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Federal Register / Vol. 86, No. 18 / Friday, January 29, 2021 / Notices
khammond on DSKJM1Z7X2PROD with NOTICES

remove Regulation SHO from the Certification. The text of the proposed Amended Plan, which replaces and supersedes the current Plan in its entirety, is as follows:

AGREEMENT BETWEEN FINANCIAL
INDUSTRY REGULATORY
AUTHORITY, INC. AND NYSE ARCA, INC. PURSUANT TO RULE 17d2
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
This Agreement, by and between Financial Industry Regulatory Authority, Inc. FINRA and the NYSE Arca, Inc. NYSE Arca, is made this 17th day of December, 2020
the Agreement, pursuant to Section 17d of the Securities Exchange Act of 1934 the Exchange Act or SEA
and Rule 17d2 thereunder which permits agreements between self regulatory organizations to allocate regulatory responsibility to eliminate regulatory duplication. FINRA and NYSE Arca may be referred to individually as a party and together as the parties.
This Agreement amends and restates the agreement entered into between the parties on February 9, 2007, entitled Agreement Between the National Association of Securities Dealers, Inc.
and NYSE Arca, Inc. Pursuant to SEA
Rule 17d2 Under the Securities Exchange Act of 1934, and any subsequent amendments thereafter.
Whereas, FINRA and NYSE Arca desire to reduce duplication in the examination of their Dual Members as defined herein and in the filing and processing of certain registration and membership records; and Whereas, FINRA and NYSE Arca desire to execute an agreement covering such subjects pursuant to the provisions of Rule 17d2 under the Exchange Act and to file such agreement with the Securities and Exchange Commission the SEC or Commission for its approval.
Now, therefore, in consideration of the mutual covenants contained hereinafter, FINRA and NYSE Arca 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 NYSE Arca Rules or FINRA
Rules shall mean: i The rules of the NYSE Arca, or ii the rules of FINRA, respectively, as the rules of an exchange
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or association are defined in Exchange Act Section 3a27.
b Common Rules shall mean the NYSE Arca Rules that are substantially similar to the applicable FINRA Rules and certain provisions of the Exchange Act and SEA rules set forth on Exhibit 1 in that examination for compliance with such rules would not require FINRA to develop one or more new examination standards, modules, procedures, or criteria in order to analyze the application of such provisions or rule, or a Dual Members activity, conduct, or output in relation to such rule; provided, however, Common Rules shall not include the application of SEA, NYSE Arca or FINRA rules as they pertain to violations of insider trading activities, which is covered by a separate 17d2
Agreement by and among the Cboe BZX
Exchange, Inc., Cboe BYX Exchange, Inc., NYSE Chicago, Inc., Cboe EDGA
Exchange, Inc., Bats 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., approved by the SEC on September 23, 2020, as may be amended from time to time. Common Rules shall not include provisions regarding i notice, reporting or any other filings made directly to or from NYSE Arca, ii incorporation by reference of other NYSE Arca Rules that are not Common Rules, iii exercise of discretion in a manner that differs from FINRAs exercise of discretion, including, but not limited to exercise of exemptive authority, by NYSE Arca, iv prior written approval of NYSE Arca, and v payment of fees or fines to NYSE
Arca.
c Dual Members shall mean those NYSE Arca members that are also members of FINRA and the associated persons therewith.
d Effective Date shall be the date this Agreement is approved by the Commission.
e Enforcement Responsibilities shall mean the conduct of appropriate proceedings, in accordance with the FINRA 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 the FINRA Code of Procedure and sanctions guidelines.

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f Regulatory Responsibilities shall mean the examination responsibilities and Enforcement Responsibilities relating to compliance by the Dual Members with the Common Rules and the provisions of the Exchange Act and the rules and regulations thereunder, and other applicable laws, rules and regulations, each as set forth on Exhibit 1 attached hereto.
2. Regulatory and Enforcement Responsibilities. FINRA shall assume Regulatory Responsibilities and Enforcement Responsibilities for Dual Members. Attached as Exhibit 1 to this Agreement and made part hereof, NYSE
Arca furnished FINRA with a current list of Common Rules and certified to FINRA that such rules are substantially similar to the corresponding FINRA
Rule the Certification. FINRA
hereby agrees that the rules listed in the Certification are Common Rules as defined in this Agreement. Each year following the Effective Date of this Agreement, or more frequently if required by changes in either the rules of NYSE Arca or FINRA, NYSE Arca shall submit an updated list of Common Rules to FINRA for review which shall add NYSE Arca Rules not included in the current list of Common Rules that qualify as Common Rules as defined in this Agreement; delete NYSE Arca 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 NYSE Arca 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 NYSE Arca shall retain full responsibility for unless otherwise addressed by separate agreement or rule the following collectively, the Retained Responsibilities:
a Surveillance, examination, investigation and enforcement with respect to trading activities or practices involving NYSE Arcas own marketplace;
b registration pursuant to its applicable rules of associated persons i.e., registration rules that are not Common Rules;
c discharge of its duties and obligations as a Designated Examining Authority pursuant to Rule 17d1 under the Exchange Act, if applicable; and
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