Rule 800(a),   MIAX Rule 800(a),   MIAX Rule 800(a),   FINRA Rule 4511
 Maintenance, Retention and        (b) and (d)         (b) and (d)         (b) and (d) is      General
 Furnishing of Books, Records      [Maintenance,       [Maintenance,       incorporated by     Requirements *
 and Other Information 1 .        Retention and       Retention and       reference into      and Section 17 of
                                   Furnishing of       Furnishing of       Chapter VIII of     the Exchange Act
                                   Books, Records      Books, Records      the MIAX Sapphire   and the rules
                                   and Other           and Other           Rulebook 1 .       thereunder.
                                   Information] is     Information] is
                                   incorporated by     incorporated by
                                   reference into      reference into
                                   Chapter VIII of     Chapter VIII of
                                   the MIAX Pearl      the MIAX Emerald
                                   Rulebook 1 .       Rulebook 1 .
Rule 1900 Registration            Rule 3100           Rule 1900           Rule 1900           FINRA Rule 1210
 Requirements .                   Registration        Registration        Registration        Registration
                                   Requirements .     Requirements .     Requirements .     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            Rule 3101           Rule 1901           Rule 1901           Rule 1220
 Categories .                     Registration        Registration        Registration        Registration
                                   Categories .       Categories .       Categories .       Categories.\2\
Rule 1902(a), (b)(1)-(4) and      Rule 3102(a),       Rule 1902(a),       Rule 1902(a),       FINRA Rule 1230
 Interpretations and Policies      (b)(1)-(4) and      (b)(1)-(4) and      (b)(1)-(4) and      Associated
 .01 Associated Persons Exempt     Interpretations     Interpretations     Interpretations     Persons Exempt
 from Registration.                and Policies .01    and Policies .01    and Policies .01    from
                                   Associated          Associated          Associated          Registration.
                                   Persons Exempt      Persons Exempt      Persons Exempt
                                   from Registration.  from Registration.  from Registration.
Rule 1903 Continuing Education   Rule 3103           Rule 1903           Rule 1903           FINRA Rule 1240
 3.                                Continuing          Continuing          Continuing          Continuing
                                   Education  3.      Education           Education           Education
                                                       Requirements  3.   Requirements  4.   Requirements.
Rule 1904 Electronic Filing       Rule 3104.          Rule 1904.          Rule 1904.          FINRA Rule 1010
 Requirements for Uniform Forms    Electronic Filing   Electronic Filing   Electronic Filing   Electronic Filing
 .                                Requirements for    Requirements for    Requirements for    Requirements for
                                   Uniform Forms .    Uniform Forms .    Uniform Forms .    Uniform Forms.
Rule 1321 Transfer of Accounts..  MIAX Rule 1321      MIAX Rule 1321      MIAX Rule 1321      FINRA Rule 11870
                                   [Transfer of        [Transfer of        Transfer of         Customer Account
                                   Accounts] is        Accounts] is        Accounts is         Transfer
                                   incorporated by     incorporated by     incorporated by     Contracts.
                                   reference into      reference into      reference into
                                   Chapter XIII of     Chapter XIII of     Chapter XIII of
                                   the MIAX Pearl      the MIAX Emerald    the MIAX Sapphire
                                   Rulebook.           Rulebook.           Rulebook.
Rule 1325 Telemarketing.........  MIAX Rule 1325      MIAX Rule 1325      MIAX Rule 1325 is   FINRA Rule 3230
                                   [Telemarketing]     [Telemarketing]     incorporated by     Telemarketing.
                                   is incorporated     is incorporated     reference into
                                   by reference into   by reference into   Chapter XIII of
                                   Chapter XIII of     Chapter XIII of     the MIAX Sapphire
                                   the MIAX Pearl      the MIAX Emerald    Rulebook.
                                   Rulebook.           Rulebook.
                                  Rule 2100 Business                                          FINRA Rule 2010
                                   Conduct of                                                  Standards of
                                   Members *.                                                  Commercial Honor
                                                                                               and Principles of
                                                                                               Trade.*
                                  Rule 2101                                                   FINRA Rule 2010
                                   Violations                                                  Standards of
                                   Prohibited * .                                             Commercial Honor
                                                                                               * and Principles
                                                                                               of Trade and
                                                                                               FINRA Rule 3110
                                                                                               Supervision.*
                                  Rule 2102 Use of                                            FINRA Rule 2020
                                   Fraudulent                                                  Use of
                                   Devices *.                                                  Manipulative,
                                                                                               Deceptive or
                                                                                               Other Fraudulent
                                                                                               Devices.*
                                  Rule 2104                                                   FINRA Rule 2210
                                   Communications                                              Communications
                                   with the Public.                                            with the Public.
                                  Rule 2105 Know                                              FINRA Rule 2090
                                   Your Customer.                                              Know Your
                                                                                               Customer.

