Federal Register / Vol. 74, No. 150 / Thursday, August 6, 2009 / Notices 39353 

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

2 17 CFR 240.17d–2. 

3 15 U.S.C. 78s(g)(1). 

4 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), 

respectively. 

5 15 U.S.C. 78q(d)(1). 

6See 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). 

7 17 CFR 240.17d–1 and 17 CFR 240.17d–2, 

respectively. 

8See Securities Exchange Act Release No. 12352 

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

9See Securities Exchange Act Release No. 12935 

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

1976). 

10On March 13, 2009, the exchange then known 

as NYSE Alternext U.S. LLC filed for immediate 

effectiveness a proposal to change its name to NYSE 

Amex LLC. See Securities Exchange Act Release 

No. 59575 (March 13, 2009), 74 FR 11803 (March 

19, 2009) (SR–NYSEALTR–2009–24). 

11See Securities Exchange Act Release No. 58673 

(September 29, 2008), 73 FR 57707 (October 3, 

2008) (SR–Amex–2008–62 and SR–NYSE–2008– 

60). 

12See Securities Exchange Act Release No. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

(SR–Amex–2008–63). 

13See id. at 58995. 

14See id.; See also Securities Exchange Act 

Release No. 56148 (July 26, 2007), 72 FR 42146 

(August 1, 2007) (order declaring effective the plan 

between NYSE and FINRA). 

through December 31, 2009, the fee 

otherwise due from SEC-registered 

advisers is waived, and for initial 

applications to register as an investment 

adviser with the SEC filed from August 

1, 2009 through December 31, 2009, the 

fee otherwise due from the applicant is 

waived. 

By the Commission. 

Dated: July 31, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–18761 Filed 8–5–09; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60409; File No. 4–587] 

Program for Allocation of Regulatory 

Responsibilities Pursuant to Rule 17d– 

2; Notice of Filing and Order Declaring 

Effective a Proposed Plan for the 

Allocation of Regulatory 

Responsibilities Among the Financial 

Industry Regulatory Authority, Inc., 

New York Stock Exchange LLC, NYSE 

Regulation, Inc. and NYSE Amex LLC 

July 30, 2009. 

Notice is hereby given that the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) has issued an 

Order pursuant to Section 17(d) of the 

Securities Exchange Act of 1934 

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

approving and declaring effective a plan 

dated December 15, 2008 for the 

allocation of regulatory responsibilities 

(‘‘17d–2 Plan’’ or the ‘‘Plan’’) filed with 

the Commission on July 29, 2009 

pursuant to Rule 17d–2 of the Act, by 

the New York Stock Exchange LLC 

(‘‘NYSE’’), NYSE Regulation, Inc. 

(‘‘NYSE Regulation’’), NYSE Amex LLC 

(‘‘NYSE Amex’’), and the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) (each individually, a ‘‘Party’’ 

and collectively, the ‘‘Parties’’). 

I. Introduction 

Section 19(g)(1) of the Act,3 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.4 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 5 was 

intended, in part, to eliminate 

unnecessary multiple examinations and 

regulatory duplication.6 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.7

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.8 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.9

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 

On January 17, 2008, NYSE Euronext, 

Inc. and The Amex Membership 

Corporation, a New York not-for-profit 

company and parent of the American 

Stock Exchange LLC (‘‘Amex’’) entered 

into an Agreement and Plan of Merger, 

whereby NYSE Euronext would acquire 

Amex and as a result, Amex would 

become a wholly-owned subsidiary of 

NYSE Group, Inc. and would be 

renamed ‘‘NYSE Amex.’’ 10 In 

connection with the merger, the 

Commission approved proposed rule 

changes to permit the merger and 

related transactions, including the 

adoption of an operating agreement for 

NYSE Amex.11 The Commission also 

approved an NYSE Amex rule proposal 

to adopt new rules governing member 

organizations, member firm conduct, 

and equity trading.12 NYSE Amex’s new 

membership and member conduct rules 

are closely modeled on, and largely 

identical to, existing NYSE membership 

and firm conduct rules,13 many of 

which are ‘‘common rules’’ under the 

existing 17d–2 plan between NYSE and 

FINRA.14

The purpose of the Plan is to add 

NYSE Amex as a party to the existing 

17d–2 plan by and among National 

Association of Securities Dealers, Inc. 


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15See paragraph 1(a) of the proposed 17d–2 Plan. 

16See, e.g., the Multiparty Agreement made 

pursuant to Rule 17d–2 of the Exchange Act among 

the American Stock Exchange LLC, the BATS 

Exchange, Inc., the Boston Stock Exchange, Inc., the 

CBOE Stock Exchange, LLC, the Chicago Stock 

Exchange, Inc., Financial Industry Regulatory 

Authority, Inc., the International Securities 

Exchange, LLC, the NASDAQ Stock Market LLC, 

the National Stock Exchange, Inc., the New York 

Stock Exchange, LLC, NYSE Arca Inc., NYSE 

Regulation, Inc., and the Philadelphia Stock 

Exchange, Inc., approved by the Commission on 

October 17, 2008, as may be amended from time to 

time, involving the allocation of regulatory 

responsibilities with respect to common members 

for compliance with the surveillance, investigation, 

and enforcement of common insider trading rules. 

See Securities Exchange Act Release No. 58806 

(October 17, 2008), 73 FR 63216 (October 23, 2008); 

see also paragraph 20 of the proposed 17d–2 Plan. 

17See paragraph 7 of the proposed 17d–2 Plan. 

18For example, NYSE Amex has not adopted 

rules based on the following NYSE products: 

Cabinet Securities (NYSE Rule 85), Options (NYSE 

Series 700 Rules), Index and Currency Warrants 

(NYSE Rule 414), and Basket Trades (NYSE Series 

800 Rules). 

19See paragraphs 2(d) and 2(e) of the proposed 

17d–2 Plan. 

(‘‘NASD’’) (n/k/a FINRA), NYSE, and 

NYSE Regulation without altering the 

scope of that plan. Accordingly, the 

proposed 17d–2 Plan is intended to 

reduce regulatory duplication for firms 

that are common members of either 

NYSE and FINRA or NYSE Amex and 

FINRA. Pursuant to the proposed 17d– 

2 Plan, FINRA would assume certain 

examination, enforcement, and 

surveillance responsibilities for 

members of either NYSE and FINRA or 

NYSE Amex and FINRA as well as the 

associated persons therewith (‘‘Common 

Members’’) with respect to certain rules. 

The text of the Plan delineates the 

proposed regulatory responsibilities 

with respect to the Parties. Included in 

the proposed Plan is Exhibit 1 (the ‘‘List 

of Common Rules’’) that lists every 

NYSE rule, and NYSE Amex Equities 

rule, for which FINRA would bear 

responsibility under the Plan for 

overseeing and enforcing with respect to 

Common Members. 

Specifically, under the 17d–2 Plan, 

FINRA would assume examination and 

enforcement responsibility relating to 

compliance by Common Members with 

the rules of NYSE and NYSE Amex that 

are substantially similar to the 

applicable rules of FINRA (‘‘Common 

Rules’’).15 The 17d–2 Plan would not 

include the application of any Common 

Rule to the extent that it pertains to 

matters covered by a separate agreement 

under Rule 17d–2.16 In the event that a 

Common Member is the subject of an 

investigation, examination, or 

enforcement proceeding, the 17d–2 Plan 

acknowledges that any Party may, in its 

discretion, exercise concurrent 

jurisdiction.17

While NYSE Amex has adopted a 

number of NYSE member firm conduct 

rules, NYSE Amex equities rules do not 

include all NYSE rules.18 Accordingly, 

certain Common Rules between NYSE 

and FINRA that have not been adopted 

by NYSE Amex (e.g., NYSE Rule 414 

and the NYSE Series 700 Rules) will not 

be Common Rules among NYSE, NYSE 

Amex, and FINRA. In addition, certain 

other NYSE Amex equities trading rules 

that qualify as Common Rules have been 

modified to reflect the difference in 

products trading at NYSE Amex (e.g., 

NYSE Amex Equities Rules 345 

(Employees—Registration, Approval, 

Records) and 408 (Discretionary Power 

in Customers’ Accounts)). 

