[Federal Register: August 1, 2007 (Volume 72, Number 147)]
[Notices]
[Page 42146-42155]
[DOCID:fr01au07-120]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56148; File No. 4-544]

Program for Allocation of Regulatory Responsibilities Pursuant to
Rule 17d-2; Notice of Filing and Order Approving and Declaring
Effective a Plan for the Allocation of Regulatory Responsibilities
Between the National Association of Securities Dealers, Inc., New York
Stock Exchange, LLC, and NYSE Regulation, Inc.

July 26, 2007.
    Notice is hereby given that the Securities and Exchange Commission
(``SEC'' or ``Commission'') has issued an Order, pursuant to Sections
17(d) and 11A(a)(3)(B) \1\ of the Securities Exchange Act of 1934
(``Act''), approving and declaring effective a plan for the allocation
of regulatory responsibilities (``17d-2 Plan'' or ``Plan'') that was
filed pursuant to Rule 17d-2 under the Act,\2\ by the National
Association of Securities Dealers, Inc. (``NASD''), the New York Stock
Exchange LLC (``NYSE''), and NYSE Regulation, Inc. (``NYSE
Regulation'') (collectively, the ``Parties'').
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    \1\ 15 U.S.C. 78q(d) and 15 U.S.C. 78k-1(a)(3)(B), respectively.
    \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 registered 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 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) (adopting Rule 17d-1).
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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
it determines that the plan is necessary or appropriate in the public
interest and for the protection of investors, fosters cooperation and
coordination among the SROs, removes impediments to, and fosters 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) (adopting Rule 17d-2).
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II. The Proposed Plan

A. The Transaction

    In November 2006, NASD and NYSE Group, Inc. (``NYSE Group'') \11\
announced their plan to consolidate their member regulation operations
into a single organization that would provide member firm regulation
for securities firms that conduct business with the public in the
United States (the ``Transaction'').\12\ Pursuant to the Transaction,
the member firm regulation and enforcement functions and employees from
NYSE Regulation would be transferred to NASD,\13\ and the expanded NASD
would adopt a new corporate name--the Financial Industry Regulatory
Authority (``FINRA'').\14\ The consolidation is intended to streamline
the broker-dealer regulatory system, combine technologies, and permit
the establishment of a single set of rules and a single set of
examiners with complementary areas of expertise within a single
SRO.\15\
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    \11\ NYSE Group recently combined with Euronext N.V.
(``Euronext'') to form a single, publicly traded holding company
named NYSE Euronext. NYSE Group and Euronext became separate
subsidiaries of NYSE Euronext. The corporate structure for the
businesses of NYSE Group (including the businesses of the NYSE LLC
and NYSE Arca, Inc., a registered national securities exchange)
remained unchanged following the combination. Specifically, NYSE LLC
remains a wholly-owned subsidiary of NYSE Group. NYSE Market remains
a wholly-owned subsidiary of the NYSE LLC and conducts NYSE LLC's
business. NYSE Regulation remains a wholly-owned subsidiary of NYSE
LLC and performs the regulatory responsibilities for NYSE LLC
pursuant to a delegation agreement with NYSE LLC and many of the
regulatory functions of NYSE Arca pursuant to a services agreement
with NYSE Arca. See Securities Exchange Act Release No. 55293
(February 14, 2007), 72 FR 8033 (February 22, 2007) (SR-NYSE-2006-
120).
    \12\ Currently, both NASD and NYSE Regulation oversee the
activities of U.S.-based broker-dealers doing business with the
public, approximately 170 of which are members of both
organizations.
    \13\ Following the closing of the Transaction, NYSE Regulation
will continue to oversee market surveillance and listed company
compliance at the NYSE and NYSE Arca.
    \14\ The closing of the Transaction and the consolidation of the
member firm regulatory functions of the NASD and NYSE Regulation are
subject to the execution of definitive agreements between NASD and
NYSE Group, the Commission's approval of certain proposed rule
changes, and certain other additional regulatory approvals.
    \15\ See Securities Exchange Act Release No. 55495 (March 20,
2007), 72 FR 14149 (March 26, 2007) (SR-NASD-2007-023) (proposing to
amend the By-Laws of NASD to implement governance and related
changes to accommodate the consolidation of the member firm
regulatory functions of NASD and NYSE Regulation) (``By-Law
Amendments Filing'').
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    To effectuate the consolidation, NASD has submitted a proposed rule
change to incorporate into FINRA's rulebook certain existing NYSE rules
that pertain to the regulation of member firm conduct (the
``Incorporated NYSE Rules'').\16\ The Incorporated NYSE Rules will
apply to members of FINRA that are also members of NYSE on or after the
date of the closing of the Transaction (such common members are
referred to as ``Dual Members'').\17\ Consequently, to relieve NYSE of
its responsibility to examine for, and enforce compliance with, the
applicable NYSE rules, the Parties have entered into a joint plan for
the allocation of regulatory responsibilities with respect to Dual
Members, as discussed below.
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    \16\ See File No. SR-NASD-2007-054 (``Incorporation Filing'').
The list of Incorporated NYSE Rules is set forth in Exhibit 5 of SR-
NASD-2007-054.
    \17\ See id. See also Proposed 17d-2 Plan (defining Dual Members
as broker-dealer firms that are members of both the NYSE and FINRA
on or after the closing date of the Transaction).
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    Subsequent to the closing of the Transaction, FINRA intends to
begin the process of consolidating its rule set applicable to member
firms by reducing to one the two sets of rules (i.e., NASD rules and
the Incorporated NYSE Rules) that are currently applicable to Dual
Members.\18\
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    \18\ FINRA's efforts to reduce regulatory duplication in this
regard with respect to Dual Members by consolidating the two
separate rule sets will constitute a proposed rule change and will
be subject to Commission approval.
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B. The Proposed Plan

    On July 26, 2007, the Parties submitted the proposed 17d-2 Plan in
connection with the proposed consolidation of the member regulation
operations of NASD and NYSE Group. The Plan would reduce regulatory
duplication for firms that are Dual Members by allocating certain
regulatory responsibilities for selected NYSE rules from NYSE
Regulation to FINRA.\19\ Specifically, the Plan includes a list of all
of those rules (the ``Common Rules,'' which are listed on the ``List of
Common Rules'' attached as Exhibit 1 to the Plan) for which FINRA would
assume examination, enforcement, and surveillance responsibilities
under the Plan relating to compliance by Dual Members to the extent
that such responsibilities involve member firm regulation.\20\ The NYSE
rules on the List

of Common Rules are the same rules that are proposed by NASD to be
incorporated into the FINRA rulebook, so that such rules will be common
rules of both FINRA and NYSE for purposes of the 17d-2 Plan.\21\
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    \19\ See Incorporation Filing, supra note 16; see also paragraph
2(a) of the proposed 17d-2 Plan.
    \20\ See Paragraph 1(a) of the proposed 17d-2 Plan.
    \21\ See Paragraph 2(a) of the proposed 17d-Plan.
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    Under the Plan, NYSE would retain full responsibility for: (i)
Examinations of Dual Member conduct covered by NYSE rules that are not
Common Rules (``NYSE-only Rules'') and/or by federal laws or
regulations; (ii) surveillance, investigation, and enforcement with
respect to conduct relating to trading on or through the systems and
facilities of NYSE and conduct otherwise covered by NYSE-only Rules, as
well as surveillance, investigation, and enforcement with respect to
whether such conduct may constitute a violation of federal laws or
regulations; (iii) processing of applications for trading licenses or
other indicia of membership in NYSE; (iv) qualification and
registration of firm personnel to effect transactions or work on the
floor of NYSE pursuant to NYSE's applicable qualification and
registration rules; and (v) the application of any Common Rule as it
pertains to matters other than member firm regulation, including
matters relating to the NYSE's exclusive responsibility for the
aforementioned areas (the ``Non-Exclusive Common Rules'').\22\
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    \22\ See Paragraphs 2(d)(i)-(v) of the proposed 17d-2 Plan; see
also infra text accompanying notes 29-30 (discussing the Non-
Exclusive Common Rules).
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    The text of the proposed 17d-2 Plan and the Exhibits thereto are as
follows:

