[Federal Register: April 13, 2010 (Volume 75, Number 70)]
[Notices]
[Page 18925-18929]
[DOCID:fr13ap10-100]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61853; File No. 4-596]

Program for Allocation of Regulatory Responsibilities Pursuant to
Rule 17d-2; Notice of Filing of Proposed Plan for the Allocation of
Regulatory Responsibilities Between the International Securities
Exchange, LLC and the Financial Industry Regulatory Authority, Inc.
Concerning Ballista Securities LLC

April 6, 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 March 19, 2010, the International Securities Exchange, LLC (``ISE'')
and the Financial Industry Regulatory Authority, Inc. (``FINRA'')
(together with the ISE, the ``Parties'') filed with the Securities and
Exchange Commission (``Commission'') a plan for the allocation of
regulatory responsibilities (the ``17d-2 Plan''). The Commission is
publishing this notice to solicit comments on the 17d-2 Plan from
interested persons.
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    \1\ 15 U.S.C. 78q(d).
    \2\ 17 CFR 240.17d-2.
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I. Introduction

    Section 19(g)(1) of the Act,\3\ among other things, requires every
self-regulatory organization (``SRO'') registered as either a national
securities exchange or national securities association to examine for,
and enforce compliance by, its members and persons associated with its
members with the Act, the rules and regulations thereunder, and the
SRO's own rules, unless the SRO is relieved of this responsibility
pursuant to Section 17(d) \4\ or Section 19(g)(2) \5\ of the Act.
Without this relief, the statutory obligation of each individual SRO
could result in a pattern of multiple examinations of broker-dealers
that maintain memberships in more than one SRO (``common members'').
Such regulatory duplication would add unnecessary expenses for common
members and their SROs.
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    \3\ 15 U.S.C. 78s(g)(1).
    \4\ 15 U.S.C. 78q(d).
    \5\ 15 U.S.C. 78s(g)(2).
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    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.
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    \6\ 15 U.S.C. 78q(d)(1).
    \7\ See Securities Act Amendments of 1975, Report of the Senate
Committee on Banking, Housing, and Urban Affairs to Accompany S.
249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975).
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    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.
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    \8\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
    \9\ See Securities Exchange Act Release No. 12352 (April 20,
1976), 41 FR 18808 (May 7, 1976).
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    To address regulatory duplication in these and other areas, the
Commission adopted Rule 17d-2 under the Act.\10\ Rule 17d-2 permits
SROs to propose joint plans for the allocation of regulatory
responsibilities with respect to their common members. Under paragraph
(c) of Rule 17d-2, the Commission may declare such a plan effective if,
after providing for notice and comment, it determines that the plan is
necessary or appropriate in the public interest and for the protection
of investors, to foster cooperation and coordination among the SROs, to
remove impediments to, and foster the development of, a national market
system and a national clearance and settlement system, and is in
conformity with the factors set forth in Section 17(d) of the Act.
Commission approval of a plan filed pursuant to Rule 17d-2 relieves an
SRO of those regulatory responsibilities allocated by the plan to
another SRO.
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    \10\ See Securities Exchange Act Release No. 12935 (October 28,
1976), 41 FR 49091 (November 8, 1976) (``Rule 17d-2 Adopting
Release'').

