Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Among Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., NYSE Texas, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., MEMX LLC, MIAX PEARL, LLC, Nasdaq Texas LLC, 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, Long-Term Stock Exchange, Inc., 24X National Exchange LLC, Green Impact Exchange, LLC, MX2 LLC, and Texas Stock Exchange LLC Relating to the Surveillance, Investigation, and Enforcement of Insider Trading Rules

SECURITIES AND EXCHANGE COMMISSION [Release No. 34-105358; File No. 4-566] Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation of Regulatory Responsibilities Among Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., NYSE Texas, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., MEMX LLC, MIAX PEARL, LLC, Nasdaq Texas LLC, 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, Long-Term Stock Exchange, Inc., 24X National Exchange LLC, Green Impact Exchange, LLC, MX2 LLC, and Texas Stock Exchange LLC Relating to the Surveillance, Investigation, and Enforcement of Insider Trading Rules May 4, 2026. 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 April 23, 2026, pursuant to Rule 17d-2 of the Act, 2 by Cboe BZX Exchange, Inc. (“BZX”), Cboe BYX Exchange, Inc. (“BYX”), NYSE Texas, Inc. (“NYSE Texas”), Cboe EDGA Exchange, Inc. (“EDGA”), Cboe EDGX Exchange, Inc. (“EDGX”), Financial Industry Regulatory Authority, Inc. (“FINRA”), MEMX LLC (“MEMX”), MIAX PEARL, LLC (“MIAX PEARL”), Nasdaq Texas, LLC (“Nasdaq Texas”), Nasdaq PHLX LLC (“PHLX”), The Nasdaq Stock Market LLC (“Nasdaq”), NYSE National, Inc. (“NYSE National”), New York Stock Exchange LLC (“NYSE”), NYSE American LLC (“NYSE American”), NYSE Arca, Inc. (“NYSE Arca”), Investors Exchange LLC (“IEX”) Long-Term Stock Exchange, Inc. (“LTSE”), 24X National Exchange LLC (“24X”), Green Impact Exchange, LLC (“GIX”), MX2 LLC (“MX2”), and Texas Stock Exchange LLC (“TXSE”) (collectively, “Participating Organizations” or “Parties”). 1  15 U.S.C. 78q(d). 2  17 CFR 240.17d-2. I. Introduction Section 19(g)(1) of the Act, 3 among other things, requires every self-regulatory organization (“SRO”) registered as either a national securities exchange or national securities association to examine for, and enforce compliance by, its members and persons associated with its members with the Act, the rules and regulations thereunder, and the SRO's own rules, unless the SRO is relieved of this responsibility pursuant to Section 17(d)  4 or Section 19(g)(2)  5 of the Act. Without this relief, the statutory obligation of each individual SRO could result in a pattern of multiple examinations of broker-dealers that maintain memberships in more than one SRO (“common members”). Such regulatory duplication would add unnecessary expenses for common members and their SROs. 3  15 U.S.C. 78s(g)(1). 4  15 U.S.C. 78q(d). 5  15 U.S.C. 78s(g)(2). 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. 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). 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. 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). 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 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. 10   See Securities Exchange Act Release No. 12935 (October 28, 1976), 41 FR 49091 (November 8, 1976). II. The Plan On September 12, 2008, the Commission declared effective the Participating Organizations' Plan for allocating regulatory responsibilities pursuant to Rule 17d-2. 11 The Plan is designed to eliminate regulatory duplication by allocating regulatory responsibility over Common FINRA Members  12 (collectively “Common Members”) for the surveillance, investigation, and enforcement of common insider trading rules (“Common Rules”). 13 The Plan assigns regulatory responsibility over Common FINRA Members to FINRA for surveillance, investigation, and enforcement of insider trading by broker-dealers, and their associated persons, with respect to Listed Stocks (as defined in the Plan), irrespective of the marketplace(s) maintained by the Participating Organizations on which the relevant trading may occur. 11   See Securities Exchange Act Release No. 58536 (September 12, 2008), 73 FR 54646 (September 22, 2008). See also Securities Exchange Act Release Nos. 58806 (October 17, 2008), 73 FR 63216 (October 23, 2008); 61919 (April 15, 2010), 75 FR 21051 (April 22, 2010); 63103 (October 14, 2010), 75 FR 64755 (October 20, 2010); 63750 (January 21, 2011), 76 FR 4948 (January 27, 2011); 65991 (December 16, 2011), 76 FR 79714 (December 22, 2011); 78473 (August 3, 2016), 81 FR 52722 (August 9, 2016); 84392 (October 10, 2018), 83 FR 52243 (October 16, 2018); 86542 (August 1, 2019), 84 FR 38679 (August 7, 2019); 88948 (May 26, 2020), 85 FR 33239 (June 1, 2020); 89972 (September 23, 2020), 85 FR 61062 (September 29, 2020); 103365 (July 1, 2025), 90 FR 29912 (July 7, 2025); and 103913 (September 9, 2025), 90 FR 44267 (September 12, 2025). 12  Common FINRA Members include members of FINRA and at least one of the Participating Organizations. 