68632 Federal Register / Vol. 75, No. 215 / Monday, November 8, 2010 / Notices 

4This estimate is based on the following 

calculation: 3,700 equity issuers + 111 bond issuers 

= 3,811 total issuers. See World Federation of 

Exchanges, Number of Listed Issuers, available at 

http://www.world-exchanges.org/statistics/annual/ 

2009 (providing numbers of equity and fixedincome issuers on Canada’s Toronto Stock 

Exchange in 2009). 

5This estimate of respondents only includes 

foreign issuers. The number of respondents would 

be greater if foreign underwriters or broker-dealers 

draft stickers or supplements to add the required 

disclosure to existing offering documents. 

6The Commission’s estimate concerning the wage 

rate for attorney time is based on salary information 

for the securities industry compiled by the 

Securities Industry and Financial Markets 

Association (‘‘SIFMA’’). The $316 per hour figure for 

an attorney is from SIFMA’s Management & 

Professional Earnings in the Securities Industry 

2009, modified by Commission staff to account for 

an 1,800-hour work-year and multiplied by 5.35 to 

account for bonuses, firm size, employee benefits, 

and overhead. 

1 15 U.S.C. 78q(d). 

2 17 CFR 240.17d–2. 

3CBOE’s allocation of certain regulatory 

responsibilities under this Agreement is limited to 

the activities of the CBOE Stock Exchange, LLC, a 

facility of CBOE. 

U.S. Participants and sold to their 

Canadian retirement accounts without 

being registered under the Securities 

Act. 

Rule 237 requires written offering 

documents for securities offered and 

sold in reliance on the rule to disclose 

prominently that the securities are not 

registered with the Commission and are 

exempt from registration under the U.S. 

securities laws. The burden under the 

rule associated with adding this 

disclosure to written offering documents 

is minimal and is non-recurring. The 

foreign issuer, underwriter, or brokerdealer can redraft an existing prospectus 

or other written offering material to add 

this disclosure statement, or may draft 

a sticker or supplement containing this 

disclosure to be added to existing 

offering materials. In either case, based 

on discussions with representatives of 

the Canadian fund industry, the staff 

estimates that it would take an average 

of 10 minutes per document to draft the 

requisite disclosure statement. 

The Commission understands that 

there are approximately 3,811 Canadian 

issuers other than funds that may rely 

on Rule 237 to make an initial public 

offering of their securities to CanadianU.S. Participants.4 The staff estimates 

that in any given year approximately 38 

(or 1 percent) of those issuers are likely 

to rely on Rule 237 to make a public 

offering of their securities to 

participants, and that each of those 38 

issuers, on average, distributes 3 

different written offering documents 

concerning those securities, for a total of 

114 offering documents. 

The staff therefore estimates that 

during each year that Rule 237 is in 

effect, approximately 38 respondents 5

would be required to make 114 

responses by adding the new disclosure 

statements to approximately 114 written 

offering documents. Thus, the staff 

estimates that the total annual burden 

associated with the rule 237 disclosure 

requirement would be approximately 19 

hours (114 offering documents x 10 

minutes per document). The total 

annual cost of burden hours is estimated 

to be $6,004 (19 hours × $316 per hour 

of attorney time).6

In addition, issuers from foreign 

countries other than Canada could rely 

on Rule 237 to offer securities to 

Canadian-U.S. Participants and sell 

securities to their accounts without 

becoming subject to the registration 

requirements of the Securities Act. 

However, the staff believes that the 

number of issuers from other countries 

that rely on Rule 237, and that therefore 

are required to comply with the offering 

document disclosure requirements, is 

negligible. 

These burden hour estimates are 

based upon the Commission staff’s 

experience and discussions with the 

fund industry. The estimates of average 

burden hours are made solely for the 

purposes of the Paperwork Reduction 

Act. These estimates are not derived 

from a comprehensive or even a 

representative survey or study of the 

costs of Commission rules. 

Compliance with the collection of 

information requirements of the rule is 

mandatory and is necessary to comply 

with the requirements of the rule in 

general. Responses will not be kept 

confidential. An agency may not 

conduct or sponsor, and a person is not 

required to respond to, a collection of 

information unless it displays a 

currently valid control number. 

Background documentation for this 

information collection may be viewed at 

the following link, http:// 

www.reginfo.gov. Please direct general 

comments to the following persons: (i) 

Desk Officer for the Securities and 

Exchange Commission, Office of 

Management and Budget, Room 10102, 

New Executive Office Building, 

Washington, DC 20503 or send an email to Shagufta Ahmed at 

Shagufta_Ahmed@omb.eop.gov; 

Thomas Bayer, Director/CIO, Securities 

and Exchange Commission, C/O Remi 

Pavlik-Simon, 6432 General Green Way, 

Alexandria, VA 22312; or send an email to: PRA_Mailbox@sec.gov. 