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

    This Agreement, between and among National Association of
Securities Dealers, Inc., a Delaware nonstock membership corporation
(``NASD''), New York Stock Exchange, LLC., a New York limited liability
company (the ``NYSE''), and NYSE Regulation, Inc., a New York not-for-
profit corporation and an indirectly wholly-owned subsidiary of NYSE
Group, Inc. (``NYSE Regulation''), is made this 26th day of July, 2007,
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.
    Whereas, NYSE Group, Inc., a Delaware corporation and direct
wholly-owned subsidiary of NYSE Euronext (``NYSE Group''), NYSE
Regulation and NASD intend to enter into an Asset Purchase Agreement
(the ``Purchase Agreement''), pursuant to which (i) NYSE Regulation
will agree to transfer to NASD and NASD will agree to assume from NYSE
Regulation, approximately 470 employees and related expenses and
revenues from the following functions or groups of NYSE Regulation: (1)
Member firm regulation (including testing, continuing education and
registration); (2) risk assessment; (3) arbitration; and (4)
enforcement (except for the portion thereof that handles cases related
to market surveillance and NYSE-only Rules (as defined herein) and/or
related federal laws or regulations), and (ii) NASD will operate under
a new name, Financial Industry Regulatory Authority, Inc. (``FINRA'');
and
    Whereas, in connection with the transactions contemplated by the
Purchase Agreement (collectively, the ``Transaction''), the parties
seek to reduce duplication in the regulation of broker-dealer firms
that are members of both the NYSE and FINRA on or after the Effective
Date, as defined herein, (``Dual Members'') and in the filing and
processing of certain registration and membership records; and
    Whereas, the parties intend that FINRA will perform various
functions formerly performed by NYSE Regulation; and
    Whereas, FINRA will perform certain of these functions pursuant to
a Regulatory Services Agreement to be entered into between and among
the parties, and will perform certain of these functions pursuant to
this Agreement among the parties in conformity with the requirements of
Section 17(d) of the Act and Rule 17d-2 promulgated thereunder; and
    Whereas, the parties 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 parties hereby agree as follows:
    1. Assumption of Regulatory Responsibilities.
    (a) On the Effective Date, which shall be the closing date of the
Transaction, provided that the Commission has approved this Agreement
as of such closing date, FINRA will assume regulatory responsibilities
for all Dual 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''). This Agreement
shall not become effective if the Transaction does not close.
    (b) FINRA shall not charge NYSE 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) Prior to the Effective Date, NASD shall submit a filing to the
Commission adopting, as of the Effective Date, those NYSE rules listed
in Exhibit 1 by incorporating into the FINRA rulebook in their entirety
such NYSE rules in effect as of the Effective Date so that as of the
Effective Date, the rules shall be Common Rules of both FINRA and the
NYSE for purposes of this Agreement, Section 17(d) of the Act and Rule
17d-2 promulgated thereunder.
    (b) Whenever either NYSE or FINRA 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 party to determine whether the other
party will agree to promptly propose a conforming change to its version
of the Common Rule. In the event the parties do not agree to propose
conforming changes, the parties 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 or FINRA, as the case may be.
    (c) 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 as then-existing NYSE Rule incorporated by FINRA and
applicable to Dual Members will be substantially different from the
then-existing NYSE Rule. In such case, pursuant to paragraph 2(b)
above, NYSE would need to seek and obtain approval from the Commission
to amend its corresponding Rule to conform to the new FINRA Rule.

    (d) Notwithstanding anything contained in this Agreement to the
contrary, NYSE shall retain regulatory responsibility for the following
(collectively, the ``Retained Responsibilities''):
    (i) Examinations of conduct or action by a Dual 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 Dual 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 Dual
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 (i)-(iv) above (the ``Non-Exclusive Common
Rules''). The parties have identified the Non-Exclusive 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.
    3. Violations. (a) Should FINRA become aware of potential
violations of the NYSE-only Rules, discovered pursuant to the
performance of the Regulatory Responsibilities assumed hereunder, FINRA
will promptly notify the NYSE of those potential violations, and such
matters will be handled by NYSE.
    (b) Should NYSE become aware of potential violations of Common
Rules, discovered pursuant to the performance of the Retained
Responsibilities, NYSE 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) Dual 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 Dual Member and any individual associated
with such Dual Member required to be approved by the rules of NYSE 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 of the qualifications and registration status of the
Applicant required to be approved pursuant to the rules of NYSE and
FINRA. The NYSE reserves the right to require additional qualifications
or registrations prior to approving an Applicant as a member of the
NYSE, pursuant to the process described in NYSE rules.
    (b) FINRA shall promptly advise NYSE of information regarding
changes in status of any person required to be approved pursuant to the
rules of NYSE and FINRA that relates to a statutory disqualification,
involuntary termination from employment or any other submission made to
FINRA pursuant to NYSE Rule 351(a)-(c). The NYSE reserves the right to
disqualify a member pursuant to the process described in NYSE rules.
    (c) Dual 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 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 Dual Member or
person associated with a Dual 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 membership or
participation, or association of a person with an NYSE member. FINRA
shall advise NYSE in writing of its actions in this regard. NYSE shall,
within 30 days of receiving such information from FINRA, determine
whether to permit a Dual Member that has been determined to be
statutorily disqualified by FINRA from becoming or remaining an NYSE
member or a participant, or a person associated with a member. NYSE
will advise FINRA of its decision. NYSE will reimburse FINRA for
reasonable expenses incurred in notifying NYSE 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 Dual Members and any other
applications required of Dual Members under the Common Rules.
    5. Information Sharing. The parties agree to share information as
follows:
    (a) General.
    (i) FINRA shall promptly furnish to the NYSE any information that
FINRA determines indicates possible financial or operational problems
that may affect the continued ability of any Dual Member to conduct
business.
    (ii) NYSE shall promptly furnish to FINRA any information that the
NYSE determines indicates possible financial or operational problems
that may affect the continued ability of any Dual Member to conduct
business.
    (b) Reports and Other Documents.
    (i) FINRA shall upon request promptly make available to the NYSE at
no cost any existing financial, operational, or related report filed
with FINRA by a Dual 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 parties by the
Dual Member, or other documents in the possession of FINRA relating to
the Dual Member as necessary to assist the NYSE in fulfilling the
Retained Responsibilities.
    (ii) NYSE shall upon request promptly make available to FINRA at no
cost 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 parties by the Dual Member, or other
documents in the possession of NYSE relating to the Dual Member as
necessary to assist FINRA in fulfilling the self-regulatory
responsibilities, obligations, and functions allocated to it under this
Agreement.
    (c) Third-party Complaints.
    (i) If FINRA receives a copy of a complaint from any third-party or
any report from a Dual Member pursuant to NYSE Rule 351, as
incorporated by FINRA, relating to possible violations by a Dual Member
or persons associated with a Dual Member that is not within the
Regulatory Responsibilities of