Under the Plan, each of NYSE and 

NYSE Amex would retain full 

responsibility for surveillance and 

enforcement with respect to trading 

activities or practices involving the 

systems and facilities of the respective 

exchange. Each of NYSE and NYSE 

Amex also would retain regulatory 

responsibility for examinations of 

conduct or action of a Common Member 

that is not covered under the Common 

Rules and/or by related Federal 

regulations or laws; processing of 

applications for membership in the 

respective exchange; qualification and 

registration of member firm personnel to 

effect transactions on the floor of the 

exchange; and regulatory responsibility 

for the application of any Common Rule 

as it pertains to matters other than 

member firm regulation.19

The text of the proposed 17d–2 Plan 

is as follows: 

* * * * * 

Agreement by and Among Financial 

Industry Regulatory Authority, Inc., New 

York Stock Exchange LLC, NYSE 

Regulation, Inc., and NYSE Amex LLC 

Pursuant to SEC Rule 17d–2 

Promulgated by the Securities and 

Exchange Commission Under the 

Securities Exchange Act of 1934 

This Agreement, (‘‘Agreement’’) by 

and among Financial Industry 

Regulatory Authority, Inc., a Delaware 

non-stock, not-for-profit membership 

corporation (‘‘FINRA’’), New York Stock 

Exchange LLC, a New York limited 

liability company (‘‘NYSE LLC’’), NYSE 

Regulation, Inc., a New York not-forprofit corporation and an indirectly 

wholly-owned subsidiary of NYSE 

Group, Inc. (‘‘NYSE Regulation’’), and 

NYSE Amex LLC (‘‘NYSE Amex’’), a 

Delaware limited liability company and 

wholly-owned subsidiary of NYSE 

Group, Inc. (herein collectively referred 

to as the ‘‘Participants’’), dated as of 

December 15, 2008, pursuant to the 

provisions of Rule 17d–2 promulgated 

by the Securities and Exchange 

Commission (the ‘‘Commission’’) under 

the Securities Exchange Act of 1934, as 

amended (the ‘‘Act’’), which authorizes 

agreements between self-regulatory 

organizations for plans to reduce or 

eliminate regulatory duplication. 

This Agreement amends and restates 

the agreement entered into among 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’ n/k/a FINRA), 

NYSE LLC, and NYSE Regulation on 

July 30, 2007, entitled ‘‘Agreement 

between National Association of 

Securities Dealers, Inc., New York Stock 

Exchange LLC, and NYSE Regulation, 

Inc., pursuant to SEC Rule 17d–2 

promulgated by the Securities and 

Exchange Commission under the 

Securities Exchange Act of 1934’’ (the 

‘‘July 30, 2007 Agreement’’). 

Whereas, NYSE Euronext, a Delaware 

corporation and the parent entity of 

NYSE Group (as hereinafter defined), 

and The Amex Membership 

Corporation, a New York not-for-profit 

corporation and parent company of the 

American Stock Exchange LLC 

(‘‘Amex’’), entered into an Agreement 

and Plan of Merger, dated January 17, 

2008 (‘‘Merger Agreement’’), whereby, 

through a series of mergers, on October 

1, 2008, NYSE Euronext acquired Amex 

(‘‘Merger Transaction’’) and as a result 

of these mergers, Amex became a 

wholly-owned subsidiary of NYSE 

Group and was renamed NYSE Amex; 

and 

Whereas, the Participants are desirous 

of reducing duplication in the 

regulation of broker-dealer firms and 

associated persons therewith that are 

members of NYSE, NYSE Amex, and 

FINRA (‘‘Common Members’’) and 

allocating regulatory responsibilities 

with respect to such Common Members 

and for which they are subject to 

Common Rules (as hereinafter defined); 

and 

Whereas, the Participants intend that 

FINRA will perform various functions 

formerly performed by NYSE 

Regulation; and 

Whereas, the Participants intend this 

Agreement to describe the functions to 

be performed by FINRA pursuant to 

Section 17(d) of the Act and Rule 17d– 

2 promulgated thereunder, and intend 

to file such with the Commission for its 

approval. 

Now, therefore, in consideration of 

the foregoing, the mutual covenants 

contained hereinafter, and other good 

and valuable consideration, the 

Participants hereby agree as follows: 


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1. Assumption of Regulatory 

Responsibilities 

(a) On the effective date, which shall 

be the date that the Commission has 

declared effective this Agreement, 

FINRA will assume regulatory 

responsibilities for all Common 

Members for the list of rules attached as 

Exhibit 1 (‘‘Common Rules’’) to this 

Agreement and made part hereof 

including examination, enforcement 

and surveillance responsibilities for 

such Common Rules to the extent that 

such responsibilities involve member 

firm regulation (the ‘‘Regulatory 

Responsibilities’’). The Participants 

agree that the NYSE and NYSE Amex 

rules listed on Exhibit 1 are identical or 

substantially similar to the 

corresponding FINRA rule. 

(b) FINRA shall not charge NYSE or 

NYSE Amex for performing the 

Regulatory Responsibilities except for 

the reasonable notification expenses and 

travel and out-of-pocket expenses, as 

provided in paragraphs 4(c) and 5. 

2. Scope of Regulatory Responsibilities 

(a) Whenever a Participant proposes 

to make a change to the substance of any 

of the Common Rules, before filing such 

proposal with the SEC, it shall inform 

the other Participants to determine 

whether the other Participants will 

agree to promptly propose a conforming 

change to its version of the Common 

Rule. In the event the Participants do 

not agree to propose conforming 

changes, the Participants agree that they 

will file with the SEC for approval an 

amendment to this Agreement deleting 

such rule from the list of Common 

Rules, such amendment to be effective 

no earlier than the date of SEC approval 

of the change to the Common Rule 

proposed by the NYSE, NYSE Amex, or 

FINRA, as the case may be. 

(b) Common Rulebook. FINRA 

intends to create a single set of Rules to 

replace the FINRA NASD Rules and the 

NYSE Rules incorporated by FINRA. 

There is a substantial likelihood that 

each FINRA rule that would replace an 

existing NYSE Rule incorporated by 

FINRA and applicable to Common 

Members would be substantially 

different from the then-existing NYSE 

Rule or NYSE Amex Rule. In such case, 

pursuant to paragraph 2(a) above, NYSE 

and NYSE Amex would need to file 

with the Commission a proposal to 

amend their respective corresponding 

Rules to conform to the new FINRA 

Rule. As provided in Section 13, the 

Participants may make certain 

amendments to the list of Common 

Rules in Exhibit 1 without constituting 

an amendment to this Agreement. 

(c) Each year within 30 days of the 

anniversary date of Commission 

approval of this Agreement, or more 

frequently if required by changes in the 

rules of a Participant, NYSE and NYSE 

Amex will submit to FINRA an updated 

list of Common Rules for review. This 

updated list may add to Exhibit 1 rules 

that qualify as Common Rules, shall 

delete from Exhibit 1 rules of that 

Participant that are no longer identical 

or substantially similar to the Common 

Rules, and shall confirm that the 

remaining rules of the Participant 

included on Exhibit 1 continue to 

qualify as Common Rules. Within 30 

days from the date that FINRA has 

received revisions to Exhibit 1, FINRA 

shall confirm in writing to NYSE and 

NYSE Amex whether the rules listed in 

Exhibit 1 are Common Rules. 

(d) Notwithstanding anything 

contained in this Agreement to the 

contrary, NYSE shall retain regulatory 

responsibility for the following 

(collectively, the ‘‘NYSE Retained 

Responsibilities’’): 

(i) Examinations of conduct or action 

by a Common Member that is otherwise 

covered by NYSE rules that are not 

Common Rules (the ‘‘NYSE-only 

Rules’’) and/or by related Federal laws 

or regulations; 

(ii) Surveillance of, and investigation 

and enforcement with respect to, 

conduct or action undertaken in 

connection with trading on or through 

the systems and facilities of the NYSE, 

or conduct or actions by a Common 

Member that are otherwise covered by 

NYSE-only Rules, additionally, in all 

such cases, surveillance, investigation 

and enforcement with respect to how 

such conduct may constitute a violation 

of applicable Federal laws or 

regulations; 

(iii) Processing of applications for 

trading licenses or other indicia of 

membership in the NYSE, including 

without limitation applying NYSE’s 

rules relating to the rights and 

obligations of Common Members that 

hold a trading license to effect 

transactions on the floor of the NYSE or 

through any systems or facilities of the 

NYSE; 

(iv) Qualification and registration of 

member firm personnel to effect 

transactions or work as Floor employees 

on the Floor of the NYSE, pursuant to 

the NYSE’s applicable rules regarding 

qualifications and registration; and 

(v) The application of any Common 

Rule as it pertains to matters other than 

member firm regulation, including 

matters relating to NYSE’s exclusive 

responsibility for (ii)–(iv) above (the 

‘‘Non-Exclusive Common Rules’’). The 

Participants have identified the NonExclusive Common Rules, which are 

specifically designated on Exhibit 1, as 

those rules for which both NYSE and 

FINRA will bear responsibility when 

performing their respective regulatory 

responsibilities. 