[[Page 64031]]

 
                                  Rule 2106 Fair                                              FINRA Rule 2020
                                   Dealing with                                                Use of
                                   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                                                   FINRA Rule 2111
                                   Suitability.                                                Suitability.
                                  Rule 2108(a) The                                            FINRA Rule 11860
                                   Prompt Receipt                                              COD Orders.
                                   and Delivery of
                                   Securities.
                                  Rule 2108(b) The                                            SEC Regulation
                                   Prompt Receipt                                              SHO.
                                   and Delivery of
                                   Securities.
                                  Rule 2109 Charges                                           FINRA Rule 2122
                                   for Services                                                Charges for
                                   Performed.                                                  Services
                                                                                               Performed.
                                  Rule 2110 Use of                                            FINRA Rule 2060
                                   Information                                                 Use of
                                   Obtained in a                                               Information
                                   Fiduciary                                                   Obtained in
                                   Capacity.                                                   Fiduciary
                                                                                               Capacity.
                                  Rule 2111                                                   FINRA Rule 5210
                                   Publication of                                              Publication of
                                   Transactions and                                            Transactions and
                                   Quotations .                                               Quotations.
                                  Rule 2112 Offers                                            FINRA Rule 5220
                                   at Stated Prices.                                           Offers at Stated
                                                                                               Prices.
                                  Rule 2113 Payments                                          FINRA Rule 5230
                                   Involving                                                   Payments
                                   Publications that                                           Involving
                                   Influence the                                               Publications that
                                   Market Price of a                                           Influence the
                                   Security.                                                   Market Price of a
                                                                                               Security.
                                  Rule 2114 Customer                                          FINRA Rule 2232(a)
                                   Confirmations.                                              Customer
                                                                                               Confirmations and
                                                                                               SEC Rule 10b-10
                                                                                               Confirmation of
                                                                                               Transactions.
                                  Rule 2115                                                   FINRA Rule 2262
                                   Disclosure of                                               Disclosure of
                                   Control                                                     Control
                                   Relationship with                                           Relationship with
                                   Issuer.                                                     Issuer.
                                  Rule 2116                                                   FINRA Rule 3260
                                   Discretionary                                               Discretionary
                                   Accounts.                                                   Accounts.
                                  Rule 2117 Improper                                          FINRA Rule 2150
                                   Use of Customer's                                           Improper Use of
                                   Securities or                                               Customers'
                                   Funds;                                                      Securities or
                                   Prohibition                                                 Funds;
                                   Against                                                     Prohibition
                                   Guarantees and                                              Against
                                   Sharing in                                                  Guarantees and
                                   Accounts.                                                   Sharing in
                                                                                               Accounts.
                                  Rule 2118                                                   FINRA Rule 3220
                                   Influencing or                                              Influencing or
                                   Rewarding                                                   Rewarding
                                   Employees of                                                Employees of
                                   Others.                                                     Others.
                                  Rule 2119                                                   FINRA Rule 3230
                                   Telemarketing.                                              Telemarketing.
                                  Rule 2200 General                                           Section 17 of the
                                   Requirements .                                             Exchange Act and
                                                                                               rules thereunder
                                                                                               and FINRA Rule
                                                                                               4511[(a) and (c)]
                                                                                               General
                                                                                               Requirements.\5\
                                  Rule 2201 Customer                                          Rule 4512 Customer
                                   Account                                                     Account
                                   Information.                                                Information.