FINRA and is within the Retained Responsibilities of the NYSE, FINRA
shall promptly forward to the NYSE copies of such complaints, and NYSE
shall have responsibility to review and take any appropriate action
with respect to such complaint.
    (ii) If NYSE receives a copy of a complaint from any third-party
relating to a Dual Member's activity or conduct that is within the
Regulatory Responsibilities of FINRA or is otherwise within the scope
of FINRA's regulatory jurisdiction, the NYSE shall promptly forward to
FINRA copies of such complaints, and FINRA shall have responsibility to
review and take any appropriate action with respect to such complaint.
    (d) Information on Formal and Informal Discipline.
    (i) FINRA shall promptly make available to the NYSE information on
(1) Formal disciplinary actions taken by FINRA involving a Dual Member
or persons associated with a Dual Member; and (2) informal disciplinary
actions taken by FINRA involving a Dual Member and such individuals
identified to FINRA by NYSE that are employed by a Dual Member and who
have been designated to effect transactions on the Floor of the NYSE or
to work as Floor employees on the Floor of the NYSE, or to supervise
such employees. For purposes of this paragraph (d)(i), informal
disciplinary actions shall mean Letters of Caution.
    (ii) The NYSE shall promptly make available to FINRA information on
(1) formal disciplinary actions taken by NYSE involving a Dual Member
or persons associated with a Dual Member; and (2) informal disciplinary
actions taken by NYSE involving a Dual Member. For purposes of this
paragraph (d)(ii), informal disciplinary actions shall mean Letters of
Education, Letters of Admonition, and Summary Fines.
    (e) Parties to Make Personnel Available as Witnesses.
    (i) FINRA shall make its personnel available to the NYSE to serve
as testimonial or non-testimonial witnesses as necessary to assist the
NYSE in fulfilling the self-regulatory responsibilities retained by it
under this Agreement. NYSE shall pay all reasonable travel and other
out-of-pocket expenses incurred by FINRA's employees to the extent that
the NYSE requires such employees to serve as a witness, and provide
information or other assistance pursuant to this Agreement.
    (ii) The NYSE shall make its personnel available to FINRA to serve
as testimonial or non-testimonial witnesses as necessary to assist
FINRA in fulfilling the Regulatory Responsibilities. FINRA shall pay
all reasonable travel and other out-of-pocket expenses incurred by
NYSE's employees to the extent that FINRA requires such employees to
serve as a witness, and provide information or other assistance
pursuant to this Agreement.
    (f) Confidentiality. The parties agree that documents or
information shared shall be held in confidence, and used only for the
purposes of carrying out their respective regulatory obligations.
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.
    (g) No Waiver of Privilege. The sharing of documents or information
between the parties pursuant to this Agreement shall not be deemed a
waiver as against third parties of regulatory or other privileges
relating to the discovery of documents or information.
    (h) Periodic Meetings. The parties agree that they shall conduct
regular joint meetings between them for the purposes of reporting on
the conduct of the Regulatory Responsibilities and current
investigations involving significant rule violations by a Dual Member,
and identifying issues or concerns with respect to the regulation of
Dual Members.
    6. Arbitration of Disputes Under This Agreement.
    (a) Regulatory Services Manager. NYSE and NASD 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 day-to-day management of the services and
activities contemplated by this Agreement. On reasonable prior written
notice to the other, NYSE and FINRA 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 party, then the parties 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, NYSE and
FINRA shall each have the right to replace its respective Senior
Officer with an officer with comparable rank, knowledge, expertise and
decision-making authority. If the Senior Officers are unable to resolve
the dispute amicably within 30 days, the dispute will be resolved by
binding arbitration between the parties as provided herein. Arbitration
shall be conducted by a single arbitrator agreed upon by the parties in
accordance with the arbitration rules of the American Arbitration
Association (the ``AAA''); provided, that, if the parties 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 party shall pay its own costs
for the arbitration, with the cost of the arbitrator to be equally
divided between the parties; provided, that the arbitrator may, in his
or her discretion, award reasonable attorneys' fees and expenses to the
prevailing party. The arbitrator will have no authority to award
punitive damages or any other damages not measured by the prevailing
party'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 party or the arbitrator may disclose the
existence, content, or results of any arbitration hereunder without the
prior written consent of the other parties, 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 party commencing any arbitration in connection
with any dispute arising hereunder. A party'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 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 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 party'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 either
party to conduct its own independent or concurrent investigation,
examination or enforcement proceeding of or against Dual Members, as
either party, in its sole discretion, shall deem appropriate or
necessary.
    8. Limitation of Liability. None of the parties nor any of their
respective directors, governors, officers, employees, affiliates or
agents shall be liable to any other party or such party'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 party or its directors, governors, officers,
employees, affiliates or agents. The parties 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 party to any other party with respect to any
of the obligations to be performed by the parties hereunder.
    9. Commission Approval. (a) The parties agree to file promptly this
Agreement with the Commission for its review and approval. This
Agreement shall be effective upon approval of the Commission,
contingent upon the closing of the Transaction.
    (b) If approved by the Commission, FINRA will notify Dual Members
of the general terms of the Agreement and its impact on such members.
The notice will be sent on behalf of both parties and, prior to being
sent, NYSE 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, or industry
agreement, restructuring the regulatory framework of the securities
industry or reassigning regulatory responsibilities between self-
regulatory organizations. To the extent such statute, rule, order or
agreement is inconsistent with one or more provisions of this
Agreement, such statute, rule, order or agreement 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
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 party. All such amendments must be filed with and
approved by the Commission before they become effective.
    14. Termination. This Agreement may be terminated by NYSE or FINRA
at any time upon the approval of the Commission after 180 days written
notice to the other party.
    15. General. The parties 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 party or (ii)
constructive receipt (as of the date marked on the return receipt) if
sent by certified or registered mail, return receipt requested, to the
following addresses:
    (a) If to NYSE Regulation: NYSE Regulation, Inc., 20 Broad Street,
New York, New York 10005. Telephone:<PHONE_NUMBER>, 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:<PHONE_NUMBER>,
Facsimile:<PHONE_NUMBER>, 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:<PHONE_NUMBER>, 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, NASD and the NYSE
jointly request the SEC, upon its approval of this Agreement, to
relieve the NYSE of any and all responsibilities with respect to the
matters allocated to NASD or 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 parties 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, and
any termination of this Agreement shall survive and continue.
    20. Prior Agreements. This Agreement is wholly separate from the
multiparty Agreement made pursuant to Rule 17d-2 of the Exchange Act
between 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 December 1, 2006, 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 parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized,
as of the date first written above.