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II. Proposed Plan

    On June 5, 2009, ISE Holdings, Inc. (``ISE Holdings''), the parent
of ISE, entered into a Membership Purchase Agreement (``Purchase
Agreement'') with Optifreeze LLC, a Delaware Limited Liability Company
(``Optifreeze''). ISE Holdings acquired membership interests in
Optifreeze by contributing cash to the capital of Optifreeze. As a
result of the purchase, ISE Holdings has an 8.57% membership interest
in Optifreeze, which wholly owns and operates an Electronic Access
Member of the ISE, Ballista Securities LLC (``Ballista''). The
ownership interest of ISE Holdings in Ballista is subject to the
conditions set forth in the Commission's approval order relating to ISE
Holdings' purchase of Optifreeze.\11\
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    \11\ See Securities Exchange Act Release No. 60598 (September 1,
2009), 74 FR 46280 (September 8, 2009).
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    Recognizing that the Commission has previously expressed concern
regarding (1) the potential for conflicts of interest in instances
where an exchange is affiliated with one of its members, and (2) the
potential for informational advantages that could place an affiliated
member of an exchange at a competitive advantage vis-[agrave]-vis the
other non-affiliated members, the ISE submitted a proposed rule change
to amend ISE Rule 312 to permit the proposed affiliation subject to
several conditions and limitations, including that a condition that the
Exchange shall enter into a plan with a non-affiliated self-regulatory
organization to regulate and oversee the activities of Ballista,
pursuant to Rule 17d-2 under the Act.\12\
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    \12\ See Securities Exchange Act Release No. 60382 (July 24,
2009), 74 FR 38068 (July 30, 2009).
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    On March 19, 2010, the Parties submitted the proposed 17d-2 Plan to
the Commission. The text of the 17d-2 Plan delineates regulatory
responsibilities between the Parties, including responsibility for ISE
rules, with respect to Ballista, which is a common member. In
particular, under the 17d-2 Plan, FINRA would assume examination and
enforcement responsibility relating to compliance by Ballista and
persons associated therewith, with the rules of ISE that are
substantially similar to the rules of FINRA, as well as any provisions
of the Federal securities laws and the rules and regulations thereunder
delineated in the Exhibit 1 to the 17d-2 Plan (``Common Rules'').\13\
In addition, FINRA would assume regulatory responsibility, with respect
to Ballista, for other ISE rules that do not qualify as Common Rules.
Under the 17d-2 Plan, ISE would retain full responsibility for
surveillance, examination, investigation, and enforcement with respect
to trading activities or practices involving ISE's own marketplace;
registration pursuant to its unique rules (i.e., registration rules
that are not Common Rules); its duties as a Designated Examining
Authority pursuant to Rule 17d-1 under the Act; and any rules that are
not substantially similar to the rules of FINRA, except for ISE rules
for any ISE member that acts as an inbound router for the ISE and is a
member of the ISE and FINRA (``Inbound Router Member'').\14\ For
purposes of the proposed 17d-2 Plan, Ballista would qualify as an
Inbound Router Member. Accordingly, FINRA would be allocated regulatory
responsibility for Ballista.
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    \13\ See paragraph 2 of the 17d-2 plan.
    \14\ Apparent violations of such ISE rules by any Inbound Router
Member will be processed by, and enforcement proceedings will be
conducted by, FINRA. See paragraphs 2(d) and 5 of the 17d-2 Plan.
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    The text of the 17d-2 Plan is as follows:

Agreement Between Financial Industry Regulatory Authority, Inc. and
International Securities Exchange, LLC Pursuant to Rule 17d-2 Under the
Securities Exchange Act of 1934