Comments must be submitted to OMB 

within 30 days of this notice. 

November 1, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–28180 Filed 11–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63230; File No. 4–618] 

Program for Allocation of Regulatory 

Responsibilities Pursuant to Rule 17d– 

2; Notice of Filing of Proposed Plan for 

the Allocation of Regulatory 

Responsibilities Between BATS 

Exchange, Inc., BATS Y-Exchange, 

Inc., Chicago Board Options 

Exchange, Inc., Chicago Stock 

Exchange, Inc., EDGA Exchange, Inc., 

EDGX Exchange, Inc., Financial 

Industry Regulatory Authority, Inc., 

The NASDAQ Stock Market LLC, 

NASDAQ OMX BX, Inc., NASDAQ OMX 

PHLX LLC, National Stock Exchange, 

Inc., New York Stock Exchange LLC, 

NYSE Amex LLC, and NYSE Arca, Inc. 

Relating to Regulation NMS Rules 

November 2, 2010. 

Pursuant to Section 17(d) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 17d–2 thereunder,2

notice is hereby given that on October 

15, 2010, BATS Exchange, Inc. 

(‘‘BATS’’), BATS Y-Exchange, Inc. 

(‘‘BATS Y’’), Chicago Board Options 

Exchange, Inc. (‘‘CBOE’’) 3, Chicago 

Stock Exchange, Inc. (‘‘CHX’’), EDGA 

Exchange, Inc. (‘‘EDGA’’), EDGX 

Exchange, Inc. (‘‘EDGX’’), Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’), The NASDAQ Stock Market 

LLC (‘‘NASDAQ’’), NASDAQ OMX BX, 

Inc., NASDAQ OMX PHLX LLC 

(‘‘PHLX’’), National Stock Exchange, Inc. 

(‘‘NSX’’), New York Stock Exchange LLC 

(‘‘NYSE’’), NYSE Amex LLC (‘‘NYSE 

Amex’’), and NYSE Arca, Inc. (‘‘NYSE 

Arca’’) (together, the ‘‘Participating 

Organizations’’ or the ‘‘Parties’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) a 

plan for the allocation of regulatory 

responsibilities with respect to certain 

Regulation NMS Rules listed in Exhibit 

A to the Plan (‘‘17d–2 Plan’’ or the 

‘‘Plan’’). The Commission is publishing 

this notice to solicit comments on the 

17d–2 Plan from interested persons. 


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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. 

6 15 U.S.C. 78q(d)(1). 

7See 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). 

8 17 CFR 240.17d–1 and 17 CFR 240.17d–2, 

respectively. 

9See Securities Exchange Act Release No. 12352 

(April 20, 1976), 41 FR 18808 (May 7, 1976). 

10See Securities Exchange Act Release No. 12935 

(October 28, 1976), 41 FR 49091 (November 8, 

1976). 

11See Securities Exchange Act Release No. 58350 

(August 13, 2008), 73 FR 48247 (August 18, 2008) 

(File No. 4–566) (notice of filing of proposed plan). 

See also Securities Exchange Act Release No. 58536 

(September 12, 2008) (File No. 4–566) (order 

approving and declaring effective the plan). The 

Certification identifies several Common Rules that 

may also be addressed in the context of regulating 

insider trading activities pursuant to the proposed 

separate multiparty agreement. 

12See paragraph 1 of the proposed 17d–2 Plan. 

13CBOE’s allocation of certain regulatory 

responsibilities under this Agreement is limited to 

the activities of the CBOE Stock Exchange, LLC, a 

facility of CBOE. 

I. Introduction 

Section 19(g)(1) of the Act,4 among 

other things, requires every selfregulatory 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. 

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. 

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. 

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. 

II. Proposed Plan 

The proposed 17d–2 Plan is intended 

to reduce regulatory duplication for 

firms that are common members of both 

FINRA and one or more exchanges that 

are a Party to the proposed 17d–2 Plan. 

Pursuant to the proposed 17d–2 Plan, 

FINRA would assume certain 

examination and enforcement 

responsibilities for common members 

with respect to certain applicable laws, 

rules, and regulations. 