National Association of Securities Dealers, Inc.
By:--------------------------------------------------------------------
     Name:
     Title:

New York Stock Exchange, LLC.
By:--------------------------------------------------------------------
     Name:
     Title:

    NYSE Regulation, Inc.
By:--------------------------------------------------------------------
     Name:
     Title:

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 shall
retain regulatory responsibility for these rules insofar as necessary
to discharge its Retained Responsibilities.

------------------------------------------------------------------------
               NYSE Rule                            FINRA Rule
------------------------------------------------------------------------
*Rule 1 ``The Exchange''...............  NYSE Rule 1 ``The Exchange.''
*Rule 2 ``Member,'' ``Membership,''      NYSE Rule 2 ``Member,''
 ``Member Firm,'' etc..                   ``Membership,'' ``Member
                                          Firm,'' etc.
*Rule 2A ``Jurisdiction''..............  NYSE Rule 2A ``Jurisdiction.''
*Rule 2B No Affiliation between          NYSE Rule 2B No Affiliation
 Exchange and any Member Organization.    between Exchange and any
                                          Member Organization.
*Rule 3 ``Security''...................  NYSE Rule 3 ``Security.''
*Rule 4 ``Stock''......................  NYSE Rule 4 ``Stock.''
*Rule 5 ``Bond''.......................  NYSE Rule 5 ``Bond.''
*Rule 6 ``Floor''......................  NYSE Rule 6 ``Floor.''
*Rule 8 ``Delivery''...................  NYSE Rule 8 ``Delivery.''
*Rule 9 ``Branch Office Manager''......  NYSE Rule 9 ``Branch Office
                                          Manager.''
*Rule 10 ``Registered Representative''.  NYSE Rule 10 ``Registered
                                          Representative.''
*Rule 11 Effect of Definitions.........  NYSE Rule 11 Effect of
                                          Definitions.
*Rule 12 ``Business Day''..............  NYSE Rule 12 ``Business Day.''
*Rule 134 Differences and Omissions--    NYSE Rule 134 Differences and
 Cleared Transactions.                    Omissions--Cleared
                                          Transactions.
Rule 176 Delivery Time.................  NYSE Rule 176 Delivery Time.
Rule 177 Delivery Time--``Cash''         NYSE Rule 177 Delivery Time--
 Contracts.                               ``Cash'' Contracts.
Rule 180 Failure to Deliver............  NYSE Rule 180 Failure to
                                          Deliver.
Rule 282 Buy-in Procedures.............  NYSE Rule 282 Buy-in
                                          Procedures.
Rule 283 Members Closing Contracts--     NYSE Rule 283 Members Closing
 Procedure.                               Contracts--Procedure.
Rule 285 Notice of Intention to          NYSE Rule 285 Notice of
 Successive Parties.                      Intention to Successive
                                          Parties.
Rule 286 Closing Portion of Contract...  NYSE Rule 286 Closing Portion
                                          of Contract.
Rule 287 Liability of Succeeding         NYSE Rule 287 Liability of
 Parties.                                 Succeeding Parties.
Rule 288 Notice of Closing to            NYSE Rule 288 Notice of Closing
 Successive Parties.                      to Successive Parties.
Rule 289 Must Receive Delivery.........  NYSE Rule 289 Must Receive
                                          Delivery.
Rule 290 Defaulting Party May Deliver    NYSE Rule 290 Defaulting Party
 After ``Buy-In'' Notice.                 May Deliver After ``Buy-In''
                                          Notice.
Rule 291 Failure to Fulfill Closing      NYSE Rule 291 Failure to
 Contract.                                Fulfill Closing Contract.
Rule 292 Restrictions on Members'        NYSE Rule 292 Restrictions on
 Participation in Transaction to Close    Members' Participation in
 Defaulted Contracts.                     Transaction to Close Defaulted
                                          Contracts.
Rule 293 Closing Contracts in Suspended  NYSE Rule 293 Closing Contracts
 Securities.                              in Suspended Securities.
Rule 294 Default in Loan of Money......  NYSE Rule 294 Default in Loan
                                          of Money.
Rule 296 Liquidation of Securities       NYSE Rule 296 Liquidation of
 Loans and Borrowings.                    Securities Loans and
                                          Borrowings.
Rule 311 Formation and Approval of       NYSE Rule 311 Formation and
 Member Organizations.                    Approval of Member
                                          Organizations.
Rule 312 Changes Within Member           NYSE Rule 312 Changes Within
 Organizations.                           Member Organizations.
Rule 313 Submission of Partnership       NYSE Rule 312 Submission of
 Articles--Submission of Corporate        Partnership Articles--
 Documents.                               Submission of Corporate
                                          Documents.
Rule 319 Fidelity Bonds................  NYSE Rule 319 Fidelity Bonds.
Rule 321 Formation of Acquisition of     NYSE Rule 321 Formation of
 Subsidiaries.                            Acquisition of Subsidiaries.
Rule 322 Guarantees by, or Flow Through  NYSE Rule 322 Guarantees by, or
 Benefits for Members or Member           Flow Through Benefits for
 Organizations.                           Members or Member
                                          Organizations.
*Rule 325 Capital Requirements Members   NYSE Rule 325 Capital
 Organizations.                           Requirements Members
                                          Organizations.
Rule 326(a) Growth Capital Requirement.  NYSE Rule 326(a) Growth Capital
                                          Requirement.
Rule 326(b) Business Reduction Capital   NYSE Rule 326(b) Business
 Requirement.                             Reduction Capital Requirement.
Rule 326(c) Business Reduction Capital   NYSE Rule 326(c) Business
 Requirement.                             Reduction Capital Requirement.
Rule 326(d) Reduction of Elimination of  NYSE Rule 326(d) Reduction of
 Loans and Advances.                      Elimination of Loans and
                                          Advances.
Rule 328 Sale-and-Leasebacks,            NYSE Rule 328 Sale-and-
 Factoring, Financing and Similar         Leasebacks, Factoring,
 Arrangements.                            Financing and Similar
                                          Arrangements.
*Rule 342 Offices--Approval,             NYSE Rule 342 Offices--
 Supervision and Control.                 Approval, Supervision and
                                          Control.
Rule 343 Offices--Sole Tenancy, Hours,   NYSE Rule 343 Offices--Sole
 Display of Membership Certificates.      Tenancy, Hours, Display of
                                          Membership Certificates.
Rule 344 Research Analysts and           NYSE Rule 344 Research Analysts
 Supervisory Analysts.                    and Supervisory Analysts.
Rule 345 Employees--Registration,        NYSE Rule 345 Employees--
 Approval, Records.                       Registration, Approval,
                                          Records.
Rule 345A Continuing Education for       NYSE Rule 345A Continuing
 Registered Persons.                      Education for Registered
                                          Persons.
Rule 346 Limitations--Employment and     NYSE Rule 346 Limitations--
 Association with Members and Member      Employment and Association
 Organizations.                           with Members and Member
                                          Organizations.
*Rule 350 Compensation or Gratuities to  NYSE Rule 350 Compensation or
 Employees of Others.                     Gratuities to Employees of
                                          Others.
Rule 351 Reporting Requirements........  NYSE Rule 351 Reporting
                                          Requirements.
Rule 352 Guarantees, Sharing in          NYSE Rule 352 Guarantees,
 Accounts, and Loan Arrangements.         Sharing in Accounts, and Loan
                                          Arrangements.
Rule 353 Rebates and Compensation......  NYSE Rule 353 Rebates and
                                          Compensation.
Rule 354 Reports to Control Persons....  NYSE Rule 354 Reports to
                                          Control Persons.
*Rule 375 Missing the Market...........  NYSE Rule 375 Missing the
                                          Market.
Rule 382 Carrying Agreements...........  NYSE Rule 382 Carrying
                                          Agreements.
Rule 387 COD Orders....................  NYSE Rule 387 COD Orders.