13  Common rules are defined as: (i) Federal securities laws and rules promulgated by the Commission pertaining to insider trading, and (ii) the rules of the Participating Organizations that are related to insider trading. See Exhibit A to the Plan. III. Proposed Amendment to the Plan On April 23, 2026, the Parties submitted a proposed amendment to the Plan. The purpose of the proposed amendment is to: (i) add MX2 and TSXE as Participants to the Plan; (ii) to reflect the name change of Nasdaq BX, Inc. to Nasdaq Texas, LLC; (iii) to update the SRO Rules in Exhibit A; and (iv) to update Exhibit C to apply to matters instead of investigations and reviews. The text of the proposed amended 17d-2 plan is as follows (additions are italicized; deletions are [bracketed]): Agreement for the Allocation of Regulatory Responsibility of Surveillance, Investigation and Enforcement for Insider Trading Pursuant to § 17(d) of the Securities Exchange Act of 1934, 15 U.S.C. 78q(d), and Rule 17d-2 Thereunder This agreement (the “Agreement”) by and among Cboe BZX Exchange, Inc. (“BZX”), Cboe BYX Exchange, Inc. (“BYX”), NYSE Texas, Inc. (“NYSE Texas”), Cboe EDGA Exchange, Inc. (“EDGA”), Cboe EDGX Exchange, Inc. (“EDGX”), Financial Industry Regulatory Authority, Inc. (“FINRA”), MEMX LLC (“MEMX”), MIAX PEARL, LLC (“MIAX PEARL”), 1 Nasdaq [BX, Inc.] Texas, LLC (“[BX] Nasdaq Texas ”), Nasdaq PHLX LLC (“PHLX”), The Nasdaq Stock Market LLC (“Nasdaq”), NYSE National, Inc. (“NYSE National”), New York Stock Exchange LLC (“NYSE”), NYSE American LLC (“NYSE American”), NYSE Arca, Inc. (“NYSE Arca”), Investors' Exchange LLC (“IEX”), Long-Term Stock Exchange, Inc. (“LTSE”), 24X National Exchange LLC (“24X”) [and], Green Impact Exchange, LLC (“GIX”), MX2 LLC (“MX2”) and Texas Stock Exchange LLC (“TXSE”) (each a “Participating Organization” and together, the “Participating Organizations”), is made pursuant to § 17(d) of the Securities Exchange Act of 1934 (the “Act”), 15 U.S.C. 78q(d), and Securities and Exchange Commission (“SEC”) Rule 17d-2, which allow for plans to allocate regulatory responsibility among self-regulatory organizations (“SROs”). Upon approval by the SEC, this Agreement shall amend and restate the agreement among the Participating Organizations approved by the SEC on [July 1, 2025] September 9, 2025. 1  MIAX PEARL's allocation of certain regulatory responsibilities to FINRA under this Agreement is limited to the activities of MIAX PEARL Equities, a facility of MIAX PEARL. Whereas , the Participating Organizations desire to: (a) foster cooperation and coordination among the SROs; (b) remove impediments to, and foster the development of, a national market system; (c) strive to protect the interest of investors; and (d) eliminate duplication in their regulatory surveillance, investigation and enforcement of insider trading; Whereas , the Participating Organizations are interested in allocating to FINRA regulatory responsibility for Common FINRA Members (as defined below) for surveillance, investigation and enforcement of Insider Trading (as defined below) in NMS Stocks (as defined below) irrespective of the marketplace(s) maintained by the Participating Organizations on which the relevant trading may occur in violation of Common Insider Trading Rules (as defined below); Whereas , the Participating Organizations will request regulatory allocation of these regulatory responsibilities by executing and filing with the SEC a plan for the above stated purposes (this Agreement, also known herein as the “Plan”) pursuant to the provisions of § 17(d) of the Act, and SEC Rule 17d-2 thereunder, as described below; and Whereas , the Participating Organizations will also enter into a Regulatory Services Agreement (the “Insider Trading RSA”), of even date herewith, to provide for the investigation and enforcement of suspected Insider Trading against broker-dealers, and their associated persons, that are not Common FINRA Members in the case of Insider Trading in NMS Stocks. Now, therefore , in consideration of the mutual covenants contained hereafter, and other valuable consideration to be mutually exchanged, the Participating Organizations hereby agree as follows: 1. Definitions. Unless otherwise defined in this Agreement, or the context otherwise requires, the terms used in this Agreement will have the same meaning they have under the Act, and the rules and regulations thereunder. As used in this Agreement, the following terms will have the following meanings: a. “Rule” of an “exchange” or an “association” shall have the meaning defined in Section 3(a)(27) of the Act. b. “Common FINRA Members” shall mean members of FINRA and at least one of the Participating Organizations. c. “Common Insider Trading Rules” shall mean (i) the federal securities laws and rules thereunder promulgated by the SEC pertaining to insider trading, and (ii) the rules of the Participating Organizations that are related to insider trading, as provided on Exhibit A to this Agreement. d. “Effective Date” shall have the meaning set forth in paragraph 27. e. “Insider Trading” shall mean any conduct or action taken by a natural person or entity related in any way to the trading of securities by an insider or a related party based on or on the basis of material non-public information obtained during the performance of the insider's duties at the corporation, or otherwise misappropriated, that could be deemed a violation of the Common Insider Trading Rules. f. “Intellectual Property” will mean any: (1) processes, methodologies, procedures, or technology, whether or not patentable; (2) trademarks, copyrights, literary works or other works of authorship, service marks and trade secrets; or (3) software, systems, machine-readable texts and files and related documentation. g. “Plan” shall mean this Agreement, which is submitted as a Plan for the allocation of regulatory responsibilities of surveillance, investigation and enforcement for insider trading pursuant to § 17(d) of the Act, 15 U.S.C. 78q(d), and SEC Rule 17d-2. h. “NMS Stock(s)” shall have the meaning set forth in Rule 600(b)(47) of SEC Regulation NMS. i. “Listing Market” shall mean an exchange that lists NMS Stocks. 