(e) Notwithstanding anything 

contained in this Agreement to the 

contrary, NYSE Amex shall retain 

regulatory responsibility for the 

following (collectively, the ‘‘NYSE 

Amex Retained Responsibilities’’): 

(i) Examinations of conduct or action 

by a Common Member that is otherwise 

covered by NYSE Amex rules that are 

not Common Rules (the ‘‘NYSE Amexonly Rules’’) and/or by related Federal 

laws or regulations; 

(ii) Surveillance of, and investigation 

and enforcement with respect to, 

conduct or action undertaken in 

connection with trading on or through 

the systems and facilities of the NYSE 

Amex, or conduct or actions by a 

Common Member that are otherwise 

covered by NYSE Amex-only Rules, 

additionally, in all such cases, 

surveillance, investigation and 

enforcement with respect to how such 

conduct may constitute a violation of 

applicable Federal laws or regulations; 

(iii) Processing of applications for 

trading licenses or other indicia of 

membership in the NYSE Amex, 

including without limitation applying 

NYSE Amex rules relating to the rights 

and obligations of Common Members 

that hold a trading license to effect 

transactions on the floor of the NYSE 

Amex or through any systems or 

facilities of the NYSE Amex; 

(iv) Qualification and registration of 

member firm personnel to effect 

transactions or work as Floor employees 

on the Floor of the NYSE Amex, 

pursuant to the NYSE Amex’s 

applicable rules regarding qualifications 

and registration; and 

(v) The application of any Common 

Rule as it pertains to matters other than 

member firm regulation, including 

matters relating to NYSE Amex’s 

exclusive responsibility for (ii)–(iv) 

above (the ‘‘Non-Exclusive Common 

Rules’’). The Participants have 

identified the Non-Exclusive Common 

Rules, which are specifically designated 

on Exhibit 1, as those rules for which 

both NYSE Amex and FINRA will bear 

responsibility when performing their 

respective regulatory responsibilities. 

3. Violations 

(a) Should FINRA become aware of 

potential violations of another 

Participant’s rules that are not within 

the scope of the Regulatory 

Responsibilities, FINRA will promptly 

notify the other Participant of those 


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potential violations, and such matters 

will be handled by the Participant 

responsible for those regulatory 

responsibilities. 

(b) Should a Participant other than 

FINRA become aware of potential 

violations of Common Rules, the 

Participant will promptly notify FINRA 

of those potential violations, and such 

matters will be handled by FINRA as 

provided in this Agreement. 

4. Applications for, Qualification for, 

and Termination of, Membership 

(a)(i) Common Members subject to 

this Agreement will be required to 

submit to FINRA, and FINRA will be 

responsible for processing, and acting 

upon, all applications (each an 

‘‘Application’’) submitted on behalf of 

the Common Member and any 

individual associated with such 

Common Member required to be 

approved by the rules of NYSE, NYSE 

Amex, and FINRA (collectively, an 

‘‘Applicant’’). 

(ii) Promptly upon receipt of any 

complete Application, but in any event 

no later than seven (7) business days 

thereafter, FINRA shall advise NYSE 

and NYSE Amex of the qualifications 

and registration status of the Applicant 

required to be approved pursuant to the 

rules of NYSE, NYSE Amex, and 

FINRA. The NYSE and NYSE Amex 

each reserve the right to require 

additional qualifications or registrations 

prior to approving an Applicant as a 

member of the NYSE and NYSE Amex, 

pursuant to the process described in 

NYSE and NYSE Amex rules. 

(b) FINRA shall promptly advise 

NYSE and NYSE Amex of information 

regarding changes in status of any 

person required to be approved 

pursuant to the rules of NYSE, NYSE 

Amex, and FINRA that relates to a 

statutory disqualification, involuntary 

termination from employment or any 

other submission made to FINRA 

pursuant to Incorporated NYSE Rule 

351(a)–(c). The NYSE and NYSE Amex 

each reserve the right to disqualify a 

member pursuant to the process 

described in their respective rules. 

(c) Common Members will be 

required to send to FINRA all letters, 

termination notices or other material 

respecting persons required to be 

approved pursuant to the rules of NYSE, 

NYSE Amex, and FINRA. When as a 

result of processing said submissions 

FINRA becomes aware of a statutory 

disqualification as defined in the Act 

with respect to a Common Member or 

person associated with a Common 

Member, FINRA will determine 

pursuant to Section 15A(g) or 6(c) of the 

Act the acceptability or continued 

acceptability of the person to whom 

such disqualification applies but will 

not make a determination regarding 

NYSE or NYSE Amex membership or 

participation, or association of a person 

with an NYSE or NYSE Amex member. 

FINRA shall advise the other 

Participants in writing of its actions in 

this regard. The other Participants shall, 

within 30 days of receiving such 

information from FINRA, determine 

whether to permit a Common Member 

that has been determined to be 

statutorily disqualified by FINRA from 

becoming or remaining an NYSE or 

NYSE Amex member or a participant, or 

a person associated with a member. The 

other Participant will advise FINRA of 

its decision. 

The other Participant will reimburse 

FINRA for reasonable expenses incurred 

in notifying a Participant of FINRA’s 

decision regarding a statutory 

disqualification under Section 15A(g) or 

Section 6(c) of the Act. 

FINRA will also be responsible for 

processing and, if required, acting upon 

all requests for the opening, address 

changes, and terminations of branch 

offices by Common Members and any 

other applications required of Common 

Members under the Common Rules. 

5. Information Sharing 

The Participants agree to share 

information as follows: 

(a) General. 

A Participant shall promptly furnish 

to the other Participants any 

information that it determines indicates 

possible financial or operational 

problems that may affect the continued 

ability of any Common Member to 

conduct business. 

(b) Reports and Other Documents. 

A Participant shall upon request 

promptly make available to the other 

Participants at no cost any existing 

financial, operational, or related report 

filed with that Participant by a Common 

Member, as well as any existing files, 

information on customer complaints, 

termination notices, copies of an 

examination report, examination 

workpapers, investigative material, 

enforcement referrals or other 

documents involving compliance with 

the Federal securities laws and 

regulations and the rules of the 

Participants by the Common Member, or 

other documents in the possession of 

the Participant relating to the Common 

Member as necessary to assist the other 

Participants in fulfilling their Retained 

Responsibilities. 

(c) Third-party Complaints. 

If a Participant receives a copy of a 

complaint from any third party, 

including but not limited to a report 

from a Common Member pursuant to 

FINRA Incorporated NYSE Rule 351 or 

NYSE Amex Equities Rule 351, relating 

to possible violations by a Common 

Member or persons associated with a 

Common Member that is not within the 

scope of that Participant’s regulatory 

responsibilities and is within the scope 

of another Participant’s regulatory 

responsibilities, that Participant shall 

promptly forward to the other 

Participant copies of such complaints. 

The Participant with the regulatory 

responsibilities vis-a`-vis such complaint 

shall have responsibility to review and 

take any appropriate action with respect 

to such complaint. 

(d) Information on Formal and 

Informal Discipline. 

A Participant shall promptly make 

available to the other Participants 

information on (1) formal disciplinary 

actions taken by that Participant 

involving a Common Member or 

persons associated with a Common 

Member; and (2) informal disciplinary 

actions taken by that Participant 

involving a Common Member. For 

purposes of this paragraph (d), informal 

disciplinary actions shall mean 

Cautionary Actions and MRVP (if 

FINRA) and Letters of Education, Letters 

of Admonition, and Summary Fines (if 

NYSE or NYSE Amex). 

