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regulatory responsibility for specifics covered by the
agreement, including:
•
agreements with FINRA covering the enforcement of
common rules, the majority of which relate to the
regulation of our SROs and their members;
•
joint industry agreements with FINRA covering
responsibility for enforcement of insider trading rules;
•
joint industry agreement with FINRA covering
enforcement of rules related to cash equity sales practices
and certain other non-market related rules; and
•
joint industry agreement covering enforcement of rules
related to options sales practices.
Regulation NMS and Options Intermarket Linkage Plan. We
are subject to Regulation NMS for our cash equity markets, and
our options markets have joined the Options Intermarket
Linkage Plan. These are designed to facilitate the routing of
orders among exchanges to create a national market system as
mandated by the Exchange Act. One of the principal purposes
of a national market system is to assure that brokers may execute
investors’ orders at the best market price. Both Regulation NMS
and the Options Intermarket Linkage Plan require that
exchanges avoid trade-throughs, locking or crossing of markets
and provide market participants with electronic access to the
best prices among the markets for the applicable cash equity or
options order.
In addition, Regulation NMS requires that every national
securities exchange on which an NMS stock is traded and every
national securities association act jointly pursuant to one or
more national market system plans to disseminate consolidated
information, including a national best bid and national best
offer, on quotations for transactions in NMS stocks, and that
such plan or plans provide for the dissemination of all
consolidated information for an individual NMS stock through
a single plan processor.
The UTP Plan was filed with and approved by the SEC as a
national market system plan in accordance with the Exchange
Act and Regulation NMS to provide for the collection,
consolidation and dissemination of such information for
Nasdaq-listed securities. The Nasdaq Stock Market serves as
the processor for the UTP Plan pursuant to a contract that was
extended for a five-year term beginning in October 2015. The
Nasdaq Stock Market also serves as the administrator for the
UTP Plan. As the processor, The Nasdaq Stock Market performs
and discharges regulatory functions and responsibilities that are
necessary for the members of the UTP Plan to discharge the
regulatory functions related to the operation of a national market
system that have been delegated to them under the Exchange
Act and Regulation NMS. To fulfill its obligations as the
processor, The Nasdaq Stock Market has designed,
implemented, maintained, and operated a data processing and
communications system, hardware, and software and
communications infrastructure to provide processing for the
UTP Plan. As the administrator, The Nasdaq Stock Market
manages the distribution of market data, the collection of the
resulting market data revenue, and the dissemination of that
revenue to plan members.
Regulation SCI. Effective as of November 2015, Regulation
SCI is a set of rules designed to strengthen the technology
infrastructure of the U.S. securities markets. Regulation SCI
applies to national securities exchanges, operators of certain
ATSs, market data information providers and clearing agencies,
subjecting these entities to extensive new compliance
obligations, with the goals of reducing the occurrence of
technical issues that disrupt the securities markets and
improving recovery time when disruptions occur. We
implemented an inter-disciplinary program to ensure
compliance with Regulation SCI. New Regulation SCI policies
and procedures were created, internal policies and procedures
were updated, and an information technology governance
program was rolled out to ensure compliance.
Regulation of Registered Investment Advisor Subsidiary. Our
subsidiary DWA is an investment advisor registered with the
SEC under the Investment Advisors Act of 1940. In this
capacity, DWA is subject to oversight and inspections by the
SEC. Among other things, registered investment advisors like
DWA must comply with certain disclosure obligations,
advertising and fee restrictions and requirements relating to
client suitability and custody of funds and securities. Registered
investment advisors are also subject to anti-fraud provisions
under both federal and state law.
CFTC Regulation. We also operate NFX, a designated contract
market under the Commodity Exchange Act that is subject to
regulatory oversight by the CFTC, an independent agency with
the mandate to regulate commodity futures and options markets
in the U.S. The National Futures Association provides
regulatory services to NFX pursuant to a regulatory services
agreement.
As a designated contract market, NFX is required to comply on
an ongoing basis with 23 Core Principles set forth in Section 5
(d) of the Commodity Exchange Act and with Part 38 of the
CFTC’s regulations. NFX is also subject to the requirements of
Part 40 of the CFTC’s regulations with respect to the adoption
of new rules or rule amendments and the listing of new products.
NFX is subject to CFTC rule enforcement reviews conducted
by the CFTC’s Division of Market Oversight. Rule enforcement
reviews may examine a designated contract market’s audit trail,
trade practice surveillance, disciplinary and dispute resolution
programs for compliance with the relevant Core Principles.
The Dodd-Frank Wall Street Reform and Consumer Protection
Act also has resulted in increased CFTC regulation of our use
of certain regulated derivatives products, as well as the
operations of some of our subsidiaries outside the U.S. and their
customers.
Canadian Regulation
Regulation of Nasdaq CXC and its three markets in Canada is
performed by the Canadian Securities Administrators, an
umbrella organization of Canada’s provincial and territorial
securities regulators. Operating in Ontario, Nasdaq CXC’s lead
regulator is the Ontario Securities Commission. As an approved
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