2. Assumption of Regulatory Responsibilities. On the Effective Date of the Plan, FINRA will assume regulatory responsibilities for surveillance, investigation and enforcement of Insider Trading by broker-dealers, and their associated persons, for Common FINRA Members with respect to NMS Stocks, irrespective of the marketplace(s) maintained by the Participant Organizations on which the relevant trading may occur in violation of the Common Insider Trading Rules (“Regulatory Responsibilities”). 3. Certification of Insider Trading Rules. a. Initial Certification. By signing this Agreement, the Participating Organizations, other than FINRA, hereby certify to FINRA that their respective lists of Common Insider Trading Rules contained in Exhibit A hereto are correct, and FINRA hereby confirms that such rules are Common Insider Trading Rules as defined in this Agreement. b. Yearly Certification. Each year following the commencement of operation of this Agreement, or more frequently if required by changes in the rules of the Participating Organizations, each Participating Organization shall submit a certified and updated list of Common Insider Trading Rules to FINRA for review, which shall (i) add Participating Organization rules not included in the then-current list of Common Insider Trading Rules that qualify as Common Insider Trading Rules as defined in this Agreement; (ii) delete Participating Organization rules included in the current list of Common Insider Trading Rules that no longer qualify as Common Insider Trading Rules as defined in this Agreement; and (iii) confirm that the remaining rules on the current list of Common Insider Trading Rules continue to be Participating Organization rules that qualify as Common Insider Trading Rules as defined in this Agreement. FINRA shall review each Participating Organization's annual certification and confirm whether FINRA agrees with the submitted certified and updated list of Common Insider Trading Rules by each of the Participating Organizations. 4. No Retention of Regulatory Responsibility. The Participating Organizations do not contemplate the retention of any responsibilities with respect to the regulatory activities being assumed by FINRA under the terms of this Agreement. 5. Fees. FINRA shall charge Participating Organizations for performing the Regulatory Responsibilities, as set forth in the Schedule of Fees, attached as Exhibit B. 6. 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. 7. Exchange Committee; Reports. a. Exchange Committee. The Participating Organizations shall form a committee (the “Exchange Committee”), which shall act on behalf of all of Participating Organizations in receiving copies of the reports described below and in reviewing issues that arise under this Agreement. Each Participating Organization shall appoint a representative to the Exchange Committee. The Exchange Committee representatives shall report to their respective executive management bodies regarding status or issues under this Agreement. The Participating Organizations agree that the Exchange Committee will meet regularly up to four (4) times a year, with no more than one meeting per calendar quarter. At these meetings, the Exchange Committee will discuss the conduct of the Regulatory Responsibilities and identify issues or concerns with respect to this Agreement, including matters related to the calculation of the cost formula and accuracy of fees charged and provision of information related to the same. The SEC shall be permitted to attend the meetings as an observer. b. Reports. FINRA shall provide the reports set forth in Exhibit C hereto and any additional reports related to this Agreement reasonably requested by a majority vote of all representatives to the Exchange Committee at each Exchange Committee meeting, or more often as the Participating Organizations deem appropriate, but no more often than once every quarterly billing period. 8. Customer Complaints. If a Participating Organization receives a copy of a customer complaint relating to Insider Trading or other activity or conduct that is within FINRA's Regulatory Responsibilities as set forth in this Agreement, the Participating Organization shall promptly forward to FINRA, as applicable, a copy of such customer complaint. 9. Parties to Make Personnel Available as Witnesses. Each Participating Organization shall make its personnel available to FINRA to serve as testimonial or non-testimonial witnesses as necessary to assist FINRA in fulfilling the Regulatory Responsibilities allocated under this Agreement. FINRA shall provide reasonable advance notice when practicable and shall work with a Participating Organization to accommodate reasonable scheduling conflicts within the context and demands as the entity with ultimate regulatory responsibility. The Participating Organization shall pay all reasonable travel and other expenses incurred by its employees to the extent that FINRA requires such employees to serve as witnesses, and provide information or other assistance pursuant to this Agreement. 10. Market Data; Sharing of Work-Papers, Data and Related Information. a. Market Data. FINRA shall obtain raw market data necessary to the performance of regulation under this Agreement from (a) the Consolidated Tape Association (“CTA”) and (b) the NASDAQ Unlisted Trading Privileges Plan. b. Sharing. A Participating Organization shall make available to FINRA information necessary to assist FINRA in fulfilling the Regulatory Responsibilities assumed under the terms of this Agreement. Such information shall include any information collected by a Participating Organization in the course of performing its regulatory obligations under the Act, including information relating to an on-going disciplinary investigation or action against a member, the amount of a fine imposed on a member, financial information, or information regarding proprietary trading systems gained in the course of examining a member (“Regulatory Information”). This Regulatory Information shall be used by FINRA solely for the purposes of fulfilling its Regulatory Responsibilities. c. No Waiver of Privilege. 