(e) Participants to Make Personnel 

Available as Witnesses. 

A Participant shall make its personnel 

available to the other Participants to 

serve as testimonial or non-testimonial 

witnesses as necessary to assist the 

respective Participant in fulfilling the 

self-regulatory responsibilities retained 

by it under this Agreement. The 

Participant requiring the services of 

such witnesses shall pay all reasonable 

travel and other out-of-pocket expenses 

incurred by the other Participant’s 

employees to the extent that the 

requesting Participant requires such 

employees to serve as a witness, and 

provide information or other assistance 

pursuant to this Agreement. 

(f) Confidentiality. The Participants 

agree that documents or information 

shared shall be held in confidence, and 

be used only for the purposes of 

carrying out their respective regulatory 

obligations. No Participant shall assert 

regulatory or other privileges as against 

the others with respect to documents or 

information that is required to be shared 

pursuant to this Agreement. 

(g) No Waiver of Privilege. The 

sharing of documents or information 

among the Participants 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. 


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(h) Periodic Meetings. The 

Participants agree that they shall 

conduct regular joint meetings among 

them for the purposes of reporting on 

the conduct of the Regulatory 

Responsibilities and current 

investigations involving significant rule 

violations by a Common Member, and 

identifying issues or concerns with 

respect to the regulation of Common 

Members. 

6. Arbitration of Disputes Under This 

Agreement 

(a) Regulatory Services Manager. The 

Participants hereby each appoint the 

employee identified on Exhibit 2 hereto 

as its respective Regulatory Services 

Manager (the ‘‘Regulatory Services 

Manager’’) to, among other things, 

resolve disputes pursuant to Section 

6(b) of this Agreement and oversee dayto-day management of the services and 

activities contemplated by this 

Agreement. On reasonable prior written 

notice to the other, the Participants shall 

each have the right to replace its 

respective Regulatory Services Manager 

with an employee or officer with 

comparable knowledge, expertise and 

decision-making authority. 

(b) Dispute Resolution. Except as 

otherwise expressly set forth in this 

Agreement, any dispute arising out of or 

relating to this Agreement shall be 

submitted for resolution to the 

Regulatory Services Managers. In the 

event the Regulatory Services Managers 

fail to resolve a dispute pursuant to this 

Section 6(b) within a reasonable time of 

receiving notice of such dispute from a 

Participant, then the Participants shall 

refer the dispute to the employee 

identified on Exhibit 2 as its respective 

Senior Officer (the ‘‘Senior Officer’’) and 

such Senior Officers shall attempt in 

good faith to conclusively resolve any 

such dispute. On reasonable prior 

written notice to the other, the 

Participants shall each have the right to 

replace its respective Senior Officer 

with an officer with comparable rank, 

knowledge, expertise and decisionmaking authority. If the Senior Officers 

are unable to resolve the dispute 

amicably within 30 days, the dispute 

will be resolved by binding arbitration 

between or among the Participants as 

provided herein. Arbitration shall be 

conducted by a single arbitrator agreed 

upon by the Participants in accordance 

with the arbitration rules of the 

American Arbitration Association (the 

‘‘AAA’’); provided, that, if the 

Participants cannot agree on the identity 

of the arbitrator, then the arbitrator shall 

be chosen by the AAA in accordance 

with its rules. All arbitration hearings 

shall be conducted in New York, New 

York. Each Participant shall pay its own 

costs for the arbitration, with the cost of 

the arbitrator to be equally divided 

between or among the Participants; 

provided, that the arbitrator may, in his 

or her discretion, award reasonable 

attorneys’ fees and expenses to the 

prevailing Participant. The arbitrator 

will have no authority to award punitive 

damages or any other damages not 

measured by the prevailing Participant’s 

actual damages, and may not, in any 

event, make any ruling, finding or 

award that does not conform to the 

terms and conditions of this Agreement. 

A judgment upon an award may be 

entered in any court having jurisdiction. 

No Participant or the arbitrator may 

disclose the existence, content, or 

results of any arbitration hereunder 

without the prior written consent of the 

other Participants, other than to the 

Commission. Except as otherwise 

expressly set forth in this Agreement, 

the procedures set forth in this Section 

6(b) must be satisfied as a condition 

precedent to a Participant commencing 

any arbitration in connection with any 

dispute arising hereunder. A 

Participant’s failure to comply with the 

preceding sentence shall constitute 

cause for the dismissal without 

prejudice of any such arbitration. 

(c) Continuity of Services. Each 

Participant acknowledges that the 

timely and complete performance of its 

obligations pursuant to this Agreement 

is critical to the business and operations 

of the other Participants. In the event of 

a dispute between or among the 

Participant, the Participants will 

continue to perform their respective 

obligations under this Agreement in 

good faith during the resolution of such 

dispute unless and until this Agreement 

is terminated in accordance with its 

provisions. Nothing in this Section 6(c) 

will interfere with a Participant’s right 

to terminate this Agreement as set forth 

in this Agreement. 

7. No Restrictions on Regulatory Action 

Nothing contained in this Agreement 

shall restrict or in any way encumber 

the right of a Participant to conduct its 

own independent or concurrent 

investigation, examination or 

enforcement proceeding of or against 

Common Members, as a Participant, in 

its sole discretion, shall deem 

appropriate or necessary. 

8. Limitation of Liability 

None of the Participants nor any of 

their respective directors, governors, 

officers, employees, affiliates or agents 

shall be liable to any other Participants 

or such Participant’s directors, 

governors, officers, employees, affiliates 

or agents for any liability, loss or 

damage resulting from any delays, 

inaccuracies, errors or omissions with 

respect to its performing or failing to 

perform its obligations under this 

Agreement, except as otherwise 

provided for under the Act or for any 

liability, loss or damage resulting from 

the gross negligence, willful 

misconduct, reckless disregard or 

breach of confidentiality by a 

Participant or its directors, governors, 

officers, employees, affiliates or agents. 

The Participants understand and agree 

with each other 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 Participant to any other 

Participant with respect to any of the 

obligations to be performed by the 

Participants hereunder. 

9. Commission Approval 

(a) The Participants agree to file 

promptly this Agreement with the 

Commission for its review and approval. 

This Agreement shall be effective upon 

approval of the Commission. 

(b) If approved by the Commission, 

FINRA will notify Common Members of 

the general terms of the Agreement and 

its impact on such members. The notice 

will be sent on behalf of all Participants 

and, prior to being sent, NYSE and 

NYSE Amex will review and approve 

the notice. 

10. Applicability of Certain Laws 

Notwithstanding any provision 

hereof, this Agreement shall be subject 

to any applicable Federal or State 

statute, or any rule or order of the 

Commission reassigning regulatory 

responsibilities between self-regulatory 

organizations. To the extent such 

statute, rule, or order is inconsistent 

with one or more provisions of this 

Agreement, such 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. 

11. Definitions 

Unless otherwise defined in this 

Agreement, or unless the context 

otherwise requires, the terms used in 

this Agreement shall have the same 

meaning as they have under the Act and 

the rules and regulations promulgated 

by the Commission thereunder. 

12. 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 


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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. 

13. Amendment 

This Agreement may be amended in 

writing duly approved by each 

Participant. All such amendments, other 

than modifications to the list of 

Common Rules in Exhibit 1 pursuant to 

(i) a Commission order or other effective 

proposed rule change to FINRA 

approving the deletion of an NYSE Rule 

incorporated by FINRA or the creation 

of a FINRA rule to replace an NYSE 

Rule incorporated by FINRA, and (ii) a 

Commission order or other effective 

proposed rule change to NYSE or NYSE 

Amex approving the deletion of an 

NYSE or NYSE Amex Equities Rule or 

an amendment to an NYSE or NYSE 

Amex rule that makes such NYSE or 

NYSE Amex rule substantially identical 

to a FINRA rule, must be filed with and 

approved by the Commission before 

they become effective. 

14. Termination 

This Agreement may be terminated by 

a Participant at any time upon the 

approval of the Commission after 180 

days written notice to the other 

Participants. 

15. General 

The Participants 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. 

16. Liaison and Notices 

All questions regarding the 

implementation of this Agreement shall 

be directed to the persons identified in 

subsections (a), (b) and (c), as 

applicable, below. 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 Participant 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: 

(a) If to NYSE Regulation: NYSE 

Regulation, Inc., 11 Wall Street, New 

York, New York 10005. Telephone: 

(212) 656–3000. Facsimile: (212) 656– 

8101. Attention: General Counsel, 

Regulatory Services Manager. 