*Rule 392 Notification Requirements for  NYSE Rule 392 Notification
 Offerings of Listed Securities.          Requirements for Offerings of
                                          Listed Securities.
*Rule 401 Business Conduct.............  NYSE Rule 401 Business Conduct.
Rule 401A Customer Complaints..........  NYSE Rule 401A Customer
                                          Complaints.
Rule 402 Customer Protection-Reserves    NYSE Rule 402 Customer
 and Custody of Securities.               Protection-Reserves and
                                          Custody of Securities.
Rule 404 Individual Members Not To       NYSE Rule 404 Individual
 Carry Accounts.                          Members Not To Carry Accounts.
Rule 405 Diligence as to Accounts......  NYSE Rule 405 Diligence as to
                                          Accounts.
Rule 405A Non-Managed Fee-Based Account  NYSE Rule 405A Non-Managed Fee-
 Programs--Disclosure and Monitoring.     Based Account Programs--
                                          Disclosure and Monitoring.
Rule 406 Designation of Accounts.......  NYSE Rule 406 Designation Of
                                          Accounts.
*Rule 407 Transactions-Employees of      NYSE Rule 407 Transactions--
 Members, Member Organizations and the    Employees of Members, Member
 Exchange.                                Organizations and the
                                          Exchange.
*Rule 407A Disclosure of All Member      NYSE Rule 407A Disclosure of
 Accounts.                                All Member Accounts.
Rule 408 Discretionary Power in          NYSE Rule 408 Discretionary
 Customers' Accounts.                     Power in Customers' Accounts.
Rule 409 Statements of Accounts to       NYSE Rule 409 Statements of
 Customers.                               Accounts to Customers.
Rule 409A SIPC Disclosures.............  NYSE Rule 409A SIPC
                                          Disclosures.
*Rule 410 Records of Orders............  NYSE Rule 410 Records of
                                          Orders.
*Rule 411 Erroneous Reports............  NYSE Rule 411 Erroneous
                                          Reports.
Rule 412 Customer Account Transfer       NYSE Rule 412 Customer Account
 Contracts.                               Transfer Contracts.
Rule 413 Uniform Forms.................  NYSE Rule 413 Uniform Forms.
*Rule 414 Index and Currency Warrants..  NYSE Rule 414 Index and
                                          Currency Warrants.
*Rule 416 Questionnaires and Reports...  NYSE Rule 416 Questionnaires
                                          and Reports.
*Rule 416A Member and Member             NYSE Rule 416A Member and
 Organization Profile Information         Member Organization Profile
 Updates and Quarterly Certifications     Information Updates and
 Via the Electronic Filing Platform.      Quarterly Certifications Via
                                          the Electronic Filing
                                          Platform.
Rule 418 Audit.........................  NYSE Rule 418 Audit.
Rule 420 Reports of Borrowings and       NYSE Rule 420 Reports of
 Subordinate Loans for Capital Purposes.  Borrowings and Subordinate
                                          Loans for Capital Purposes.
Rule 421 Periodic Reports..............  NYSE Rule 421 Periodic Reports.
Rule 424 Reports of Options............  NYSE Rule 424 Reports of
                                          Options.
Rule 430 Partial Delivery of Securities  NYSE Rule 430 Partial Delivery
 to Customers on C.O.D. Purchases.        of Securities to Customers on
                                          C.O.D. Purchases.
Rule 431 Margin Requirements...........  NYSE Rule 431 Margin
                                          Requirements.
Rule 432 Daily Record of Required        NYSE Rule 432 Daily Record of
 Margin.                                  Required Margin.
Rule 434 Required Submission of          NYSE Rule 434 Required
 Requests for Extensions of Time for      Submission of Requests for
 Customers.                               Extensions of Time for
                                          Customers.
*Rule 435 Miscellaneous Prohibitions     NYSE Rule 435 Miscellaneous
 (Excessive Trading by Members).          Prohibitions (Excessive
                                          Trading by Members).
Rule 436 Interest on Credit Balances...  NYSE Rule 436 Interest on
                                          Credit Balances.
*Rule 440 Books and Records............  NYSE Rule 440 Books and
                                          Records.
Rule 440A Telephone Solicitation.......  NYSE Rule 440A Telephone
                                          Solicitation.
Rule 440F Public Short Sale              NYSE Rule 440F Public Short
 Transactions Effected on the Exchange.   Sale Transactions Effected on
                                          the Exchange.
Rule 440G Transactions in Stocks and     NYSE Rule 440G Transactions in
 Warrants for the Accounts of Members,    Stocks and Warrants for the
 Allied Members and Member                Accounts of Members, Allied
 Organizations.                           Members and Member
                                          Organizations.
Rule 440I Records of Compensation        NYSE Rule 440I Records of
 Arrangements--Floor Brokerage.           Compensation Arrangements--
                                          Floor Brokerage.
Rule 445 Anti-Money Laundering           NYSE Rule 445 Anti-Money
 Compliance Program.                      Laundering Compliance Program.
Rule 446 Business Continuity and         NYSE Rule 446 Business
 Contingency Plans.                       Continuity and Contingency
                                          Plans.
Rule 472 Communications with the Public  NYSE Rule 472 Communications
                                          with the Public.
*Rule 477 Retention of Jurisdiction--    NYSE Rule 477 Retention of
 Failure to Cooperate.                    Jurisdiction--Failure to
                                          Cooperate.
Rule 700 Applicability, Definitions and  NYSE Rule 700 Applicability,
 References.                              Definitions and References.
Rule 704 Position Limits...............  NYSE Rule 704 Position Limits.
Rule 705 Exercise Limits...............  NYSE Rule 705 Exercise Limits.
Rule 707 Liquidation of Positions......  NYSE Rule 707 Liquidation of
                                          Positions.
Rule 709 Other Restrictions on Exchange  NYSE Rule 709 Other
 Option Transactions and Exercises.       Restrictions on Exchange
                                          Option Transactions and
                                          Exercises.
Rule 720 Registration of Options         NYSE Rule 720 Registration of
 Principals.                              Options Principals.
Rule 721 Opening of Accounts...........  NYSE Rule 721 Opening of
                                          Accounts.
Rule 722 Supervision of Accounts.......  NYSE Rule 722 Supervision of
                                          Accounts.
Rule 723 Suitability...................  NYSE Rule 723 Suitability.
Rule 724 Discretionary Accounts........  NYSE Rule 724 Discretionary
                                          Accounts.
Rule 725 Confirmations.................  NYSE Rule 725 Confirmations.
Rule 726 Delivery of Options Disclosure  NYSE Rule 726 Delivery of
 Document and Prospectus.                 Options Disclosure Document
                                          and Prospectus.
Rule 727 Transactions with Issuers.....  NYSE Rule 727 Transactions with
                                          Issuers.
Rule 728 Registered Stock..............  NYSE Rule 728 Registered Stock.
Rule 730 Statement of Accounts.........  NYSE Rule 730 Statement of
                                          Accounts.
Rule 732 Customer Complaints...........  NYSE Rule 732 Customer
                                          Complaints.
Rule 780 Exercise of Option Contracts..  NYSE Rule 780 Exercise of
                                          Option Contracts.
Rule 781 Allocation of Exercise          NYSE Rule 781 Allocation of
 Assignment Notices.                      Exercise Assignment Notices.
Rule 791 Communications to Customers...  NYSE Rule 791 Communications to
                                          Customers.
------------------------------------------------------------------------