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. d. Intellectual Property. (i) Existing Intellectual Property. FINRA is and will remain the owner of all right, title and interest in and to the proprietary Intellectual Property it employs in the provision of regulation hereunder (including the SONAR system), and any derivative works thereof. To the extent certain elements of FINRA's systems, or portions thereof, may be licensed or leased from third parties, all such third party elements shall remain the property of such third parties, as applicable. Likewise, any other Participating Organization is and will remain the owner of all right, title and interest in and to its own existing proprietary Intellectual Property. (ii) Enhancements to Existing Intellectual Property or New Developments. In the event FINRA (a) makes any changes, modifications or enhancements to its Intellectual Property for any reason, or (b) creates any newly developed Intellectual Property for any reason, including as a result of requested enhancements or new development by the Exchange Committee (collectively, the “New IP”), the Participating Organizations acknowledge and agree that FINRA shall be deemed the owner of the New IP created by it (and any derivative works thereof), and shall retain all right, title and interest therein and thereto, and each other Participating Organization hereby irrevocably assigns, transfers and conveys to FINRA without further consideration all of its right, title and interest in or to all such New IP (and any derivative works thereof). (iii) Fees for New IP. FINRA will not charge the Participating Organizations any fees for any New IP created and used by FINRA; provided, however, that FINRA will be permitted to charge fees for software maintenance work performed on systems used in the discharge of its duties hereunder. 11. Special or Cause Examinations. Nothing in this Agreement shall restrict or in any way encumber the right of a party to conduct special or cause examinations of Common FINRA Members as any party, in its sole discretion, shall deem appropriate or necessary. 12. Dispute Resolution Under this Agreement. a. Negotiation. The parties to this Agreement will attempt to resolve any disputes through good faith negotiation and discussion, escalating such discussion up through the appropriate management levels until reaching the executive management level. In the event a dispute cannot be settled through these means, the parties shall refer the dispute to binding arbitration. b. Binding Arbitration. All claims, disputes, controversies, and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof that cannot be resolved by the parties will be resolved through binding arbitration. Unless otherwise agreed by the parties, a dispute submitted to binding arbitration pursuant to this paragraph shall be resolved using the following procedures: (i) The arbitration shall be conducted in the city of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; and (ii) There shall be three arbitrators, and the chairperson of the arbitration panel shall be an attorney. 13. Limitation of Liability. As between the Participating Organizations, no Participating Organization, including its respective directors, governors, officers, employees and agents, will be liable to any other Participating Organization, or its directors, governors, officers, employees and agents, for any liability, loss or damage resulting from any delays, inaccuracies, errors or omissions with respect to its performing or failing to perform regulatory responsibilities, obligations, or functions, except (a) as otherwise provided for under the Act, (b) in instances of a Participating Organization's gross negligence, willful misconduct or reckless disregard with respect to another Participating Organization, (c) in instances of a breach of confidentiality obligations owed to another Participating Organization, or (d) in the case of any Participating Organization paying fees hereunder, for any payments due. The Participating Organizations understand and agree that the Regulatory Responsibilities are being performed on a good faith and best effort basis and no warranties, express or implied, are made by any Participating Organization to any other Participating Organization with respect to any of the responsibilities to be performed hereunder. This paragraph is not intended to create liability of any Participating Organization to any third party. 14. SEC Approval. a. The parties agree to file promptly this Agreement with the SEC for its review and approval. FINRA shall file this Agreement on behalf, and with the explicit consent, of all Participating Organizations. b. If approved by the SEC, the Participating Organizations will notify their members of the general terms of this Agreement and of its impact on their members. 