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Federal Register / Vol. 86, No. 18 / Friday, January 29, 2021 / Notices
d any NYSE Arca Rules that are not Common Rules except for NYSE Arca Rules for any NYSE Arca affiliate that is a member that operates as a facility as defined in Section 3a2 of the Exchange Act, acts as a router for NYSE
Arca and is a member of FINRA
Router Member as provided in paragraph 6. As of the date of this Agreement, Archipelago Securities LLC
is the only Router Member.
3. Dual Members. Prior to the Effective Date, NYSE Arca shall furnish FINRA with a current list of Dual Members, which shall be updated no less frequently than once each quarter.
4. No Charge. There shall be no charge to NYSE Arca by FINRA for performing the Regulatory Responsibilities and Enforcement Responsibilities under this Agreement except as hereinafter provided. FINRA
shall provide NYSE Arca with ninety 90 days advance written notice in the event FINRA decides to impose any charges to NYSE Arca for performing the Regulatory Responsibilities under this Agreement. If FINRA determines to impose a charge, NYSE Arca shall have the right at the time of the imposition of such charge to terminate this Agreement; provided, however, that FINRAs 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 Commission. 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 provisions hereof to the extent necessary to be properly effectuated and the provisions hereof in that respect shall be null and void.
6. Notification of Violations.
a In the event that FINRA becomes aware of apparent violations of any NYSE Arca Rules, which are not listed as Common Rules, discovered pursuant to the performance of the Regulatory Responsibilities assumed hereunder, FINRA shall notify NYSE Arca of those apparent violations for such response as NYSE Arca deems appropriate. With respect to apparent violations of any NYSE Arca Rules by any Router Member, FINRA shall not make referrals to NYSE Arca pursuant to this paragraph 6. Such apparent violations shall be processed by, and enforcement proceedings in respect thereto will be conducted by, FINRA as provided in this agreement.

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b In the event that NYSE Arca becomes aware of apparent violations of any Common Rules, discovered pursuant to the performance of the Retained Responsibilities, NYSE Arca shall notify FINRA of those apparent violations and such matters shall be handled by FINRA as provided in this Agreement.
c Apparent violations of Common Rules shall be processed by, and enforcement proceedings in respect thereto shall be conducted by FINRA as provided hereinbefore; provided, however, that in the event a Dual Member is the subject of an investigation relating to a transaction on the NYSE Arca, NYSE Arca may in its discretion assume concurrent jurisdiction and responsibility.
d 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 NYSE Arca all information obtained by FINRA in the performance by it of the Regulatory Responsibilities hereunder with respect to the Dual Members subject to this Agreement. In particular, and not in limitation of the foregoing, FINRA shall furnish NYSE Arca any information it obtains about Dual Members which reflects adversely on their financial condition. NYSE Arca shall make available to FINRA any information coming to its attention that reflects adversely on the financial condition of Dual Members or indicates possible violations of applicable laws, rules or regulations by such firms.
b The parties agree that documents or information shared shall be held in confidence, and used only for the purposes of carrying out their respective regulatory obligations. Neither party shall assert regulatory or other privileges as against the other with respect to documents or information that is required to be shared pursuant to this Agreement.
c The sharing of documents or information between the parties pursuant to this Agreement shall not be deemed a waiver as against third parties of regulatory or other privileges relating to the discovery of documents or information.
8. Statutory Disqualifications. When FINRA becomes aware of a statutory disqualification as defined in the Exchange Act with respect to a Dual Member, FINRA shall determine pursuant to Sections 15Ag and/or Section 6c of the Exchange Act the acceptability or continued applicability of the person to whom such disqualification applies and keep NYSE

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Arca advised of its actions in this regard for such subsequent proceedings as NYSE Arca may initiate.
9. Customer Complaints. NYSE Arca shall forward to FINRA copies of all customer complaints involving Dual Members received by NYSE Arca relating to FINRAs Regulatory Responsibilities under this Agreement.
It shall be FINRAs responsibility to review and take appropriate action in respect to such complaints.
10. Advertising. FINRA shall assume responsibility to review the advertising of Dual Members subject to the Agreement, provided that such material is filed with FINRA in accordance with FINRAs filing procedures and is accompanied with any applicable filing fees set forth in FINRA Rules.
11. No Restrictions on Regulatory Action. Nothing contained in this Agreement shall restrict or in any way encumber the right of either party to conduct its own independent or concurrent investigation, examination or enforcement proceeding of or against Dual Members, as either party, in its sole discretion, shall deem appropriate or necessary.
12. Termination. This Agreement may be terminated by NYSE Arca or FINRA
at any time upon the approval of the Commission after one 1 years written notice to the other party, except as provided in paragraph 4.
13. Arbitration. In the event of a dispute between the parties as to the operation of this Agreement, NYSE Arca and FINRA hereby agree that any such dispute shall be settled by arbitration in Washington, DC in accordance with the rules of the American Arbitration Association then in effect, or such other procedures as the parties may mutually agree upon. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.
Each party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other party. In the event of a dispute between the parties, the parties shall continue to perform their respective obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with its provisions. Nothing in this Section 13 shall interfere with a partys right to terminate this Agreement as set forth herein.
14. Notification of Members. NYSE
Arca and FINRA shall notify Dual Members of this Agreement after the Effective Date by means of a uniform joint notice.

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