Exhibit 2

    For purposes of this Agreement, the Regulatory Services Managers
required under paragraph 6 shall be:
    For NYSE Regulation: Susan Axelrod, Chief of Staff, NYSE
Regulation, Inc., 11 Wall Street, New York, NY 10005,<PHONE_NUMBER>
(phone),<PHONE_NUMBER> (fax).
    For NASD/FINRA: James F. Price, Jr., Vice President, Business &
Exchange Solution, FINRA, 9509 Key West Avenue, Rockville, MD 20850-
3329,<PHONE_NUMBER> (phone),<PHONE_NUMBER> (fax).
    For purposes of this Agreement, the Senior Officers required under
paragraph 6 shall be:
    For NYSE Regulation: Richard G. Ketchum, Chief Regulatory Officer,
NYSE Regulation, Inc., 20 Broad Street, New York, NY 10005, (212) 656-
2789 (phone),<PHONE_NUMBER> (fax).
    For NASD/FINRA: Stephen I. Luparello, Senior Executive Vice
President, FINRA, 1735 K Street, NW., Washington, DC 20006, (202) 728-
6947 (phone),<PHONE_NUMBER> (fax).

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the 17d-2 Plan 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/other.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number 4-544 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number 4-544. 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 NASD
and NYSE. 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 4-544
and should be submitted on or before August 22, 2007.

IV. Discussion

    The Commission finds that the proposed Plan is consistent with the
factors set forth in Section 17(d) of the Act \23\ and Rule 17d-2(c)
thereunder \24\ 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 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 Dual Members that would
otherwise be performed by both NYSE and FINRA following the closing of
the Transaction. Accordingly, the Plan promotes efficiency by reducing
costs to Dual Members. Furthermore, because NYSE and FINRA will
coordinate their regulatory functions in accordance with the Plan, the
Plan should promote investor protection and the public interest.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78q(d).
    \24\ 17 CFR 240.17d-2(c).
---------------------------------------------------------------------------

    Under paragraph (c) of Rule 17d-2, the Commission may, after
appropriate notice and opportunity for comment, declare a plan, or any
part of a plan, effective.\25\ In this instance, the Commission
believes that appropriate notice and comment can take place after the
proposed Plan is effective. The purpose of the 17d-2 Plan is to
allocate regulatory responsibilities for certain member conduct rules
from NYSE to FINRA in connection with the proposed consolidation of
NYSE Regulation's and NASD's member regulation operations.\26\ As
discussed above, for an interim period while FINRA develops a single
rulebook to apply to all Dual Members, it has adopted into its rulebook
the Incorporated NYSE Rules, and it is those exact same rules that
constitute the List of Common Rules covered by the 17d-2 Plan. As such,
the NYSE rules covered by the 17d-2 Plan for which FINRA will assume
regulatory responsibilities will, at least initially, be identical to
the Incorporated NYSE Rules on FINRA's own rulebook. Thus, the Plan
will benefit Dual Members by avoiding duplicative regulation by two
separate SROs of identical rules. The Commission, therefore, believes
it is appropriate to herein declare effective the proposed 17d-2 Plan,
so that it may be effective upon the closing of the Transaction.
---------------------------------------------------------------------------

    \25\ Id.
    \26\ See By-Law Amendments Filing, supra note 15.
---------------------------------------------------------------------------

    The Commission notes that, under the proposed Plan, NYSE and NASD
have allocated regulatory responsibility for the Common Rules to the
extent that such responsibilities involve member firm regulation.\27\
The Plan further sets forth those areas for which NYSE will retain full
regulatory responsibility, including: Examinations of Dual Member
conduct covered by NYSE-only Rules and/or by federal laws or
regulations; surveillance, investigation, and enforcement with respect
to conduct relating to trading on or through the systems and facilities
of NYSE and conduct otherwise covered by NYSE-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; and qualification and registration of firm
personnel to effect transactions or work on the Floor of NYSE pursuant
to its unique rules.\28\
---------------------------------------------------------------------------

    \27\ See infra text accompanying notes 29-30 (discussing those
Common Rules that are deemed to be Non-Exclusive Common Rules, for
which NYSE will retain certain regulatory responsibilities).
    \28\ See Paragraphs 2(d)(i)-(iv) of the proposed 17d-2 Plan.
---------------------------------------------------------------------------

    The Commission notes that the proposed Plan also provides that NYSE
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 the NYSE's exclusive retained
responsibilities as set forth in the Plan and noted above (the ``Non-
Exclusive Common Rules'').\29\ The Non-

Exclusive Common Rules are specifically annotated in the List of Common
Rules and include those rules for which FINRA and NYSE will each bear
their respective regulatory responsibilities, consistent with the scope
of the 17d-2 Plan. Notably, such rules are ``non-exclusive'' in the
sense that they have aspects that may relate to member firm regulation
(for which FINRA would assume regulatory responsibility) and aspects
that may relate to matters other than member firm regulation (for which
the NYSE would retain regulatory responsibility).\30\ Accordingly, both
NYSE and FINRA will bear responsibility for the application of each
Non-Exclusive Common Rule as it relates to their particular regulatory
responsibilities.
---------------------------------------------------------------------------

    \29\ See Paragraph 2(d)(v) of the proposed 17d-2 Plan and the
List of Common Rules. Because NYSE will retain responsibility for
all rules related to market regulation, as well as Common Rules as
they pertain to matters other than member regulation, the Commission
staff believes that the proposed Plan does not adversely affect
NYSE's ability to ensure compliance with the outstanding
undertakings contained in two recent settlement orders relating to
trading violations by certain NYSE floor members. See Order
Instituting Public Administrative Proceedings Pursuant to Sections
19(h)(1) and 21C of the Securities Exchange Act of 1934, Making
Findings, Ordering Compliance with Undertakings, and Imposing a
Censure and Cease-and-Desist Order, File No. 3-11892, Release No.
34-51524 (April 12, 2005); and Order Instituting Public Proceedings
Pursuant to Section 19(h)(1) of the Securities Exchange Act of 1934,
Making Findings and Ordering Compliance with Undertakings, File No.
3-9925, Release No. 34-41574 (June 29, 1999).
    \30\ For example, a Non-Exclusive Common Rule may contain
multiple provisions, certain of which relate to matters of NYSE's
retained responsibilities under the Plan, such as trading-related
provisions.
---------------------------------------------------------------------------