(b) If to New York Stock Exchange 

LLC: New York Stock Exchange LLC, 11 

Wall Street, New York, NY 10005. 

Telephone: (212) 656–3000. Facsimile: 

(212) 656–8101. Attention: General 

Counsel. 

(c) If to FINRA: Financial Industry 

Regulatory Authority, Inc., 1735 K 

Street, NW., Washington, DC 20006– 

1500. Telephone: (202) 728–8071. 

Facsimile: (202) 728–8075. Attention: 

General Counsel, Regulatory Services 

Manager. 

(d) If to NYSE Amex LLC: NYSE 

Amex LLC, 11 Wall Street, New York, 

NY 10005. Telephone: (212) 656–3000. 

Facsimile: (212) 656–8101. Attention: 

General Counsel, Regulatory Services 

Manager. 

17. Relief From Regulatory 

Responsibility 

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

Act, and Rule 17d-2 thereunder, the 

Participants jointly request the SEC, 

upon its approval of this Agreement, to 

relieve the NYSE and NYSE Amex of 

any and all responsibilities with respect 

to the matters allocated to FINRA 

pursuant to this Agreement for purposes 

of Sections 17(d) and 19(g) of the Act. 

18. 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 Participants 

hereby consents to submit to the 

jurisdiction of the courts by or for the 

State of New York or the United States 

District Court for the Southern District 

of New York in connection with any 

action or proceeding relating to this 

Agreement. 

19. 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 price by the NYSE or 

NYSE Amex, and any termination of 

this Agreement shall survive and 

continue. 

20. Prior Agreements 

This Agreement is wholly separate 

from: (a) The multiparty Agreement 

made pursuant to Rule 17d–2 of the 

Exchange Act among the American 

Stock Exchange LLC, the Boston Stock 

Exchange, Inc., the Chicago Board 

Options Exchange, Incorporated, the 

International Securities Exchange LLC, 

the National Association of Securities 

Dealers, Inc., the New York Stock 

Exchange, LLC, the NYSE Arca, Inc., 

and the Philadelphia Stock Exchange, 

Inc. involving the allocation of 

regulatory responsibilities with respect 

to common members for compliance 

with common rules relating to the 

conduct by broker-dealers of accounts 

for listed options or index warrants 

entered into on June 5, 2008, and as may 

be amended from time to time; (b) the 

multiparty Agreement made pursuant to 

Rule 17d–2 of the Exchange Act among 

the American Stock Exchange LLC, the 

BATS Exchange, Inc. the Boston Stock 

Exchange, Inc., the CBOE Stock 

Exchange, LLC, the Chicago Stock 

Exchange, Inc., Financial Industry 

Regulatory Authority, Inc., the 

International Securities Exchange, LLC, 

the NASDAQ Stock Market LLC, the 

National Stock Exchange, Inc., the New 

York Stock Exchange, LLC, NYSE Arca 

Inc., NYSE Regulation, Inc., and the 

Philadelphia Stock Exchange, Inc., 

approved by the Commission on 

October 17, 2008, as may be amended 

from time to time, involving the 

allocation of regulatory responsibilities 

with respect to common members for 

compliance with the surveillance, 

investigation, and enforcement of 

common insider trading rules; and (c) 

the multiparty Agreement made 

pursuant to Rule 17d–2 of the Exchange 

Act among American Stock Exchange 

LLC, Boston Stock Exchange, Inc., 

Chicago Board Options Exchange, 

Incorporated, the International 

Securities Exchange LLC, Financial 

Industry Regulatory Authority, Inc., 

NYSE Arca, Inc., The NASDAQ Stock 

Market LLC, and the Philadelphia Stock 

Exchange, Inc. involving the allocation 

of regulatory responsibilities with 

respect to common members for 

compliance with common rules relating 

to certain options-related market 

surveillance matters entered into on 

March 31, 2008, as amended October 1, 

2008, and as may be amended from time 

to time. 

21. Counterparts 

This Agreement may be executed in 

one or more counterparts, each of which 

shall be deemed an original, and such 

counterparts together shall constitute 

but one and the same instrument. 

In witness whereof, the Participants 

hereto have caused this Agreement to be 

executed by their respective officers 

thereunto duly authorized, as of the date 

first written above. 

Financial Industry Regulatory Authority 

By: lllllllllllllllllll

Name: lllllllllllllllll

Title: llllllllllllllllll

New York Stock Exchange, LLC 

By: lllllllllllllllllll

Name: lllllllllllllllll

Title: llllllllllllllllll


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Nyse Regulation, Inc. 

By: lllllllllllllllllll

Name: lllllllllllllllll

Title: llllllllllllllllll

NYSE AMEX LLC 

By: lllllllllllllllllll

Name: lllllllllllllllll

Title: llllllllllllllllll

Exhibit 1 

List of Common Rules 

As referenced in paragraph 2(d)(v) of 

the Agreement, rules designated with a 

‘‘*’’ are Non-Exclusive Common Rules, 

and NYSE and NYSE Amex shall retain 

regulatory responsibility for these rules 

insofar as necessary to discharge their 

respective Retained Responsibilities. 

NYSE Rule NYSE Amex Equities Rule FINRA Rule 

*Rule 1 ‘‘The Exchange’’ .................................... *Rule 1 ‘‘The Exchange’’ ................................. NYSE Rule 1 ‘‘The Exchange’’. 

*Rule 2 ‘‘Member,’’ ‘‘Membership,’’ ‘‘Member 

Firm,’’ etc.

*Rule 2 ‘‘Member,’’ ‘‘Membership,’’ ‘‘Member 

Firm,’’ etc.

NYSE Rule 2 ‘‘Member,’’ ‘‘Membership,’’ 

‘‘Member Firm,’’ etc. 

*Rule 2A ‘‘Jurisdiction’’ ....................................... *Rule 2A ‘‘Jurisdiction’’ .................................... NYSE Rule 2A ‘‘Jurisdiction’’. 

*Rule 2B No Affiliation between Exchange and 

any Member Organization.

*Rule 2B No Affiliation between Exchange 

and any Member Organization.

NYSE Rule 2B No Affiliation between Exchange and any Member Organization. 

*Rule 3 ‘‘Security’’ .............................................. *Rule 3 ‘‘Security’’ ............................................ NYSE Rule 3 ‘‘Security’’. 

*Rule 4 ‘‘Stock’’ .................................................. *Rule 4 ‘‘Stock’’ ................................................ NYSE Rule 4 ‘‘Stock’’. 

*Rule 5 ‘‘Bond’’ ................................................... *Rule 5 ‘‘Bond’’ ................................................ NYSE Rule 5 ‘‘Bond’’. 

*Rule 6 ‘‘Floor’’ ................................................... *Rule 6 ‘‘Floor’’ ................................................. NYSE Rule 6 ‘‘Floor’’. 

*Rule 8 ‘‘Delivery’’ .............................................. *Rule 8 ‘‘Delivery’’ ............................................ NYSE Rule 8 ‘‘Delivery’’. 

*Rule 9 ‘‘Branch Office Manager’’ ...................... *Rule 9 ‘‘Branch Office Manager’’ ................... NYSE Rule 9 ‘‘Branch Office Manager’’. 

*Rule 10 ‘‘Registered Representative’’ ............... *Rule 10 ‘‘Registered Representative’’ ............ NYSE Rule 10 ‘‘Registered Representative’’. 

*Rule 11 Effect of Definitions ............................. *Rule 11 Effect of Definitions ........................... NYSE Rule 11 Effect of Definitions. 

*Rule 12 ‘‘Business Day’’ ................................... *Rule 12 ‘‘Business Day’’ ................................. NYSE Rule 12 ‘‘Business Day’’. 

*Rule 134 Differences and Omissions—Cleared 

Transactions.

*Rule 134 Differences and Omissions — ........ NYSE Rule 134 Differences and Omissions— 

Cleared Transactions. 

Rule 176 Delivery Time ...................................... Rule 176 Delivery Time ................................... NYSE Rule 176 Delivery Time. 