    This Agreement, by and between the Financial Industry Regulatory
Authority, Inc. (``FINRA'') and the International Securities Exchange,
LLC (``ISE''), is made this 8th day of September, 2009 (the
``Agreement''), pursuant to Section 17(d) of the Securities Exchange
Act of 1934 (the ``Exchange Act'') and Rule 17d-2 thereunder which
permits agreements between self-regulatory organizations to allocate
regulatory responsibility to eliminate regulatory duplication. FINRA
and ISE may be referred to individually as a ``party'' and together as
the ``parties.''
    Whereas, International Securities Exchange Holdings, Inc. (``ISE
Holdings''), the parent company of ISE, maintains an ownership interest
in Optifreeze LLC (``Optifreeze''), the parent company of Ballista
Securities LLC (``Ballista'').
    Whereas, ISE desires to eliminate conflicts of interest that would
exist if ISE were to regulate Ballista, a member of ISE, which operates
a broker-dealer, which among other things, routes inbound orders to
ISE.
    Whereas, ISE and FINRA desire to reduce duplication in the
examination of their Dual Members (as defined herein); and
    Whereas, FINRA and ISE desire to execute an agreement covering such
subjects pursuant to the provisions of Rule 17d-2 under the Exchange
Act and to file such agreement with the Securities and Exchange
Commission (the ``SEC'' or ``Commission'') for its approval.
    Now, therefore, in consideration of the mutual covenants contained
hereinafter, FINRA and ISE hereby agree as follows:
    1. Definitions. Unless otherwise defined in this Agreement or the
context otherwise requires, the terms used in this Agreement shall have
the same meaning as they have under the Exchange Act and the rules and
regulations thereunder. As used in this Agreement, the following terms
shall have the following meanings:
    (a) ``ISE Rules'' or ``FINRA Rules'' shall mean the rules of the
ISE or FINRA, respectively, as the rules of an exchange or association
are defined in Exchange Act Section 3(a)(27).
    (b) ``Common Rules'' shall mean the ISE Rules that are
substantially similar to the applicable FINRA Rules and certain
provisions of the Exchange Act and SEC rules set forth on Exhibit 1 in
that examination for compliance with such rules would not require FINRA
to develop one or more new examination standards, modules, procedures,
or criteria in order to analyze the application of the rule, or a Dual
Member's activity, conduct, or output in relation to such rule;
provided, however, Common Rules shall not include the application of
the SEC, ISE or FINRA rules as they pertain to violations of insider
trading activities, which is covered by a separate 17d-2 Agreement by
and among the American Stock Exchange, LLC, BATS Exchange, Inc., Boston
Stock Exchange, Inc., CBOE Stock Exchange, LLC, Chicago Stock Exchange,
Inc., Financial Industry Regulatory Authority, Inc., International
Securities Exchange, LLC, The NASDAQ Stock Market LLC, National Stock
Exchange, Inc., New York Stock Exchange, LLC, NYSE Arca Inc., NYSE
Regulation, Inc., and Philadelphia Stock Exchange, Inc. approved by the
Commission on October 17, 2008, as may be amended from time to time.
    (c) ``Dual Members'' shall mean those ISE members that are also
members of FINRA and the associated persons therewith, but for purposes
of this Agreement is limited to Ballista and its associated persons.
    (d) ``Effective Date'' shall be the date this Agreement is approved
by the Commission.
    (e) ``Enforcement Responsibilities'' shall mean the conduct of
appropriate proceedings, in accordance with the FINRA Code of Procedure
(the Rule 9000 Series) and other applicable FINRA procedural rules, to
determine