    According to the Plan, whenever either NYSE or FINRA wishes to make
a change to the substance of any Common Rule, before filing such
proposed rule change with the Commission, it will inform the other
party of the intended change to determine whether the other party 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.\31\ Similarly, the Parties
anticipate that when FINRA creates a consolidated rulebook, it is
likely that the new FINRA rules that would replace existing
Incorporated NYSE Rules might be substantially different from the then-
existing NYSE rules. In such case, the NYSE would need to submit a
proposed rule change and seek approval from the Commission to amend its
corresponding rule to conform to the new FINRA rule.\32\
---------------------------------------------------------------------------

    \31\ See Paragraph 2(b) of the Plan.
    \32\ See Paragraph 2(c) of the Plan. Further, the Parties
thereafter would need to consider whether any amendments to the Plan
or the List of Common Rules are required.
---------------------------------------------------------------------------

    Additionally, the Commission notes that, since the Plan allocates
regulatory responsibility to FINRA for the oversight and enforcement of
all NYSE rules on the list of Common Rules to the extent that such
responsibilities involve member firm regulation, any additions to,
deletions from, or other changes to the List of Common Rules pursuant
to the aforementioned provisions or otherwise would constitute an
amendment to the Plan, which must be filed with the Commission pursuant
to Rule 17d-2 under the Act.
    The Plan permits NYSE and FINRA to terminate the Plan at any time,
subject to 180 days written notice to the other party. The Commission
notes, however, that while the Plan permits the Parties to terminate
the Plan, the Parties cannot by themselves reallocate the regulatory
responsibilities set forth in the Plan, since Rule 17d-2 under the Act
requires that any allocation or re-allocation of regulatory
responsibilities be filed with, and approved by, the Commission.\33\
---------------------------------------------------------------------------

    \33\ The Commission notes that paragraph 14 of the Plan reflects
the fact that Commission approval of any termination of the Plan is
required.
---------------------------------------------------------------------------

    Finally, the Plan also requires the Parties to share information on
a number of matters. Specifically, the Parties must provide information
to one another relating to possible financial or operational problems
that may affect the ability of any Dual Member to conduct business and
must also, upon request, make available to one another certain reports
and documents set forth in the Plan, such as existing files, copies of
examination reports, examination work papers, or investigative
materials. Further, the Parties must promptly provide one another with
copies of third-party complaints that relate to the other party's
regulatory responsibilities under the Plan. The Parties also must
promptly share information relating to any formal disciplinary actions
or informal disciplinary actions taken involving a Dual Member or other
certain individuals. The Commission believes that the information
sharing provisions contained in the Plan further foster cooperation and
coordination between NYSE and FINRA, thereby promoting investor
protection and removing impediments to the development of a national
market system.

V. Conclusion

    This Order gives effect to the Plan filed with the Commission in
File No. 4-544. The Parties shall notify all members affected by the
Plan of their rights and obligations under the Plan.
    It is therefore ordered, pursuant to Sections 17(d) and
11A(a)(3)(B) of the Act, that the Plan in File No. 4-544, between NASD,
NYSE, and NYSE Regulation filed pursuant to Rule 17d-2 under the Act,
is approved and declared effective.
    It is therefore ordered that NYSE is relieved of those
responsibilities allocated to FINRA under the Plan in File No. 4-544.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(34).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-14877 Filed 7-31-07; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 81, Number 13 (Thursday, January 21, 2016)]
[Notices]
[Pages 3406-3407]
[FR Doc No: 2016-01124]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. P-14743-000]

ORPC Maine, LLC; Notice of Preliminary Permit Application
Accepted for Filing and Soliciting Comments, Motions To Intervene, and
Competing Applications

    On December 4, 2015, ORPC Maine, LLC (ORPC Maine) filed an
application

for a preliminary permit, pursuant to section 4(f) of the Federal Power
Act (FPA), proposing to study the feasibility of the Western Passage
Tidal Energy Project No. 14743 (Western Passage Project) to be located
in Western Passage, near the City of Eastport, Washington County,
Maine. The sole purpose of a preliminary permit, if issued, is to grant
the permit holder priority to file a license application during the
permit term. A preliminary permit does not authorize the permit holder
to perform any land-disturbing activities or otherwise enter upon lands
or waters owned by others without the owners' express permission.
    The proposed project would consist of: (1) 15 double TidGen[supreg]
TGU hydrokinetic tidal devices, each consisting of a 500-kilowatt
turbine-generator unit for a combined capacity of 5,000 kilowatts; (2)
an anchoring support structure; (3) a mooring system; (4) a 3,900 to
4,200-foot-long submersible cable connecting the turbine-generator
units to a shore station; (5) a 1,900 to 4,600-foot-long, 4.16- to
12.7-kilovolt transmission line connecting the shore station to an
existing distribution line; and (6) appurtenant facilities. The
estimated average annual generation of the Western Passage Project
would be 2.6 to 3.53 gigawatt-hours. There are no federal lands
associated with the project.
    Applicant Contact: Christopher R. Sauer, President and CEO, Ocean
Renewable Power Company, LLC, 66 Pearl Street, Suite 301, Portland,
Maine 04101; phone:<PHONE_NUMBER>.
    FERC Contact: Michael Watts; phone:<PHONE_NUMBER>; email:
<EMAIL_ADDRESS>    Deadline for filing comments, motions to intervene, competing
applications (without notices of intent), or notices of intent to file
competing applications: 60 days from the issuance of this notice.
Competing applications and notices of intent must meet the requirements
of 18 CFR 4.36.
    The Commission strongly encourages electronic filing. Please file
comments, motions to intervene, notices of intent, and competing
applications using the Commission's eFiling system at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit brief
comments up to 6,000 characters, without prior registration, using the
eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You
must include your name and contact information at the end of your
comments. For assistance, please contact FERC Online Support at
<EMAIL_ADDRESS>(866) 208-3676 (toll free), or (202) 502-
8659 (TTY). In lieu of electronic filing, please send a paper copy to:
Secretary, Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426. The first page of any filing should include
docket number P-14743-000.
    More information about this project, including a copy of the
application, can be viewed or printed on the ``eLibrary'' link of
Commission's Web site at http://www.ferc.gov/docs-filing/elibrary.asp.
Enter the docket number (P-14743) in the docket number field to access
the document. For assistance, contact FERC Online Support.