15. Subsequent Parties; Limited Relationship. This Agreement shall inure to the benefit of and shall be binding upon the Participating Organizations hereto and their respective legal representatives, successors, and assigns. Nothing in this Agreement, expressed or implied, is intended or shall: (a) confer on any person other than the Participating Organizations hereto, or their respective legal representatives, successors, and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, (b) constitute the Participating Organizations hereto partners or participants in a joint venture, or (c) appoint one Participating Organization the agent of the other. 16. Assignment. No Participating Organization may assign this Agreement without the prior written consent of all the other Participating Organizations, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any Participating Organization may assign this Agreement to a corporation controlling, controlled by or under common control with the Participating Organization without the prior written consent of any other party. 17. 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. 18. Termination. a. Any Participating Organization may cancel its participation in this Agreement at any time, provided that it has given 180 days written notice to the other Participating Organizations (or in the case of a change of control in ownership of a Participating Organization, such other notice time period as that Participating Organization may choose), and provided that such termination has been approved by the SEC. The cancellation of its participation in this Agreement by any Participating Organization shall not terminate this Agreement as to the remaining Participating Organizations. b. The Regulatory Responsibilities assumed under this Agreement by FINRA may be terminated by FINRA against any Participating Organization as follows. The Participating Organization will have thirty (30) days from receipt to satisfy the invoice. If the Participating Organization fails to satisfy the invoice within thirty (30) days of receipt (“Default”), FINRA will notify the Participating Organization of the Default. The Participating Organization will have thirty (30) days from receipt of the Default notice to satisfy the invoice. c. FINRA will have the right to terminate the Regulatory Responsibilities assumed under this Agreement if a Participating Organization has Defaulted in its obligation to pay the invoice on more than three (3) occasions in any rolling twenty-four (24) month period. 19. Intermarket Surveillance Group (“ISG”). In order to participate in this Agreement, all Participating Organizations to this Agreement must be members of the ISG. 20. General. The Participating Organizations agree to perform all acts and execute all supplementary instruments or documents that may be reasonably necessary or desirable to carry out the provisions of this Agreement. 21. Liaison and Notices. All questions regarding the implementation of this Agreement shall be directed to the persons identified below, as applicable. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon (i) actual receipt by the notified party or (ii) constructive receipt (as of the date marked on the return receipt) if sent by certified or registered mail, return receipt requested, to the following addresses: For Cboe BZX Exchange, Inc.: Greg Hoogasian, Chief Regulatory Officer, Cboe BZX Exchange, Inc., 433 W Van Buren Street, Chicago, IL 60607, Telephone: (312) 786-7844, Facsimil[i]e: (312) 786-7982, Email: ghoogasian@cboe.com . For Cboe BYX Exchange, Inc.: Greg Hoogasian, Chief Regulatory Officer, Cboe BYX Exchange, Inc., 433 W Van Buren Street, Chicago, IL 60607, Telephone: (312) 786-7844, Facsimil[i]e: (312) 786-7982, Email: ghoogasian@cboe.com . For NYSE Texas, Inc.: Tony Frouge, Chief Regulatory Officer, NYSE Group, Inc., 11 Wall Street, New York, NY 10005, Telephone: (212) 656-[8297] 2133, [Facsimile: (212) 656-2027], Email: Tony.Frouge@[theice]nyse.com . For Cboe EDGA Exchange, Inc.: Greg Hoogasian, Chief Regulatory Officer, Cboe EDGA Exchange, Inc., 433 W Van Buren Street, Chicago, IL 60607, Telephone: (312) 786-7844, Facsimil[i]e: (312) 786-7982, Email: ghoogasian@cboe.com . For Cboe EDGX Exchange, Inc.: Greg Hoogasian, Chief Regulatory Officer, Cboe EDGX Exchange, Inc., 433 W Van Buren Street, Chicago, IL 60607, Telephone: (312) 786-7844, Facsimil[i]e: (312) 786-7982, Email: ghoogasian@cboe.com . For Financial Industry Regulatory Authority, Inc.: Sam Draddy, Senior Vice President, Surveillance and Market Intelligence, FINRA, 1700 K Street NW, Washington, DC 20006, Telephone: (240) 386-5042, Facsimile: (301) 407-4635, Email: Sam.Draddy@finra.org . For MEMX LLC: Adam Schwartz, Chief Regulatory Officer, MEMX LLC, 111 Town Square Place, Suite 520, Jersey City, NJ 07310, Telephone: (571) 751-2715, Facsimil[i]e: (201) 331-7904, Email: aschwartz@memx.com . For MIAX PEARL, LLC: Edward Deitzel, Chief Regulatory Officer, Miami International Securities Exchange, LLC, 7 Roszel Road, Suite 1A, Princeton, NJ 08540, Telephone: (609) 897-1466, Facsimile:, Email: edeitzel@miaxglobal.com . For Nasdaq [BX, Inc.] Texas, LLC: David Strandberg, Vice President, The Nasdaq Stock Market LLC, 805 King Farm Boulevard, Rockville, MD 20850, Telephone: (202) 367-6672, Email: David.Strandberg@nasdaq.com . For Nasdaq PHLX LLC: Joseph P. Cusick, Chief Regulatory Officer, Nasdaq PHLX LLC, FMC Tower, Level 8, 2929 Walnut Street, Philadelphia, PA 19104, Telephone: (215) 496-1576, Facsimile: (215) 496-5104, Email: joseph.cusick@nasdaq.com . For The Nasdaq Stock Market LLC: David Strandberg, Vice President, The Nasdaq Stock Market LLC, 805 King Farm Boulevard, Rockville, MD 20850, Telephone: (202) 367-6672, Email: David.Strandberg@nasdaq.com . For NYSE National, Inc.: Tony Frouge, Chief Regulatory Officer, NYSE National, Inc., 11 Wall Street New York, NY 10005 Telephone: (212) 