The text of the Plan delineates the 

proposed regulatory responsibilities 

with respect to the Parties. Included in 

the proposed Plan is an exhibit (the 

‘‘Covered Regulation NMS Rules’’) that 

lists the Federal securities laws, rules, 

and regulations, for which FINRA 

would bear responsibility under the 

Plan for overseeing and enforcing with 

respect to members of a Participating 

Organization that are also members of 

FINRA and the associated persons 

therewith (‘‘Dual Members’’). 

Specifically, under the 17d–2 Plan, 

FINRA would assume examination and 

enforcement responsibility relating to 

compliance by Dual Members with the 

Covered Regulation NMS Rules. 

Covered Regulation NMS Rules would 

not include the application of any rule 

of a Participating Organization, or any 

rule or regulation under the Act, to the 

extent that it pertains to violations of 

insider trading activities, because such 

matters are covered by a separate 

multiparty agreement under Rule 17d– 

2.11 Under the Plan, the Participating 

Organizations would retain full 

responsibility for surveillance and 

enforcement with respect to trading 

activities or practices involving its own 

marketplace.12

The text of the proposed 17d–2 Plan 

is as follows: 

Agreement for the Allocation of 

Regulatory Responsibility for the 

Covered Regulation NMS Rules 

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 BATS Exchange, Inc. 

(‘‘BATS’’), BATS Y–Exchange, Inc. 

(‘‘BATS Y’’), Chicago Board Options 

Exchange, Inc. (‘‘CBOE’’) 13, Chicago 

Stock Exchange, Inc. (‘‘CHX’’), EDGA 

Exchange, Inc. (‘‘EDGA’’), EDGX 

Exchange, Inc. (‘‘EDGX’’), Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’), The NASDAQ Stock Market 

LLC (‘‘NASDAQ’’), NASDAQ OMX BX, 

Inc., NASDAQ OMX PHLX, Inc., 

National Stock Exchange, Inc. (‘‘NSX’’), 

New York Stock Exchange LLC 

(‘‘NYSE’’), NYSE Amex LLC (‘‘NYSE 

Amex’’), and NYSE Arca, Inc. (‘‘NYSE 

Arca’’) (together, the ‘‘Participating 

Organizations’’), is made pursuant to 

§ 17(d) of the Securities Exchange Act of 

1934 (the ‘‘Act’’ or ‘‘SEA’’), 15 U.S.C. 

§ 78q(d), and Rule 17d–2 thereunder, 

which allow for plans to allocate 

regulatory responsibility among selfregulatory organizations (‘‘SROs’’). 

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 examination and 

enforcement of SEA Rules 611(a) and (b) 

and 612 (the ‘‘Covered Regulation NMS 

Rules’’); 

WHEREAS, the Participating 

Organizations are interested in 


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allocating regulatory responsibilities 

with respect to broker-dealers that are 

members of more than one Participating 

Organization (the ‘‘Common Members’’) 

relating to the examination and 

enforcement of the Covered Regulation 

NMS Rules; and 

WHEREAS, the Participating 

Organizations will request regulatory 

allocation of these regulatory 

responsibilities by executing and filing 

with the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) a 

plan for the above stated purposes (this 

Agreement) pursuant to the provisions 

of § 17(d) of the Act, and Rule 17d–2 

thereunder, as described below. 

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. Assumption of Regulatory 

Responsibility. The Designated 

Regulation NMS Examining Authority 

(the ‘‘DREA’’) shall assume examination 

and enforcement responsibilities 

relating to compliance by Common 

Members with the Covered Regulation 

NMS Rules (‘‘Regulatory 

Responsibility’’). A list of the Covered 

Regulation NMS Rules is attached 

hereto as Exhibit A. FINRA shall serve 

as DREA for Common Members that are 

members of FINRA. The Designated 

Examining Authority pursuant to SEA 

Rule 17d–1 (‘‘DEA’’) shall serve as DREA 

for Common Members that are not 

members of FINRA. Notwithstanding 

anything herein to the contrary, it is 

explicitly understood that the term 

‘‘Regulatory Responsibility’’ does not 

include, and each of the Participating 

Organizations shall retain full 

responsibility for examination, 

surveillance and enforcement with 

respect to trading activities or practices 

involving its own marketplace unless 

otherwise allocated pursuant to a 

separate Rule 17d–2 Agreement. 

Whenever a Common Member ceases to 

be a member of its DREA, the DREA 

shall promptly inform the Common 

Member’s DEA, which will become such 

Common Member’s new DREA. 

2. 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 the DREA under the terms 

of this Agreement. Nothing in this 

Agreement will be interpreted to 

prevent a DREA from entering into 

Regulatory Services Agreement(s) to 

perform its Regulatory Responsibility. 

3. No Charge. A DREA shall not 

charge Participating Organizations for 

performing the Regulatory 

Responsibility under this Agreement. 