[[Page 64032]]

 
                                  Rule 2203 Record                                            FINRA Rule 4513
                                   of Written                                                  Records of
                                   Complaints.                                                 Written Customer
                                                                                               Complaints.
                                  Rule 2204                                                   FINRA Rule 2261
                                   Disclosure of                                               Disclosure of
                                   Financial                                                   Financial
                                   Condition.                                                  Condition.
                                  Rule 2300                                                   FINRA Rule 3110
                                   Supervision .                                              Supervision.*
                                  Rule 2301                                                   FINRA Rule 3120
                                   Supervisory                                                 Supervisory
                                   Control System.                                             Control System.*
                                  Rule 2302 Annual                                            FINRA Rule 3130
                                   Certification of                                            Annual
                                   Compliance and                                              Certification of
                                   Supervisory                                                 Compliance and
                                   Processes.                                                  Supervisory
                                                                                               Processes.
                                  Rule 2303                                                   Section 15(g) of
                                   Prevention of the                                           the Exchange Act
                                   Misuse of                                                   * and FINRA Rule
                                   Material, Non-                                              3110(b)(1)
                                   Public                                                      Supervision.*
                                   Information * .
                                  Rule 2304 Anti-                                             FINRA Rule 3310
                                   Money Laundering                                            Anti-Money
                                   Compliance                                                  Laundering
                                   Program \6\ .                                              Compliance
                                                                                               Program.
                                  Rule 2305                                                   FINRA Rule 3210
                                   Transactions for                                            Accounts At Other
                                   or by Associated                                            Broker-Dealers
                                   Persons.                                                    and Financial
                                                                                               Institutions.
                                  Rule 2622[(e)(3) &                                          FINRA Rule 6190(a)
                                   (4)]                                                        & (b) Compliance
                                   (h)(2)(A)(i)(c)                                             with Regulation
                                   and (d) Limit Up-                                           NMS Plan to
                                   Limit Down Plan                                             Address
                                   and Trading Halts.                                          Extraordinary
                                                                                               Market
                                                                                               Volatility.
                                  Rule 2623 Short                                             FINRA Rule 6182
                                   Sales .                                                    Trade Reporting
                                                                                               of Short Sales.
                                  Rule 2624. Locking                                          FINRA Rule 6240
                                   or Crossing                                                 Prohibition from
                                   Quotations in NMS                                           Locking or
                                   Stocks **.                                                  Crossing
                                                                                               Quotations in NMS
                                                                                               Stocks **.
                                  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                                                   FINRA Rule 6140
                                   Fictitious                                                  Other Trading
                                   Transactions.                                               Practices and
                                                                                               FINRA Rule 5210
                                                                                               Supplementary
                                                                                               Material .02 Self-
                                                                                               Trades.
                                  Rule 2702                                                   FINRA Rule 6140(c)
                                   Excessive Sales                                             Other Trading
                                   By an Equity                                                Practices.
                                   Member.
                                  Rule 2703                                                   FINRA Rule 6140
                                   Manipulative                                                Other Trading
                                   Transactions.                                               Practices.
                                  Rule 2704                                                   FINRA Rule 6140(e)
                                   Dissemination of                                            Other Trading
                                   False Information.                                          Practices.
                                  Rule 2705                                                   FINRA Rule 5320
                                   Prohibition                                                 Prohibition
                                   Against Trading                                             Against Trading
                                   Ahead of Customer                                           Ahead of Customer
                                   Orders **.                                                 Orders.**
                                  Rule 2708 Trade                                             FINRA Rule 5290
                                   Shredding.                                                  Order Entry and
                                                                                               Execution
                                                                                               Practices.