656-[8927] 2133, [Facsimile: (212) 656-2027], Email: Tony.Frouge @[theice]nyse.com. For New York Stock Exchange LLC: Tony Frouge, Chief Regulatory Officer, NYSE, 11 Wall Street, New York, NY 10005, Telephone: (212) 656-[8927] 2133, [Facsimile: (212) 656-2027], Email: Tony.Frouge@[theice]nyse.com. For NYSE American LLC: Tony Frouge, Chief Regulatory Officer, NYSE American, 11 Wall Street, New York, NY 10005, Telephone: (212) 656-[8927] 2133, [Facsimile: (212) 656-2027], Email: Tony.Frouge@[theice]nyse.com. For NYSE Arca, Inc.: Tony Frouge, Chief Regulatory Officer, NYSE Arca, 11 Wall Street, New York, NY 10005, Telephone: (212) 656-[8927] 2133, [Facsimile: (212) 656-2027], Email: Tony.Frouge@[theice]nyse. com. For Investors' Exchange LLC.: Claudia Crowley, Chief Regulatory Officer, IEX, 3 World Trade Center, 175 Greenwich Street, 58th Floor, New York, NY 10007, Telephone: (646) 343-2041, Facsimile: (646) 365-6862, Email: Claudia.crowley@iextrading.com. For Long-Term Stock Exchange, Inc.: Jill Ostergaard, Chief Regulatory Officer, LTSE, 100 Greenwich St, Suite 11A, New York, NY 10006, Telephone: (202) 580-5752, Email: Jill@longtermstockexchange.com. For 24X National Exchange LLC: Jeremy Sanchez, Chief Regulatory Officer, 24X National Exchange LLC, 1 Landmark Square, Stamford, Connecticut 06902, Telephone: (516) 749-5795, Email: Jeremy.sanchez@24exchange.com. For Green Impact Exchange, LLC: James G. Buckley, Chief Regulatory Officer, GIX, 250 Park Avenue, Suite 7107, New York, NY 10017, Telephone: (332) 295-0232, Email: jbuckley@tradegix.com. For MX2 LLC: Adam Schwartz, Chief Regulatory Officer, MX2 LLC, 111 Town Square Place, Suite 520, Jersey City, NJ 07310, Telephone: (571) 751-2715, Facsimile: (201) 331-7904, Email: aschwartz@memx.com. For Texas Stock Exchange LLC: Jeffrey Brown, Chief Legal Officer, General Counsel and Corporate Secretary, Texas Stock Exchange LLC, 4550 Travis Street, Suite 650, Dallas, TX 75205, Telephone: (214) 612-0261, Email: jeff.brown@txse.com. 22. Confidentiality. 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 under this Agreement. No party shall assert regulatory or other privileges as against the other with respect to Regulatory Information that is required to be shared pursuant to this Agreement, as defined by paragraph 10, above. 23. Regulatory Responsibility. Pursuant to Section 17(d)(1)(A) of the Act, and Rule 17d-2 thereunder, the Participating Organizations jointly and severally request the SEC, upon its approval of this Agreement, to relieve the Participating Organizations, jointly and severally, of any and all responsibilities with respect to the matters allocated to FINRA pursuant to this Agreement for purposes of §§ 17(d) and 19(g) of the Act. 24. Governing Law. This Agreement shall be deemed to have been made in the State of New York, and shall be construed and enforced in accordance with the law of the State of New York, without reference to principles of conflicts of laws thereof. Each of the parties hereby consents to submit to the jurisdiction of the courts of the State of New York in connection with any action or proceeding relating to this Agreement. 25. Survival of Provisions. Provisions intended by their terms or context to survive and continue notwithstanding delivery of the regulatory services by FINRA, the payment of the Fees by the Participating Organizations, and any expiration of this Agreement shall survive and continue. 26. Amendment. a. This Agreement may be amended to add a new Participating Organization, provided that such Participating Organization does not assume regulatory responsibility, solely by an amendment executed by FINRA and such new Participating Organization. All other Participating Organizations expressly consent to allow FINRA to add new Participating Organizations to this Agreement as provided above. FINRA will promptly notify all Participating Organizations of any such amendments to add a new Participating Organization. b. All other amendments must be approved by each Participating Organization. All amendments, including adding a new Participating Organization, must be filed with and approved by the SEC before they become effective. 27. Effective Date. The Effective Date of this Agreement will be the date the SEC declares this Agreement to be effective pursuant to authority conferred by § 17(d) of the Act, and SEC Rule 17d-2 thereunder. 28. Counterparts. This Agreement may be executed in any number of counterparts, including facsimile, each of which will be deemed an original, but all of which taken together shall constitute one single agreement between the parties. In witness whereof , the parties hereto have each caused this Agreement for the Allocation of Regulatory Responsibility of Surveillance, Investigation and Enforcement for Insider Trading to be signed and delivered by its duly authorized representative. Exhibit A: Common Insider Trading Rules 1. Securities Exchange Act of 1934 Section 10(b), and rules and regulations promulgated there under in connection with insider trading, including SEC Rule 10b-5 (as it pertains to insider trading), which states that: Rule 10b-5—Employment of Manipulative and Deceptive Devices It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, a. To employ any device, scheme, or artifice to defraud, b. To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or c. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 2. Securities Exchange Act of 1934 Section 17(a), and rules and regulations promulgated there under in connection with insider trading, including SEC Rule 17a-3 (as it pertains to insider trading). 