Rule 177 Delivery Time—‘‘Cash’’ Contracts ...... Rule 177 Delivery Time—‘‘Cash’’ Contracts ... NYSE Rule 177 Delivery Time—‘‘Cash’’ Contracts. 

Rule 180 Failure to Deliver ................................ Rule 180 Failure to Deliver .............................. NYSE Rule 180 Failure to Deliver. 

Rule 282 Buy-in Procedures .............................. Rule 282 Buy-in Procedures ............................ NYSE Rule 282 Buy-in Procedures. 

Rule 291 Failure to Fulfill Closing Contract ....... Rule 291 Failure to Fulfill Closing Contract ..... NYSE Rule 291 Failure to Fulfill Closing Contract. 

Rule 292 Restrictions on Members’ Participation in Transaction to Close Defaulted Contracts.Rule 292 Restrictions on Members’ Participation in Transaction to Close Defaulted Contracts.NYSE Rule 292 Restrictions on Members’ 

Participation in Transaction to Close Defaulted Contracts. 

Rule 293 Closing Contracts in Suspended Securities.Rule 293 Closing Contracts in Suspended Securities.NYSE Rule 293 Closing Contracts in Suspended Securities. 

Rule 294 Default in Loan of Money ................... Rule 294 Default in Loan of Money ................. NYSE Rule 294 Default in Loan of Money. 

Rule 296 Liquidation of Securities Loans and 

Borrowings.

Rule 296 Liquidation of Securities Loans and 

Borrowings.

NYSE Rule 296 Liquidation of Securities 

Loans and Borrowings. 

Rule 311 Formation and Approval of Member 

Organizations.

Rule 311 Formation and Approval of Member 

Organizations.

NYSE Rule 311 Formation and Approval of 

Member Organizations. 

Rule 312 Changes Within Member Organizations.Rule 312 Changes Within Member Organizations.NYSE Rule 312 Changes Within Member Organizations. 

Rule 313 Submission of Partnership Articles— 

Submission of Corporate Documents.

Rule 313 Submission of Partnership Articles— 

Submission of Corporate Documents.

NYSE Rule 313 Submission of Partnership 

Articles—Submission of Corporate Documents. 

Rule 319 Fidelity Bonds ..................................... Rule 319 Fidelity Bonds ................................... NYSE Rule 319 Fidelity Bonds. 

Rule 321 Formation of Acquisition of Subsidiaries.Rule 321 Formation of Acquisition of Subsidiaries.NYSE Rule 321 Formation of Acquisition of 

Subsidiaries. 

Rule 322 Guarantees by, or Flow Through Benefits for Members or Member Organizations.Rule 322 Guarantees by, or Flow Through 

Benefits for Members or Member Organizations.

NYSE Rule 322 Guarantees by, or Flow 

Through Benefits for Members or Member 

Organizations. 

*Rule 325 Capital Requirements Members Organizations.*Rule 325 Capital Requirements Members Organizations.NYSE Rule 325 Capital Requirements Members Organizations. 

Rule 326(a) Growth Capital Requirement .......... Rule 326(a) Growth Capital Requirement ....... NYSE Rule 326(a) Growth Capital Requirement. 

Rule 326(b) Business Reduction Capital Requirement.Rule 326(b) Business Reduction Capital Requirement.NYSE Rule 326(b) Business Reduction Capital Requirement. 

Rule 326(c) Business Reduction Capital Requirement.Rule 326(c) Business Reduction Capital Requirement.NYSE Rule 326(c) Business Reduction Capital Requirement. 

Rule 326(d) Reduction of Elimination of Loans 

and Advances.

Rule 326(d) Reduction of Elimination of Loans 

and Advances.

NYSE Rule 326(d) Reduction of Elimination of 

Loans and Advances. 

Rule 328 Sale-and-Leasebacks, Factoring, Financing and Similar Arrangements.Rule 328 Sale-and-Leasebacks, Factoring, Financing and Similar Arrangements.NYSE Rule 328 Sale-and-Leasebacks, Factoring, Financing and Similar Arrangements. 

*Rule 342 Offices—Approval, Supervision and 

Control.

*Rule 342 Offices—Approval, Supervision and 

Control.

NYSE Rule 342 Offices—Approval, Supervision and Control. 

Rule 343 Offices—Sole Tenancy, Hours, Display of Membership Certificates.Rule 343 Offices—Sole Tenancy, Hours, Display of Membership Certificates.NYSE Rule 343 Offices—Sole Tenancy, 

Hours, Display of Membership Certificates. 

Rule 344 Research Analysts and Supervisory 

Analysts.

Rule 344 Research Analysts and Supervisory 

Analysts.

NYSE Rule 344 Research Analysts and Supervisory Analysts. 


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NYSE Rule NYSE Amex Equities Rule FINRA Rule 

Rule 345 Employees—Registration, Approval, 

Records.

Rule 345 Employees—Registration, Approval, 

Records.

NYSE Rule 345 Employees—Registration, 

Approval, Records. 

Rule 345A Continuing Education for Registered 

Persons.

Rule 345A Continuing Education for Registered Persons.NYSE Rule 345A Continuing Education for 

Registered Persons. 

Rule 346 Limitations—Employment and Association with Members and Member Organizations.Rule 346 Limitations—Employment and Association with Members and Member Organizations.NYSE Rule 346 Limitations—Employment and 

Association with Members and Member Organizations. 

Rule 351 Reporting Requirements ..................... Rule 351 Reporting Requirements .................. NYSE Rule 351 Reporting Requirements. 

Rule 352 Guarantees, Sharing in Accounts, and 

Loan Arrangements.

Rule 352 Guarantees, Sharing in Accounts, 

and Loan Arrangements.

NYSE Rule 352 Guarantees, Sharing in Accounts, and Loan Arrangements. 

Rule 353 Rebates and Compensation ............... Rule 353 Rebates and Compensation ............ NYSE Rule 353 Rebates and Compensation. 

Rule 354 Reports to Control Persons ................ Rule 354 Reports to Control Persons ............. NYSE Rule 354 Reports to Control Persons. 

*Rule 375 Missing the Market ............................ *Rule 375 Missing the Market ......................... NYSE Rule 375 Missing the Market. 

Rule 382 Carrying Agreements .......................... Rule 382 Carrying Agreements ....................... NYSE Rule 382 Carrying Agreements. 

Rule 387 COD Orders ........................................ Rule 387 COD Orders ..................................... NYSE Rule 387 COD Orders. 

Rule 401A Customer Complaints ....................... Rule 401A Customer Complaints .................... NYSE Rule 401A Customer Complaints. 

Rule 402 Customer Protection—Reserves and 

Custody of Securities.

Rule 402 Customer Protection—Reserves and 

Custody of Securities.

NYSE Rule 402 Customer Protection—Reserves and Custody of Securities. 

Rule 404 Individual Members Not To Carry Accounts.Rule 404 Individual Members Not To Carry 

Accounts.

NASD Rule 1014. 

Rule 405 Diligence as to Accounts .................... Rule 405 Diligence as to Accounts ................. NYSE Rule 405 Diligence as to Accounts. 

Rule 406 Designation of Accounts ..................... Rule 406 Designation of Accounts .................. NYSE Rule 406 Designation of Accounts. 

*Rule 407 Transactions—Employees of Members, Member Organizations and the Exchange.*Rule 407 Transactions—Employees of Members, Member Organizations and the Exchange.NYSE Rule 407 Transactions—Employees of 

Members, Member Organizations and the 

Exchange. 20

*Rule 407A Disclosure of All Member Accounts *Rule 407A Disclosure of All Member Accounts.NYSE Rule 407A Disclosure of All Member 

Accounts. 

Rule 408 Discretionary Power in Customers’ 

Accounts.

Rule 408 Discretionary Power in Customers’ 

Accounts.

NYSE Rule 408 Discretionary Power in Customers’ Accounts. 

Rule 409 Statements of Accounts to Customers Rule 409 Statements of Accounts to Customers.NYSE Rule 409 Statements of Accounts to 

Customers. 

Rule 409A SIPC Disclosures ............................. Rule 409A SIPC Disclosures ........................... NYSE Rule 409A SIPC Disclosures. 

*Rule 410 Records of Orders ............................. *Rule 410 Records of Orders .......................... NYSE Rule 410 Records of Orders. 