[[Page 64033]]

 
                                  Rule 2710 Best                                              FINRA Rule 5310
                                   Execution and                                               Best Execution
                                   Interpositioning                                            and
                                   **.                                                         Interpositioning.
                                                                                               **
                                  Rule 2712 Trading                                           FINRA Rule 5280
                                   Ahead of Research                                           Trading Ahead of
                                   Reports **.                                                 Research
                                                                                               Reports.**
                                  Rule 2714 Front                                             FINRA Rule 5270
                                   Running of Block                                            Front Running of
                                   Transactions **.                                            Block
                                                                                               Transactions.**
                                  Rule 2802                                                   FINRA Rule 2251
                                   Forwarding of                                               Processing and
                                   Proxy and Other                                             Forwarding of
                                   Issuer-Related                                              Proxy and Other
                                   Materials.                                                  Issuer-Related
                                                                                               Materials.
----------------------------------------------------------------------------------------------------------------
\1\ FINRA shall only have Regulatory Responsibilities regarding the rule and not the interpretations and
  policies.
\2\ FINRA shall only have Regulatory Responsibilities regarding MIAX [and], MIAX Emerald, MIAX Sapphire Rules
  1901 or MIAX Pearl Rule 3101 to the extent that MIAX, MIAX Pearl, MIAX Emerald or MIAX [Emerald] Sapphire
  recognize the same categories of principal and representative registration.
\3\ FINRA Rule 1240.01 allows for eligible persons to make their election to participate in the continuing
  education program under Rule 1240(c) either (1) between January 31, 2022, and March 15, 2022; or (2) between
  March 15, 2023, and December 31, 2023. In contrast, Interpretations and Policies .01 to MIAX and MIAX Emerald
  Rules 1903 and Interpretations and Policies .01 to MIAX Pearl Rule 3103 allows for eligible persons to make
  their election to participate in the continuing education programs under MIAX and MIAX Emerald Rules 1903(c)
  and MIAX Pearl Rule 3103(c) by July 1, 2022 or (2) between September 18, 2023, and December 31, 2023.
  Therefore, FINRA will not accept Regulatory Responsibilities for Interpretations and Policies .01 to MIAX and
  MIAX Pearl Rules 1903 or Interpretations and Policies .01 to MIAX Emerald Rule 1903 between March 16, 2022 and
  September 17, 2023. In addition, Interpretations and Policies .01 to MIAX and MIAX Emerald Rules 1903 and
  Interpretations and Policies .01 to MIAX Pearl Rule 3103 require eligible persons who elect to participate in
  the continuing education programs under MIAX and MIAX Emerald Rules 1903(c), or MIAX Pearl Rule 3103(c),
  between September 18, 2023, and December 31, 2023, to complete any prescribed 2022 and 2023 continuing
  education content by March 31, 2024. In contrast, FINRA Rule 1240.01 requires individuals enrolled in the
  continuing education program under FINRA Rule 1240(c) in both 2022 and 2023 to complete their prescribed 2022
  and 2023 continuing education content by: (1) March 31, 2024; or (2) between May 22, 2024, and July 1, 2024
  (where such individuals did not complete their prescribed 2022 and 2023 continuing education content as of
  March 31, 2024). In addition, FINRA Rule 1240.01 provides that individuals enrolled in the continuing
  education program under FINRA Rule 1240(c) who will have completed their prescribed 2022 and 2023 continuing
  education content between March 31, 2024 and May 22, 2024 will be deemed to have completed such content by
  July 1, 2024. As a result, FINRA shall not have Regulatory Responsibilities for Interpretations and Policies
  .01 to MIAX or MIAX Emerald Rules 1903 and Interpretations and Policies .01 to MIAX Pearl Rule 3103 beyond
  March 31, 2024 as it relates to eligible persons (who participate in the continuing education programs under
  MIAX or MIAX Emerald Rules 1903(c), or MIAX Pearl Rule 3103(c)) completion of the prescribed 2022 and 2023
  continuing education content.
\4\ FINRA shall not have Regulatory Responsibilities for Interpretations and Policies .01 of MIAX Sapphire Rule
  1903.
\5\ FINRA shall not have Regulatory Responsibilities regarding requirements to keep records ``in conformity with
  . . . Exchange Rules;'' responsibility for such requirement remains with MIAX [PEARL] Pearl.
\6\ FINRA shall only have Regulatory Responsibilities regarding the rule and not the interpretations and
  policies.