whether violations of pertinent laws, rules or regulations have
occurred, and if such violations are deemed to have occurred, the
imposition of appropriate sanctions as specified under the FINRA's Code
of Procedure and sanction guidelines.
    (f) ``Regulatory Responsibilities'' shall mean the examination
responsibilities and Enforcement Responsibilities relating to
compliance by the Dual Members with the Common Rules and the provisions
of the Exchange Act and the rules and regulations thereunder, and other
applicable laws, rules and regulations, each as set forth on Exhibit 1
attached hereto.
    2. Regulatory and Enforcement Responsibilities. FINRA shall assume
Regulatory Responsibilities and Enforcement Responsibilities for
Ballista, which is a Dual Member. Attached as Exhibit 1 to this
Agreement and made part hereof, ISE furnished FINRA with a current list
of Common Rules and certified to FINRA that such rules are
substantially similar to the corresponding FINRA rule (the
``Certification''). FINRA hereby agrees that the rules listed in the
Certification are Common Rules as defined in this Agreement. Each year
following the Effective Date of this Agreement, or more frequently if
required by changes in either the rules of ISE or FINRA, ISE shall
submit an updated list of Common Rules to FINRA for review which shall
add ISE Rules not included in the current list of Common Rules that
qualify as Common Rules as defined in this Agreement; delete ISE Rules
included in the current list of Common Rules that no longer qualify as
Common Rules as defined in this Agreement; and confirm that the
remaining rules on the current list of Common Rules continue to be ISE
Rules that qualify as Common Rules as defined in this Agreement. Within
30 days of receipt of such updated list, FINRA shall confirm in writing
whether the rules listed in any updated list are Common Rules as
defined in this Agreement.
    Notwithstanding anything herein to the contrary, it is explicitly
understood that the term ``Regulatory Responsibilities'' does not
include, and ISE shall retain full responsibility for (unless otherwise
addressed by separate agreement or rule) (collectively, the ``Retained
Responsibilities'') the following:
    (a) Surveillance, examination, investigation and enforcement with
respect to trading activities or practices involving ISE's own
marketplace, including without limitation ISE's rules relating to the
rights and obligations of market makers;
    (b) Registration pursuant to its applicable rules of associated
persons (i.e., registration rules that are not Common Rules);
    (c) Discharge of its duties and obligations as a Designated
Examining Authority pursuant to Rule 17d-1 under the Exchange Act; and
    (d) Any ISE Rules that are not Common Rules, except for ISE Rules
for any ISE member that acts as an inbound router for the ISE and is a
member of the ISE and FINRA (``Inbound Router Member'') as provided in
paragraph 5. As of the date of this Agreement, Direct Edge ECN LLC and
Ballista are the only Inbound Router Members.
    3. No Charge. There shall be no charge to ISE by FINRA for
performing the Regulatory Responsibilities and Enforcement
Responsibilities under this Agreement except as hereinafter provided.
FINRA shall provide ISE with ninety (90) days advance written notice in
the event FINRA decides to impose any charges to ISE for performing the
Regulatory Responsibilities under this Agreement. If FINRA determines
to impose a charge, ISE shall have the right at the time of the
imposition of such charge to terminate this Agreement; provided,
however, that FINRA's Regulatory Responsibilities under this Agreement
shall continue until the Commission approves the termination of this
Agreement.
    4. Reassignment of Regulatory Responsibilities. Notwithstanding any
provision hereof, this Agreement shall be subject to any statute, or
any rule or order of the Commission, or industry agreement,
restructuring the regulatory framework of the securities industry or
reassigning Regulatory Responsibilities between self-regulatory
organizations. To the extent such action is inconsistent with this
Agreement, such action shall supersede the provisions hereof to the
extent necessary for them to be properly effectuated and the provisions
hereof in that respect shall be null and void.
    5. Notification of Violations.
    (a) In the event that FINRA becomes aware of apparent violations of
any ISE Rules, which are not listed as Common Rules, discovered
pursuant to the performance of the Regulatory Responsibilities assumed
hereunder, FINRA shall notify ISE of those apparent violations for such
response as ISE deems appropriate. With respect to apparent violations
of any ISE Rules by any Inbound Router Members, FINRA shall not make
referrals to ISE pursuant to this paragraph 5. Such apparent violations
shall be processed by, and enforcement proceedings in respect thereto
will be conducted by, FINRA as provided in this Agreement.
    (b) In the event that ISE becomes aware of apparent violations of
any Common Rules, discovered pursuant to the performance of the
Retained Responsibilities, ISE shall notify FINRA of those apparent
violations and such matters shall be handled by FINRA as provided in
this Agreement.
    (c) Apparent violations of Common Rules, FINRA Rules, Federal
securities laws, and rules and regulations thereunder, shall be
processed by, and enforcement proceedings in respect thereto shall be
conducted by FINRA as provided hereinbefore; provided, however, that in
the event a Dual Member is the subject of an investigation relating to
a transaction on ISE, ISE may in its discretion assume concurrent
jurisdiction and responsibility.
    (d) Each party agrees to make available promptly all files, records
and witnesses necessary to assist the other in its investigation or
proceedings.
    6. Continued Assistance.
    (a) FINRA shall make available to ISE all information obtained by
FINRA in the performance by it of the Regulatory Responsibilities
hereunder in respect to the Inbound Router Members subject to this
Agreement. In particular, and not in limitation of the foregoing, FINRA
shall furnish ISE any information it obtains about Inbound Router
Members which reflects adversely on their financial condition. ISE
shall make available to FINRA any information coming to its attention
that reflects adversely on the financial condition of Inbound Router
Members or indicates possible violations of applicable laws, rules or
regulations by such firms.
    (b) The parties agree that documents or information shared shall be
held in confidence, and used only for the purposes of carrying out
their respective regulatory obligations. Neither party shall assert
regulatory or other privileges as against the other with respect to
documents or information that is required to be shared pursuant to this
Agreement.
    (c) The sharing of documents or information between the parties
pursuant to this Agreement shall not be deemed a waiver as against
third parties of regulatory or other privileges relating to the
discovery of documents or information.
    7. Statutory Disqualifications. When FINRA becomes aware of a
statutory disqualification as defined in the Exchange Act with respect
to a Inbound Router Member, FINRA shall determine pursuant to Sections
15A(g) and/or Section 6(c) of the Exchange Act the acceptability or
continued applicability of the person to whom such