3. Securities Exchange Act of 1934 Rule 14e-3—Transactions in securities on the basis of material, nonpublic information in the context of tender offers. 4. Securities Exchange Act of 1934 Section 15(g) in connection with insider trading and protection of material, nonpublic information. 5. The following SRO Rules as they pertain to violations of insider trading: FINRA Rule 2010 (Standards of Commercial Honor and Principles of Trade) FINRA Rule 2020 (Use of Manipulative, Deceptive or Other Fraudulent Devices) FINRA Rule 3110 (Supervision) FINRA Rule 4511 (General Requirements) FINRA Rule 4512 (Customer Account Information) MEMX Rule 3.1 (Business Conduct of Members) MEMX Rule 3.2 (Violations Prohibited) MEMX Rule 3.3 (Use of Fraudulent Devices) MEMX Rule 4.1 (Requirements) MEMX Rule 5.1 (Written Procedures) MEMX Rule 5.3 (Records) MEMX Rule 5.5 (Prevention of Misuse of Material, Nonpublic Information) MEMX Rule 12.4 (Manipulative Transactions) MIAX PEARL Equities Rule 2100 (Business Conduct of Members) MIAX PEARL Equities Rule 2101 (Violations Prohibited) MIAX PEARL Equities Rule 2102 (Use of Fraudulent Devices) MIAX PEARL Equities Rule 2200 (General Requirements) MIAX PEARL Equities Rule 2201 (Customer Account Information) MIAX PEARL Equities Rule 2300 (Supervision) MIAX PEARL Equities Rule 2303 (Prevention of Misuse of Material, Non-Public Information) MIAX PEARL Equities Rule 2703 (Manipulative Transactions) NYSE Rule 440 (Books and Records) NYSE Rule 98(c)(2)-(3) (Operation of a DMM Unit) NYSE Rule 2010 (Standards of Commercial Honor and Principles of Trade) NYSE Rule 2020 (Use of Manipulative, Deceptive or Other Fraudulent Devices) NYSE Rule 3110 (Supervision) NYSE American General and Floor Rule 3(j) (General Prohibitions and Duty to Report) NYSE American Rule 2.24E (ETP Books and Records) NYSE American Rule 6.3E (Prevention of the Misuse of Material, Nonpublic Information) NYSE American Rule 2010 (Equities. Standards of Commercial Honor and Principles of Trade) NYSE American Rule 2020 (Equities. Use of Manipulative, Deceptive or Other Fraudulent Devices) NYSE American Rule 3110 (Equities. Supervision) Nasdaq Rule General 9, Section 1(a) (Standards of Commercial Honor and Principles of Trade) Nasdaq Rule General 9, Section 1(g) (Use of Manipulative, Deceptive or Other Fraudulent Devices) Nasdaq Rule General 9, Section 20 (Supervision) Nasdaq Rule General 9, Section 43 (General Requirements Nasdaq Rule General 9, Section 45 (Customer Account Information) NYSE Texas Article 8, Rule 3 (Fraudulent Acts) NYSE Texas Article 9, Rule 2 (Just & Equitable Trade Principles) NYSE Texas Article 9, Rule 12 (Manipulative Operations) NYSE Texas Article 11, Rule 2 (Maintenance of Books and Records) NYSE Texas Rule 11.30 (Prevention of the Misuse of Material, Nonpublic Information) NYSE Texas Rule 11.3110 (Supervision) PHLX Rule General 9, Section 1(c)(1) Conduct Inconsistent with Just and Equitable Principles of Trade PHLX Rule General 9, Section 20 (Supervision) PHLX Rule General 9, Section 21 (Supervisory Procedures Relating to ITSFEA and to Prevention of Misuse or Material Nonpublic Information) PHLX Rule General 9, Section 1(b) (Manipulative Operations) NYSE Arca Rule 2.28 (Books and Records) NYSE Arca Rule 5.1-E(a)(2)( i v)(D) (General Provisions and Unlisted Trading Privileges) NYSE Arca Rule 11.1 (b) (Adherence to Law and Good Business Practice) NYSE Arca Rule 11.2(b) (Prohibited Acts (J&E)) NYSE Arca Rule 11.3 (Prevention of the Misuse of Material, Nonpublic Information) NYSE Arca Rule 11.18 (Supervision) NYSE Arca Rule 9.1-E(c) (Office Supervision) NYSE Arca Rule 9.2-E(b) (Account Supervision) NYSE Arca Rule 9.2-E(c) (Customer Records) NYSE Arca Rule 9.2010-E (Standards of Commercial Honor and Principles of Trade) NYSE Arca Rule 9.2020-E (Use of Manipulative, Deceptive or Other Fraudulent Devices) NYSE National Rule 5.1(a)(2)(D)(iv) (Unlisted Trading Privileges) NYSE National Rule 11.3.1 (Business Conduct of ETP Holders) NYSE National Rule 11.3.2 (Violations Prohibited) NYSE National Rule 11.3.3 (Use of Fraudulent Devices) NYSE National Rule 11.4.1 (Requirements) NYSE National Rule 11.5.1 (Written Procedures) NYSE National Rule 11.5.3 (Records) NYSE National Rule 11.5.5 (Prevention of the Misuse of Material, Nonpublic Information) NYSE National Rule 11.12.4 (Manipulative Transactions) Nasdaq Texas [BX] Rule General 9, Section 1(a) (Standards of Commercial Honor and Principles of Trade) Nasdaq Texas [BX] Rule General 9, Section 1(h) (Use of Manipulative, Deceptive or Other Fraudulent Devices) Nasdaq Texas [BX] Rule General 9, Section 20 (Supervision) Nasdaq Texas [BX] Rule General 9, Section 30(a) (Books and Records) BZX Rule 3.1 (Business Conduct of Members) BZX Rule 3.2 (Violations Prohibited) BZX Rule 3.3 (Use of Fraudulent Devices) BZX Rule 4.1 (Requirements) BZX Rule 5.1 (Written Procedures) BZX Rule 5.3 (Records) BZX Rule 5.5 (Prevention of the Misuse of Material, Non-Public Information) BZX Rule 12.4 (Manipulative Transactions) BYX Rule 3.1 (Business Conduct of Members) BYX Rule 3.2 (Violations Prohibited) BYX Rule 3.3 (Use of Fraudulent Devices) BYX Rule 4.1 (Requirements) BYX Rule 5.1 (Written Procedures) BYX Rule 5.3 (Records) BYX Rule 5.5 (Prevention of the Misuse of Material, Non-Public Information) BYX Rule 12.4 (Manipulative Transactions) EDGA Rule 3.1 (Business Conduct of Members) EDGA Rule 3.2 (Violations Prohibited) EDGA Rule 3.3 (Use of Fraudulent Devices) EDGA Rule 4.1 (Requirements) EDGA Rule 5.1 (Written Procedures) EDGA Rule 5.3 (Records) EDGA Rule 5.5 (Prevention of the Misuse of Material, Nonpublic Information) EDGA Rule 12.4 (Manipulative Transactions) EDGX