4. 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. 

5. Customer Complaints. If a 

Participating Organization receives a 

copy of a customer complaint relating to 

a DREA’s Regulatory Responsibility as 

set forth in this Agreement, the 

Participating Organization shall 

promptly forward to such DREA a copy 

of such customer complaint. It shall be 

such DREA’s responsibility to review 

and take appropriate action in respect to 

such complaint. 

6. Parties to Make Personnel Available 

as Witnesses. Each Participating 

Organization shall make its personnel 

available to the DREA to serve as 

testimonial or non-testimonial witnesses 

as necessary to assist the DREA in 

fulfilling the Regulatory Responsibility 

allocated under this Agreement. The 

DREA 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 the DREA requires such employees 

to serve as witnesses, and provide 

information or other assistance pursuant 

to this Agreement. 

7. Sharing of Work-Papers, Data and 

Related Information. 

a. Sharing. A Participating 

Organization shall make available to the 

DREA information necessary to assist 

the DREA in fulfilling the Regulatory 

Responsibility 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 

the DREA solely for the purposes of 

fulfilling the DREA’s Regulatory 

Responsibility. 

b. 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. 

8. Special or Cause Examinations and 

Enforcement Proceedings. Nothing in 

this Agreement shall restrict or in any 

way encumber the right of a 

Participating Organization to conduct 

special or cause examinations of a 

Common Member, or take enforcement 

proceedings against a Common Member 

as a Participating Organization, in its 

sole discretion, shall deem appropriate 

or necessary. 

9. Dispute Resolution Under this 

Agreement. 

a. Negotiation. The Participating 

Organizations 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 

Participating Organizations shall refer 

the dispute to binding arbitration. 

b. Binding Arbitration. All claims, 

disputes, controversies, and other 

matters in question between the 

Participating Organizations to this 

Agreement arising out of or relating to 

this Agreement or the breach thereof 

that cannot be resolved by the 

Participating Organizations will be 

resolved through binding arbitration. 

Unless otherwise agreed by the 

Participating Organizations, a dispute 

submitted to binding arbitration 

pursuant to this paragraph shall be 

resolved using the following 

procedures: 

(i) The arbitration shall be conducted 

in a city selected by the DREA in which 

it maintains a principal office or where 

otherwise agreed to by the Participating 

Organizations 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. 

10. 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, 


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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, or (c) in instances of a 

breach of confidentiality obligations 

owed to another Participating 

Organization. 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. 

11. SEC Approval. 

a. The Participating Organizations 

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 

the Agreement and of its impact on their 

members. 

12. 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. 

13. Assignment. No Participating 

Organization may assign this Agreement 

without the prior written consent of the 

DREAs performing Regulatory 

Responsibility on behalf of such 

Participating Organization, which 

consent shall not be unreasonably 

withheld, conditioned or delayed; 

provided, however, that any 

Participating Organization may assign 

the Agreement to a corporation 

controlling, controlled by or under 

common control with the Participating 

Organization without the prior written 

consent of such Participating 

Organization’s DREAs. No assignment 

shall be effective without Commission 

approval. 

14. 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. 

15. Termination. Any Participating 

Organization may cancel its 

participation in the Agreement at any 

time upon the approval of the 

Commission after 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). The 

cancellation of its participation in this 

Agreement by any Participating 

Organization shall not terminate this 

Agreement as to the remaining 

Participating Organizations. 

16. 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. 

17. Written Notice. Any written notice 

required or permitted to be given under 

this Agreement shall be deemed given if 

sent by certified mail, return receipt 

requested, or by a comparable means of 

electronic communication to each 

Participating Organization entitled to 

receipt thereof, to the attention of the 

Participating Organization’s 

representative at the Participating 

Organization’s then principal office or 

by e-mail. 

18. Confidentiality. The Participating 

Organizations 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, provided, however, that 

each Participating Organization may 

disclose such documents or information 

as may be required to comply with 

applicable regulatory requirements or 

requests for information from the SEC. 

Any Participating Organization 

disclosing confidential documents or 

information in compliance with 

applicable regulatory or oversight 

requirements will request confidential 

treatment of such information. No 

Participating Organization 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. 

19. Regulatory Responsibility. 

Pursuant to Section 17(d)(1)(A) of the 

Act, and Rule 17d–2 thereunder, the 

Participating Organizations request the 

SEC, upon its approval of this 

Agreement, to relieve the Participating 

Organizations which are participants in 

this Agreement that are not the DREA as 

to a Common Member of any and all 

responsibilities with respect to the 

matters allocated to the DREA pursuant 

to this Agreement for purposes of 

§§ 17(d) and 19(g) of the Act. 