disqualification applies and keep ISE advised of its actions in this
regard for such subsequent proceedings as ISE may initiate.
    8. Branch Office Information. FINRA shall also be responsible for
processing and, if required, acting upon all requests for the opening,
address changes, and terminations of branch offices by Inbound Router
Members and any other applications required of Inbound Router Members
with respect to the Common Rules as they may be amended from time to
time. Upon request, FINRA shall advise ISE of the opening, address
change and termination of branch and main offices of Inbound Router
Members and the names of such branch office managers.
    9. Customer Complaints. ISE shall forward to FINRA copies of all
customer complaints involving Inbound Router Members received by ISE
relating to FINRA's Regulatory Responsibilities under this Agreement.
It shall be FINRA's responsibility to review and take appropriate
action in respect to such complaints.
    10. Advertising. FINRA shall assume responsibility to review the
advertising of Inbound Router Members subject to the Agreement,
provided that such material is filed with FINRA in accordance with
FINRA's filing procedures and is accompanied with any applicable filing
fees set forth in FINRA Rules. Such review shall be made in accordance
with then applicable FINRA Rules and interpretations. The advertising
of Inbound Router Members shall be subject only to compliance with
appropriate FINRA Rules and interpretations.
    11. No Restrictions on Regulatory Action. Nothing contained in this
Agreement shall restrict or in any way encumber the right of either
party to conduct its own independent or concurrent investigation,
examination or enforcement proceeding of or against Inbound Router
Members, as either party, in its sole discretion, shall deem
appropriate or necessary.
    12. Termination. This Agreement shall terminate on the earlier of
(a) the date on which ISE Holdings, the parent company of ISE, ceases
to maintain an ownership interest in Optifreeze, or (b) the date on
which the Commission approves termination of this Agreement after one
(1) year's written notice by ISE or FINRA to the other party or such
shorter period as may be agreed to by the parties, except as provided
in paragraph 3.
    13. Arbitration. In the event of a dispute between the parties as
to the operation of this Agreement, ISE and FINRA hereby agree that any
such dispute shall be settled by arbitration in Washington, DC in
accordance with the rules of the American Arbitration Association then
in effect, or such other procedures as the parties may mutually agree
upon. Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction. Each party acknowledges that
the timely and complete performance of its obligations pursuant to this
Agreement is critical to the business and operations of the other
party. In the event of a dispute between the parties, the parties shall
continue to perform their respective obligations under this Agreement
in good faith during the resolution of such dispute unless and until
this Agreement is terminated in accordance with its provisions. Nothing
in this Section 14 shall interfere with a party's right to terminate
this Agreement as set forth herein.
    14. Separate Agreement. This Agreement is wholly separate from the
Agreements made pursuant to Rule 17d-2 of the Securities Exchange Act
of 1934 between Financial Industry Regulatory Authority, Inc. and the
International Securities Exchange LLC entered into on December 20, 2006
and on November 21, 2008, and as may be amended from time to time.
    15. Amendment. This Agreement may be amended in writing duly
approved by each party. All such amendments must be filed with and
approved by the Commission before they become effective.
    16. Limitation of Liability. Neither FINRA nor ISE nor any of their
respective directors, governors, officers or employees shall be liable
to the other party to this Agreement for any liability, loss or damage
resulting from or claimed to have resulted from any delays,
inaccuracies, errors or omissions with respect to the provision of
Regulatory Responsibilities as provided hereby or for the failure to
provide any such responsibility, except with respect to such liability,
loss or damages as shall have been suffered by one or the other of
FINRA or ISE and caused by the willful misconduct of the other party or
their respective directors, governors, officers or employees. No
warranties, express or implied, are made by FINRA or ISE with respect
to any of the responsibilities to be performed by each of them
hereunder.
    17. Relief From Responsibility. Pursuant to Sections 17(d)(1)(A)
and 19(g) of the Exchange Act and Rule 17d-2 thereunder, FINRA and ISE
join in requesting the Commission, upon its approval of this Agreement
or any part thereof, to relieve ISE of any and all responsibilities
with respect to matters allocated to FINRA pursuant to this Agreement;
provided, however, that this Agreement shall not be effective until the
Effective Date.
    18. 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.
    19. 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 one and the same instrument.