*Rule 411 Erroneous Reports ............................ *Rule 411 Erroneous Reports .......................... NYSE Rule 411 Erroneous Reports. 

Rule 412 Customer Account Transfer Contracts Rule 412 Customer Account Transfer Contracts.NASD Rule 11870. 

Rule 413 Uniform Forms .................................... Rule 413 Uniform Forms ................................. NYSE Rule 413 Uniform Forms. 

*Rule 416 Questionnaires and Reports ............. *Rule 416 Questionnaires and Reports ........... NYSE Rule 416 Questionnaires and Reports. 

*Rule 416A Member and Member Organization 

Profile Information Updates and Quarterly 

Certifications Via The Electronic Filing Platform.

*Rule 416A Member and Member Organization Profile Information Updates and Quarterly Certifications Via The Electronic Filing 

Platform.

NYSE Rule 416A Member and Member Organization Profile Information Updates and 

Quarterly Certifications Via the Electronic 

Filing Platform. 

Rule 418 Audit .................................................... Rule 418 Audit ................................................. NYSE Rule 418 Audit. 

Rule 420 Reports of Borrowings and Subordinate Loans for Capital Purposes.Rule 420 Reports of Borrowings and Subordinate Loans for Capital Purposes.NYSE Rule 420 Reports of Borrowings and 

Subordinate Loans for Capital Purposes. 

Rule 421 Periodic Reports ................................. Rule 421 Periodic Reports ............................... NYSE Rule 421 Periodic Reports. 

Rule 430 Partial Delivery of Securities to Customers on C.O.D. Purchases.Rule 430 Partial Delivery of Securities to Customers on C.O.D. Purchases.NYSE Rule 430 Partial Delivery of Securities 

to Customers on C.O.D. Purchases. 

Rule 431 Margin Requirements ......................... Rule 431 Margin Requirements ....................... NYSE Rule 431 Margin Requirements. 

Rule 432 Daily Record of Required Margin ....... Rule 432 Daily Record of Required Margin .... NYSE Rule 432 Daily Record of Required 

Margin. 

Rule 434 Required Submission of Requests for 

Extensions of Time for Customers.

Rule 434 Required Submission of Requests 

for Extensions of Time for Customers.

NYSE Rule 434 Required Submission of Requests for Extensions of Time for Customers. 

*Rule 435 Miscellaneous Prohibitions (Excessive Trading by Members).*Rule 435 Miscellaneous Prohibitions (Excessive Trading by Members).NYSE Rule 435 Miscellaneous Prohibitions 

(Excessive Trading by Members). 

*Rule 440 Books and Records ........................... *Rule 440 Books and Records ........................ NYSE Rule 440 Books and Records. 

Rule 440A Telephone Solicitation ...................... Rule 440A Telephone Solicitation ................... NYSE Rule 440A Telephone Solicitation. 

Rule 440I Records of Compensation Arrangements—Floor Brokerage.Rule 440I Records of Compensation Arrangements—Floor Brokerage.NYSE Rule 440I Records of Compensation 

Arrangements—Floor Brokerage. 

Rule 445 Anti-Money Laundering Compliance 

Program.

Rule 445 Anti-Money Laundering Compliance 

Program.

NYSE Rule 445 Anti-Money Laundering Compliance Program. 

Rule 446 Business Continuity and Contingency 

Plans.

Rule 446 Business Continuity and Contingency Plans.NASD Rule 3510 Business Continuity Plans 

and NASD Rule 3520 Emergency Contact 

Information. 

Rule 472 Communications with the Public ........ Rule 472 Communications with the Public ...... NYSE Rule 472 Communications with the 

Public. 

*Rule 3130 (Annual Certification of Compliance 

and Supervisory Processes).

*Rule 3130 (Annual Certification of Compliance and Supervisory Processes).*Rule 3130 (Annual Certification of Compliance and Supervisory Processes). 21

Rule 3220 (Influencing or Rewarding Employees of Others).Rule 3220 (Influencing or Rewarding Employees of Others).Rule 3220 (Influencing or Rewarding Employees of Others). 

Rule 4560 (Short-Interest Reporting) ................. Rule 4560 (Short-Interest Reporting) .............. Rule 4560 (Short-Interest Reporting). 


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20Those portions of the NYSE and NYSE Amex 

Equities Rules 407(a) and 407.10 that concern 

Exchange employees, which differ from the FINRA 

Incorporated NYSE Rule 407, are not Common 

Rules and FINRA will not be allocated regulatory 

responsibility for compliance with those portions of 

the rules. 

21Those portions of NYSE and NYSE Amex 

Equities Rule 3130(c)(1), 3130.03, and 3130.10 that 

relate to compliance with Exchange Rules are not 

Common Rules and FINRA will not be allocated 

regulatory responsibility for compliance with those 

portions of the rules. 

22Those portions of NYSE and NYSE Amex 

Equities Rules 5190(c)(1) requiring notice to the 

Exchange and 5190(e) that relate to placing or 

transmitting a stabilizing bid or filing are not 

Common Rules and FINRA will not be allocated 

regulatory responsibility for compliance with those 

portions of the rules. 23 17 CFR 240.17d–2. 

24See Securities Exchange Act Release No. 58705 

(October 1, 2008), 73 FR 58995 (October 8, 2008) 

(SR–Amex–2008–63). 

25 15 U.S.C. 78q(d). 

26 17 CFR 240.17d–2(c). 

NYSE Rule NYSE Amex Equities Rule FINRA Rule 

*Rule 5190 (Notification Requirements for Offering Participants).*Rule 5190 (Notification Requirements for Offering Participants).*Rule 5190 (Notification Requirements for Offering Participants).22

*Rule 6140 (Other Trading Practices) ................ *Rule 6140 (Other Trading Practices) ............. *Rule 6140 (Other Trading Practices). 

Exhibit 2 

For purposes of this Agreement, the 

Regulatory Services Managers required 

under paragraph 6 shall be: 

For NYSE Regulation (on behalf of 

both NYSE and NYSE Amex): Clare F. 

Saperstein, Managing Director, NYSE 

Regulation, Inc., 20 Broad Street, 24th 

Floor, New York, NY 10005 (212) 656– 

2355 (phone). (212) 656–2333 (fax). 

For FINRA: James F. Price, Jr., Senior 

Vice President, Business and Exchange 

Solutions, FINRA, 9509 Key West 

Avenue, Rockville, MD 20850–33329. 

(240) 386–4608 (phone). (240) 386–5139 

(fax). 

For purposes of this Agreement, the 

Senior Officers required under 

paragraph 6 shall be: For NYSE 

Regulation (on behalf of both NYSE and 

NYSE Amex): James F. Duffy, Interim 

Chief Executive Officer, NYSE 

Regulation, Inc., 11 Wall Street, New 

York, NY 10005. (212) 656–2789 

(phone). (212) 656–5809 (fax). 

For FINRA: Stephen I. Luparello, 

Senior Executive Vice President, 

FINRA, 1735 K Street, NW., 

Washington, DC 20006. (202) 728–6947 

(phone). (202) 728–8075 (fax). 

III. Solicitation of Comments 

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 4–587 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 4–587. 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 inspection and copying 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 FINRA, NYSE, and NYSE 

Amex. 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 4–587 and should be submitted 

on or before August 27, 2009. 

IV. Discussion 

Pursuant to paragraph (c) of Rule 

17d–2,23 the Commission may, after 

appropriate notice and comment, 

declare a plan 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. 

In this instance, the Commission 

believes that appropriate notice and 

comment can take place after the 

proposed Plan is effective. The purpose 

of this Plan is to add NYSE Amex as a 

party to the existing 17d-2 plan between 

NYSE, NYSE Regulation, and FINRA. 

As NYSE Amex has adopted many of 

the NYSE rules covered by the existing 

plan,24 the proposed Plan does not 

change the scope of that existing plan. 

Consequently, the Commission does not 

believe that the Plan raises any new 

regulatory issues that the Commission 

has not previously considered in the 

context of the existing plan between 

NYSE, NYSE Regulation, and FINRA. 

By declaring the Plan effective today, 

the Commission can reduce regulatory 

duplication for common members of 

FINRA and NYSE Amex, the latter of 

which has adopted many of the NYSE 

rules crossed by the Plan, as it has done 

for common members of FINRA and 

NYSE, and the new Plan can be 

implemented without delay. 