Rule 3.1 (Business Conduct of Members) EDGX Rule 3.2 (Violations Prohibited) EDGX Rule 3.3 (Use of Fraudulent Devices) EDGX Rule 4.1 (Requirements) EDGX Rule 5.1 (Written Procedures) EDGX Rule 5.3 (Records) EDGX Rule 5.5 (Prevention of the Misuse of Material, Nonpublic Information) EDGX Rule 12.4 (Manipulative Transactions) IEX Rule 3.110 (Business Conduct of Members) IEX Rule 3.120 (Violations Prohibited) IEX Rule 3.130 (Use of Fraudulent Devices) IEX Rule 4.511 (General Requirements) IEX Rule 4.512 (Customer Account Information) IEX Rule 5.110 (Supervision) IEX Rule 5.150 (Prevention of the Misuse of Material, Non-Public Information) IEX Rule 10.140 (Manipulative Transactions) LTSE Rule 3.110 (Business Conduct of Members) LTSE Rule 3.120 (Violations Prohibited) LTSE Rule 3.130 (Use of Fraudulent Devices) LTSE Rule 4.511 (General Requirements) LTSE Rule 4.512 (Customer Account Information) LTSE Rule 5.110 (Supervision) LTSE Rule 5.150 (Prevention of the Misuse of Material, Non-Public Information) LTSE Rule 10.140 (Manipulative Transactions) 24X Rule 3.1 (Business Conduct of Members) 24X Rule 3.2 (Violations Prohibited) 24X Rule 3.3 (Use of Fraudulent Devices) 24X Rule 4.1 (Requirements) 24X Rule 5.1 (Written Procedures) 24X Rule 5.3 (Records) 24X Rule 5.5 (Prevention of Misuse of Material, Nonpublic Information) 24X Rule 12.4 (Manipulative Transactions) GIX Rule 3.110 (Business Conduct of Members) GIX Rule 3.120 (Violations Prohibited) GIX Rule 3.130 (Use of Fraudulent Devices) GIX Rule 4.511 (General Requirements) GIX Rule 4.512 (Customer Account Information) GIX Rule 5.110 (Supervision) GIX Rule 5.150 (Prevention of the Misuse of Material, Nonpublic Information) GIX Rule 10.140 (Manipulative Transactions) MX2 Rule 3.1 (Business Conduct of Members) MX2 Rule 3.2 (Violations Prohibited) MX2 Rule 3.3 (Use of Fraudulent Devices) MX2 Rule 4.1 (Requirements) MX2 Rule 5.1 (Written Procedures) MX2 Rule 5.3 (Records) MX2 Rule 5.5 (Prevention of Misuse of Material, Nonpublic Information) MX2 Rule 12.4 (Manipulative Transactions) TXSE Rule 3.001 (Business Conduct of Members) TXSE Rule 3.002 (Violations Prohibited) TXSE Rule 3.003 (Use of Fraudulent Devices) TXSE Rule 4.001 (Requirements) TXSE Rule 5.001 (Written Procedures) TXSE Rule 5.003 (Records) TXSE Rule 5.005 (Prevention of Misuse of Material, Nonpublic Information) TXSE Rule 12.004 (Manipulative Transactions) Exhibit B: Fee Schedule 1. Fees. FINRA shall charge each Participating Organization a Quarterly Fee in arrears for the performance of FINRA's Regulatory Responsibilities under the Plan (each, a “Quarterly Fee,” and together, the “Fees”). a. Quarterly Fees. (1) Quarterly Fees for each Participating Organization will be charged by FINRA according to the Participating Organization's “Percentage of Publicly Reported Trades” occurring over three-month billing periods. The “Percentage of Publicly Reported Trades” shall equal a Participating Organization's total number of reported NMS Stock trades during the relevant period as specified in paragraph 1b. (the “Numerator”), divided by the total number of all NMS Stock trades for the same period as specified in paragraph 1b.(the “Denominator”). For purposes of clarification, ADF and Trade Reporting Facility (“TRF”) activity will be included in the Denominator. Additionally, with regard to TRFs, TRF trade volume will be charged to FINRA. Consequently, for purposes of calculating the Quarterly Fees, the volume for each Participant Organization's TRF will be calculated separately (that is, TRF volume will be broken out from the Participating Organization's overall Percentage of Publicly Reported Trades) and the fees for such will be billed to FINRA in accordance with paragraph 1a.(2), rather than to the applicable Participating Organization. (2) The Quarterly Fees shall be determined by FINRA in the following manner for each Participating Organization: (a) Less than 1.0%: If the Participating Organization's Percentage of Publicly Reported Trades for the relevant three-month billing period is less than 1.0%, the Quarterly Fee shall be $6,250, per quarter (“Static Fee”); (b) Less than 2.0% but No Less than 1.0%: If the Participating Organization's Percentage of Publicly Reported Trades for the relevant three-month billing period is less than 2.0% but no less than 1.0%, the Quarterly Fee shall be $18,750, per quarter (“Static Fee”); (c) 2.0% or Greater: If the Participating Organization's Percentage of Publicly Reported Trades for the relevant three-month billing period is 2.0% or greater, the Quarterly Fee shall be the amount equal to the Participating Organization's Percentage of Publicly Reported Trades multiplied by FINRA's total charge (“Total Charge”) for its performance of Regulatory Responsibilities for the relevant three-month billing period. (3) Increases in Static Fees. FINRA will re-evaluate the Quarterly Fees on an annual basis during the annual budget process outlined in paragraph 1.c. below. During each annual re-evaluation, FINRA will have the discretion to increase the Static Fees by a percentage no greater than the percentage increase in the Final Budget over the preceding year's Final Budget. Any changes to the Static Fees shall not require an amendment to this Agreement, but rather shall be memorialized through the budget process. (4) Increases in Total Charges. Any change in the Total Charges (whether a Final Budget increase or any mid year change) shall not require an amendment to this Agreement, but rather shall be memorialized through the budget process. b. Source of Data. For purposes of calculation of the Percentage of Publicly Reported