Exhibit 1

ISE Rules Certification for 17d-2 Agreement with FINRA

    ISE hereby certifies that the requirements contained in the ISE
Rules listed below are identical to, or substantially similar to, the
comparable FINRA (NASD) Rule, Exchange Act provision or SEC rule
identified (``Common Rules'').

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              ISE rule(s)                  FINRA (NASD) or SEC section
------------------------------------------------------------------------
408(a)(1). Prevention of the Misuse of   Section 15(f) of the Securities
 Material, Nonpublic Information.         Exchange Act of 1934.
409. Disciplinary Action...............  NASD Rule 3070(a)(1) and (10)
                                          Reporting Requirements.
604. Continuing Education for            NASD Rule 1120 Continuing
 Registered Persons.                      Education Requirements.
622. Transfer of Accounts..............  NASD Rule 11870 Customer
                                          Account Transfer Contracts.
624. Broker's Blanket Bonds............  NASD Rule 3020 Fidelity Bonds
                                          \1\.
626. Telephone Solicitation............  NASD Rule 2212 Telemarketing.
1400. Maintenance, Retention, and        NASD Rule 3110(a) Books and
 Furnishing of Books, Records and Other   Records--Requirements.
 Information.

2114. Doing Business with the Public     NASD Rules 2310 Recommendations
 \2\.                                     to Customers (Suitability);
                                          2320 Best Execution and
                                          Interpositioning; 2330
                                          Customers' Securities or
                                          Funds; 2340 Customer Account
                                          Statements; 2341 Margin
                                          Disclosure Statement; 2350
                                          Broker/Dealer Conduct on the
                                          Premises of Financial
                                          Institutions; 2360 Approval
                                          Procedures for Day-Trading
                                          Accounts; 2361 Day-Trading
                                          Risk Disclosure Statement;
                                          2370 Borrowing From or Lending
                                          to Customers.
------------------------------------------------------------------------
\1\ FINRA shall have Regulatory Responsibilities for Dual Members to the
  extent that a Dual Member is, and remains, a member of SIPC.
\2\ In connection with the approval of ISE Rule 2114, the Commission
  noted that since ISE is requiring Equity EAMs that do business with
  the public to become members of NASD (n/k/a FINRA), those ISE members
  are required to comply with FINRA (NASD) rules that govern the
  practice of members when doing business with the public. The
  Commission noted that, among other things, these members would be
  obligated to comply with these listed FINRA (NASD) Rules. See Exchange
  Act Release No. 54401 (September 1, 2006), 71 FR 53483 (September 11,
  2006) (Order Granting Accelerated Approval of SR-ISE-2006-53).

* * * * *

III. Date of Effectiveness of the Proposed Plan and Timing for
Commission Action

    Pursuant to Section 17(d)(1) of the Act \15\ and Rule 17d-2
thereunder,\16\ after April 28, 2010, the Commission may, by written
notice, declare the plan submitted by ISE and FINRA, File No. 4-596, 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.
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    \15\ 15 U.S.C. 78q(d)(1).
    \16\ 17 CFR 240.17d-2.
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IV. Solicitation of Comments

    In order to assist the Commission in determining whether to approve
the 17d-2 Plan and to relieve ISE 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:
    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File No. 4-596 on the subject line.

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 No. 4-596. 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/sro.shtml).
Copies of the submission,\17\ all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change 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, 100 F Street, NE., Washington,
DC 20549, 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 ISE and FINRA. 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 No. 4-596 and should be submitted on
or before April 28, 2010.
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    \17\ The text of the proposed rule change is available on the
Commission's Web site at http://www.sec.gov.
    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-8350 Filed 4-12-10; 8:45 am]
BILLING CODE 8011-01-P