The Commission finds that the 

proposed Plan is consistent with the 

factors set forth in Section 17(d) of the 

Act 25 and Rule 17d–2(c) thereunder 26

in that the Plan is necessary or 

appropriate in the public interest and 

for the protection of investors, fosters 

cooperation and coordination among 

SROs, and removes impediments to and 

fosters the development of the national 

market system. In particular, the 

Commission believes that the Plan will 

reduce unnecessary regulatory 

duplication by fostering cooperation 

and coordination between NYSE, NYSE 

Amex, and FINRA, and will thereby 

remove impediments to the 

development of the national market 

system. In particular, the Plan will 

allocate to FINRA certain 

responsibilities for Common Members 

that would otherwise be performed by 


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39362 Federal Register / Vol. 74, No. 150 / Thursday, August 6, 2009 / Notices 

27See paragraphs 2(d)(i)–(iv) and (e)(i)–(iv) of the 

proposed 17d–2 Plan. 

28See paragraph 2(a) of the proposed 17d–2 Plan. 

29See paragraph 2(c) of the proposed 17d–2 Plan. 

30See paragraph 5 of the proposed 17d–2 Plan. 

31See paragraph 14 of the proposed 17d–2 Plan. 

The Commission notes that, as reflected in 

paragraph 14, Commission approval is required for 

any Party to terminate its participation in the Plan. 

32 15 U.S.C. 78q(d). 

33 17 CFR 200.30–3(a)(34). 

1 17 CFR 242.608. 

2See letter from Michael J. Simon, General 

Counsel, ISE, to Nancy M. Morris, Secretary, 

Commission, dated September 12, 2007 (‘‘ISE Letter 

1’’); and letter from Peter G. Armstrong, Managing 

Director, Options, NYSE Arca, to Nancy M. Morris, 

Secretary, Commission, dated September 14, 2007 

(‘‘NYSE Arca Letter 1’’). 

3See letter from Michael J. Simon, General 

Counsel, ISE, to Nancy M. Morris, Secretary, 

Commission, dated December 10, 2007; and letter 

from Peter G. Armstrong, Managing Director, 

Options, NYSE Arca, to Nancy M. Morris, Secretary, 

Commission, dated December 10, 2007. 

4Amendment No. 2 superseded Amendment No. 

1 and replaced it in its entirety. See letter from 

both NYSE and FINRA or NYSE Amex 

and FINRA. Accordingly, the Plan 

promotes efficiency by reducing costs to 

Common Members. Furthermore, 

because FINRA, NYSE, and NYSE Amex 

will coordinate their regulatory 

functions in accordance with the Plan, 

the Plan should promote investor 

protection and the public interest. 

In particular, the Commission notes 

that, under the proposed Plan, FINRA, 

NYSE, and NYSE Amex have allocated 

regulatory responsibility for Common 

Rules to the extent that such 

responsibilities involve member firm 

regulation. The Plan also sets forth those 

areas for which NYSE and NYSE Amex 

will retain regulatory responsibility, 

including: examinations of conduct or 

actions by a Common Member covered 

by NYSE-only or NYSE Amex-only rules 

and/or by related Federal laws or 

regulations; surveillance, investigation, 

and enforcement with respect to 

conduct or action relating to trading on 

or through the systems and facilities of 

NYSE or NYSE Amex and conduct 

otherwise covered by NYSE-only or 

NYSE Amex-only rules, as well as 

whether such conduct may constitute a 

violation of Federal laws or regulations; 

processing of applications for trading 

licenses or other membership in NYSE 

or NYSE Amex; and qualification and 

registration of member firm personnel to 

effect transactions or work on the floor 

of NYSE or NYSE Amex pursuant to 

such SRO’s rules.27

In addition, the proposed Plan 

provides that NYSE and NYSE Amex 

will retain regulatory responsibility for 

the application of any Common Rule as 

it pertains to matters other than member 

firm regulation, including matters 

relating to such SRO’s retained 

responsibilities as set forth in the Plan 

(the ‘‘Non-Exclusive Common Rules’’). 

The Non-Exclusive Common Rules are 

specifically annotated in the List of 

Common Rules and include those rules 

for which FINRA, NYSE, and NYSE 

Amex will each bear their respective 

regulatory responsibilities, consistent 

with the scope of the 17d–2 Plan. Such 

rules are ‘‘non-exclusive’’ in the sense 

that they may relate to member firm 

regulation (for which FINRA would 

assume regulatory responsibility) as 

well as matters other than member firm 

regulation (for which NYSE or NYSE 

Amex would retain regulatory 

responsibility). Accordingly, NYSE and 

NYSE Amex will each bear 

responsibility for the application of 

their Non-Exclusive Common Rules 

concerning their particular regulatory 

responsibilities. 

According to the Plan, whenever any 

Party seeks to make a change to any of 

its rules that are Common Rules, before 

filing a proposed rule change with the 

Commission, it will inform the other 

Parties of the intended change to 

determine whether the other Parties will 

propose a conforming change to its 

version of the Common Rule. If the 

Parties do not agree to propose 

conforming changes, the Parties agree to 

file with the Commission an 

amendment to the 17d–2 Plan to delete 

such rule from the list of Common 

Rules.28 Finally, the proposed Plan 

requires the Parties annually (or more 

frequently if required by changes in the 

rules of a Party) to confirm in writing 

the accuracy of the list of Common 

Rules.29 This provision ensures that the 

Parties keep the Common Rules up-todate vis-a`-vis the other Parties and 

should facilitate the ability of the Parties 

to accurately administer their 

responsibilities under the proposed Plan 

consistent with the scope of the Plan 

declared effective by the Commission 

herein. 

The proposed Plan also requires the 

Parties to share information on a 

number of matters, including, for 

example, financial and operational 

matters of Common Members, thirdparty complaints, and disciplinary 

actions.30 The Commission believes that 

the information-sharing provisions 

contained in the proposed Plan fosters 

cooperation and coordination among the 

Parties, thereby promoting investor 

protection and removing impediments 

to the development of a national market 

system. 

Finally, the Plan permits any Party to 

terminate the Plan at any time, subject 

to 180 days written notice to the other 

Parties and subject to Commission 

approval.31

V. Conclusion 

This Order gives effect to the Plan 

filed with the Commission in File No. 

4–587. The Parties shall notify all 

members affected by the Plan of their 

rights and obligations under the Plan. 

It is therefore ordered, pursuant to 

Section 17(d) of the Act,32 that the Plan, 

made by and among NYSE, NYSE 

Regulation, NYSE Amex, and FINRA, 

that is contained in File No. 4–587 and 

filed pursuant to Rule 17d–2, is hereby 

approved and declared effective. 

It is therefore ordered that NYSE and 

NYSE Amex are relieved of those 

responsibilities allocated to FINRA 

under the Plan in File No. 4–587. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–18762 Filed 8–5–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60405; File No. 4–546] 

Joint Industry Plan; Order Approving 

the National Market System Plan 

Relating to Options Order Protection 

and Locked/Crossed Markets 

Submitted by the Chicago Board 

Options Exchange, Incorporated, 

International Securities Exchange, 

LLC, The NASDAQ Stock Market LLC, 

NASDAQ OMX BX, Inc., NASDAQ OMX 

PHLX, Inc., NYSE Amex LLC, and 

NYSE Arca, Inc. 

July 30, 2009. 

I. Introduction 

The proposed Options Order 

Protection and Locked/Crossed Market 

Plan (‘‘Proposed Plan’’) was filed 

jointly, pursuant to Rule 608 of 

Regulation NMS under the Securities 

Exchange Act of 1934 (‘‘Act’’) 

(‘‘Regulation NMS’’) (‘‘Rule 608’’),1 by 

the International Securities Exchange, 

LLC (‘‘ISE’’) and NYSE Arca, Inc. 

(‘‘NYSE Arca’’) on September 13, 2007 

and September 18, 2007, respectively, 

with the Securities and Exchange 

Commission (‘‘Commission’’).2 On 

December 11, 2007, ISE and NYSE Arca 

separately filed Amendment No. 1 to the 

Proposed Plan.3 On April 24, 2008, and 

April 17, 2008, ISE and NYSE Arca, 

respectively, filed Amendment No. 2 to 

the Proposed Plan.4 On November 10, 


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