20. 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 

Participating Organizations 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. 

21. Survival of Provisions. Provisions 

intended by their terms or context to 

survive and continue notwithstanding 

delivery of the regulatory services by the 

DREA and any expiration of this 

Agreement shall survive and continue. 

22. 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 all applicable 

DREAs and such new Participating 

Organization. All other Participating 

Organizations expressly consent to 

allow such DREAs to jointly add new 

Participating Organizations to the 

Agreement as provided above. Such 

DREAs will promptly notify all 

Participating Organizations of any such 

amendments to add a new Participating 

Organization. 

b. All other amendments must be 

made approved by each Participating 

Organization. All amendments, 

including adding a new Participating 

Organization, must be filed with and 

approved by the Commission before 

they become effective. 

23. Effective Date. The Effective Date 

of this Agreement will be the date the 

SEC declares this Agreement to be 

effective pursuant to authority conferred 


jlentini on DSKJ8SOYB1PROD with NOTICES
68636 Federal Register / Vol. 75, No. 215 / Monday, November 8, 2010 / Notices 

14 15 U.S.C. 78q(d)(1). 

15 17 CFR 240.17d–2. 16 17 CFR 200.30–3(a)(34). 

by § 17(d) of the Act, and Rule 17d–2 

thereunder. 

24. 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 among 

the Participating Organizations. 

* * * * * 

EXHIBIT A 

COVERED REGULATION NMS RULES 

SEA Rule 611(a)—Order Protection 

Rule.—Reasonable Policies and 

Procedures. 

SEA Rule 611(b)—Order Protection 

Rule.—Exceptions. 

SEA Rule 612—Minimum Pricing 

Increment. 

III. Date of Effectiveness of the 

Proposed Plan and Timing for 

Commission Action 

Pursuant to Section 17(d)(1) of the 

Act 14 and Rule 17d–2 thereunder,15

after November 29, 2010, the 

Commission may, by written notice, 

declare the proposed Plan, File No. 4– 

618, to be effective if the Commission 

finds that the plan is necessary or 

appropriate in the public interest and 

for the protection of investors, to foster 

cooperation and coordination among 

self-regulatory organizations, or to 

remove impediments to and foster the 

development of the national market 

system and a national system for the 

clearance and settlement of securities 

transactions and in conformity with the 

factors set forth in Section 17(d) of the 

Act. 

IV. Solicitation of Comments 

In order to assist the Commission in 

determining whether to approve the 

proposed 17d–2 Plan and to relieve the 

Participating Organizations of the 

responsibilities which would be 

assigned to FINRA, interested persons 

are invited to submit written data, 

views, and arguments concerning the 

foregoing. Comments may be submitted 

by any of the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number 4–618 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number 4–618. This file number should 

be included on the subject line if e-mail 

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 

Web site (http://www.sec.gov/rules/ 

other.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 Web site viewing and 

printing in the Commission’s Public 

Reference Room, on official business 

days between the hours of 10 a.m. and 

3 p.m. Copies of the plan also will be 

available for inspection and copying at 

the principal offices of the Participating 

Organizations. All comments received 

will be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number 4–618 and 

should be submitted on or before 

November 29, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–28185 Filed 11–5–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

8000, Inc.; Order of Suspension of 

Trading 

November 4, 2010. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of 8000, Inc. 

because of questions regarding the 

accuracy of statements made by 8000, 

Inc. in press releases concerning, among 

other things, a cash dividend the 

company announced it would pay 

stockholders and Monk’s Den, an 

investment program and online investor 

network the company disclosed it 

acquired in September 2010. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of 8000, Inc. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities of the above-listed company is 

suspended for the period from 9:30 a.m. 

EDT on November 4, 2010, through 

11:59 p.m. EST on November 17, 2010. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2010–28241 Filed 11–4–10; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–29497; File No. 4–619] 

President’s Working Group Report on 

Money Market Fund Reform 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Request for comment. 

SUMMARY: The Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) is 

seeking comment on the options 

discussed in the report presenting the 

results of the President’s Working Group 

on Financial Markets’ study of possible 

money market fund reforms. Public 

comments on the options discussed in 

this report will help inform 

consideration of reform proposals 

addressing money market funds’ 

susceptibility to runs. 

DATES: Comments should be received on 

or before January 10, 2011. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number 4–619 on the subject line; or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov). Follow the 

instructions for submitting comments. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number 4–619. This file number should 


jlentini on DSKJ8SOYB1PROD with NOTICES