    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 **
 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 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, MIAX PEARL, 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 approved by the SEC on September 23, 2020, 
as may be amended from time to time.
    ** FINRA shall perform the surveillance responsibilities for the 
double star rules for MIAX [PEARL] 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.

[[Page 64034]]

Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number 4-678 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 (https://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed plan that are filed with the 
Commission, and all written communications relating to the proposed 
plan between the Commission and any person, other than those that may 
be withheld from the public in accordance with the provisions of 5 
U.S.C. 552, will be available for website viewing and printing in the 
Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the plan also will be available for inspection and 
copying at the principal offices of FINRA, MIAX, MIAX Pearl, MIAX 
Emerald, and MIAX Sapphire. Do not include personal identifiable 
information in submissions; you should submit only information that you 
wish to make available publicly. We may redact in part or withhold 
entirely from publication submitted material that is obscene or subject 
to copyright protection. All submissions should refer to File Number 4-
678 and should be submitted on or before August 27, 2024.

V. Discussion

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

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

    The Commission notes that, under the Amended Plan, MIAX, MIAX 
Pearl, MIAX Emerald, MIAX Sapphire and FINRA have allocated regulatory 
responsibility for those MIAX, MIAX Pearl, MIAX Emerald, and MIAX 
Sapphire 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, MIAX Emerald, and 
MIAX Sapphire will review the Certification at least annually, or more 
frequently if required by changes in either the rules of MIAX, MIAX 
Pearl, MIAX Emerald, MIAX Sapphire, or FINRA, and, if necessary, submit 
to FINRA an updated list of common rules to add MIAX, MIAX Pearl, MIAX 
Emerald, or MIAX Sapphire rules not included on the then-current list 
of common rules that are substantially similar to FINRA rules; delete 
MIAX, MIAX Pearl, MIAX Emerald, or MIAX Sapphire 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, MIAX Emerald, or MIAX Sapphire rules 
that qualify as common rules.\18\ 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, 
MIAX Emerald, MIAX Sapphire also will provide FINRA with a current list 
of common members and shall update the list no less frequently than 
once each quarter.\19\ 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.
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    \18\ See paragraph 2 of the Amended Plan.
    \19\ See paragraph 3 of the Amended Plan.
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    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, MIAX Emerald, 
and MIAX Sapphire rules that are substantially similar to the rules of 
FINRA for common members of FINRA and MIAX, FINRA and MIAX Pearl, FINRA 
and MIAX Emerald, and FINRA and MIAX Sapphire. 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, 
MIAX Emerald, or MIAX Sapphire 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, 
MIAX Emerald, or MIAX Sapphire rule to the Certification that is not 
substantially similar to a FINRA rule; delete a MIAX, MIAX Pearl, MIAX 
Emerald, or MIAX Sapphire rule from the Certification that is 
substantially similar to a FINRA rule; or leave on the Certification a 
MIAX, MIAX Pearl, MIAX Emerald, or MIAX Sapphire 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.\20\
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    \20\ 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.
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    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

[[Page 64035]]

appropriate notice and comment can take place after the proposed 
amendment is effective. In particular, the purpose of the amendment is 
to add MIAX Sapphire as a Participant to the Plan. 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.\21\ 
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.
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    \21\ See Securities Exchange Act Release No. 56645 (September 8, 
2020), 85 FR 56645 (September 14, 2020).
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IV. 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, MIAX Emerald, and MIAX Sapphire, filed pursuant to Rule 17d-2 
under the Act, hereby is approved and declared effective.
    IT IS FURTHER ORDERED that MIAX, MIAX Pearl, MIAX Emerald, and MIAX 
Sapphire 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.\22\
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    \22\ 17 CFR 200.30-3(a)(34).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-17275 Filed 8-5-24; 8:45 am]
BILLING CODE 8011-01-P