    Dated: January 14, 2016.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2016-01124 Filed 1-20-16; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 76, Number 204 (Friday, October 21, 2011)]
[Notices]
[Page 65508]
[FR Doc No: 2011-27226]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP12-1-000]

Notice of Request Under Blanket Authorization; Northwest Pipeline
GP

    Take notice that on October 3, 2011 Northwest Pipeline GP
(Northwest), 295 Chipeta Way, Salt Lake City, Utah 84108, filed in
Docket No. CP12-1-000, a Prior Notice request pursuant to Sections
157.205 and 157.208 of the Commission's Regulations under the Natural
Gas Act for authorization to replace approximately 5.06 miles of
certain pipeline facilities located in Spokane County, Washington.
Specifically, Northwest proposes to replace 5.06 miles of 16-inch
diameter pipeline between mileposts 158.3 and 164.3 with approximately
4.9 miles of new 16-inch diameter pipeline on Northwest's Spokane
Lateral. The decrease in pipeline length is a result of minor reroutes
requested by landowners and will have no effect on capacity, all as
more fully set forth in the application which is on file with the
Commission and open to public inspection. The filing may also be viewed
on the Web at http://www.ferc.gov using the ``eLibrary'' link. Enter
the docket number excluding the last three digits in the docket number
field to access the document. For assistance, contact FERC at
<EMAIL_ADDRESS>or call toll-free,<PHONE_NUMBER> or TTY,
(202) 502-8659.
    Any questions regarding this Application should be directed to Pam
Barnes, Manager, Certificates and Tariffs, Northwest Pipeline GP, P.O.
Box 58900, Salt Lake City, Utah 84158, or call<PHONE_NUMBER>, or fax
(801) 584-7764, or by e-mail<EMAIL_ADDRESS>    Any person may, within 60 days after the issuance of the instant
notice by the Commission, file pursuant to Rule 214 of the Commission's
Procedural Rules (18 CFR 385.214) a motion to intervene or notice of
intervention. Any person filing to intervene or the Commission's staff
may, pursuant to section 157.205 of the Commission's Regulations under
the NGA (18 CFR 157.205) file a protest to the request. If no protest
is filed within the time allowed therefore, the proposed activity shall
be deemed to be authorized effective the day after the time allowed for
protest. If a protest is filed and not withdrawn within 30 days after
the time allowed for filing a protest, the instant request shall be
treated as an application for authorization pursuant to section 7 of
the NGA.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commenter's will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with he Commission's environmental review process.
Environmental commenter's will not be required to serve copies of filed
documents on all other parties. However, the non-party commentary, will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    The Commission strongly encourages electronic filings of comments,
protests, and interventions via the Internet in lieu of paper. See 18
CFR 385.2001(a)(1)(iii) and the instructions on the Commission's Web
site (http://www.ferc.gov) under the ``e-Filing'' link.

    Dated: October 13, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-27226 Filed 10-20-11; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 75, Number 225 (Tuesday, November 23, 2010)]
[Notices]
[Page 71426]
[FR Doc No: 2010-29440]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER11-2112-000]

Blue Creek Wind Farm, LLC; Supplemental Notice That Initial
Market-Based Rate Filing Includes Request for Blanket Section 204
Authorization

November 16, 2010.
    This is a supplemental notice in the above-referenced proceeding,
of Blue Creek Wind Farm, LLC's application for market-based rate
authority, with an accompanying rate tariff, noting that such
application includes a request for blanket authorization, under 18 CFR
part 34, of future issuances of securities and assumptions of
liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street, NE.,
Washington, DC 20426, in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214). Anyone filing a motion to intervene or protest must serve a
copy of that document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability is December 6, 2010.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above-referenced proceeding(s) are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please e-mail<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-29440 Filed 11-22-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: January 26, 2007 (Volume 72, Number 17)]
[Notices]
[Page 3893-3894]
[DOCID:fr26ja07-158]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55135; File No. SR-NASDAQ-2006-062]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Regarding Fees for TradeInfo as Modified by Amendments No. 1 and 2

January 19, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 20, 2006, The NASDAQ Stock Market LLC (``Nasdaq'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been substantially prepared by Nasdaq. On December 22, 2006,
the Exchange filed Amendment No. 1 to the proposed rule change.\3\ On
January 16, 2007, the Exchange filed Amendment No. 2 to the proposed
rule change.\4\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Amendment No. 1.
    \4\ See Amendment No. 2.
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(3)(A)(ii) of the Act \5\ and Rule 19b-
4(f)(2) thereunder,\6\ Nasdaq has designated this proposal as
establishing or changing a due, fee, or other charge, which renders the
proposed rule change effective upon filing.\7\ The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \6\ 17 CFR 240.19b-4(f)(2).
    \7\ For purposes of calculating the 60-day period within which
the Commission may summarily abrogate the proposed rule change, the
Commission considers the period to commence on January 16, 2007, the
date on which the Exchange filed Amendment No. 2. See 15 U.S.C.
78s(b)(3)(C).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    Nasdaq proposes to delete references to the Brut facility, which
has become part of the Nasdaq Market Center, and to also initiate
member fees for TradeInfo. Nasdaq proposes to implement the proposed
rule change on February 1, 2007. The text of the proposed rule change
is available at http://www.nasdaq.com, at Nasdaq's principal office and at the

Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. Nasdaq has prepared summaries, set forth in Sections A,
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq proposes to amend Rule 7015 to delete references to the Brut
facility, which has become part of the Nasdaq Market Center and also to
initiate fees of $95 per month per user for its Web-based TradeInfo
product. TradeInfo allows users to scan for their Nasdaq-listed orders
submitted in Nasdaq. Users can then perform actions on their orders.
Users can scan for all orders in a particular security or all orders of
a particular type, regardless of their status (open, canceled,
executed, etc.). For example, after scanning for open orders the user
is then able to select an open order and is allowed to make corrections
to the order or cancel the order. TradeInfo also allows the users to
scan other orders, such as executed, cancelled, broken, rejected and
suspended orders. TradeInfo will be available solely to Nasdaq members.
    TradeInfo provides functionality that is also offered through the
New Nasdaq Workstation's (``NNW'') Order/Execution Scan. However, the
NNW is a premium priced product, for which users pay a flat monthly fee
of $475 per user, and that includes access to both the NNW itself and
vendor's data entitlements.
    In an effort to provide users the functionality to scan for their
orders without purchasing the full suite of services of the NNW at $475
per user per month, Nasdaq is initiating a fee for TradeInfo at $95 per
month per user.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\8\ in general, and with Section
6(b)(4) of the

Act,\9\ in particular, in that the provides for the equitable
allocation of reasonable dues, fees and other charges among members and
issuers and other persons using any facility or system which Nasdaq
operates or controls. The proposed rule change is designed to allow
members to purchase a subset of the functionality available through the
NNW at a lower cost.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act \10\ and subparagraph (f)(2) of Rule 19b-4
thereunder \11\ because it establishes or changes a due, fee, or other
charge imposed by the Exchange. At any time within 60 days of the
filing of the proposed rule change, the Commission may summarily
abrogate such rule change if it appears to the Commission that such
action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(a)(ii).
    \11\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, 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 Number SR-NASDAQ-2006-062 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2006-062. 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, 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 inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of Nasdaq.
    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 SR-NASDAQ-2006-062 and
should be submitted on or before February 16, 2007.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-1226 Filed 1-25-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 34 (Tuesday, February 21, 2012)]
[Notices]
[Page 9947]
[FR Doc No: 2012-3957]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2010-D-0500]

Guidance for Industry: Early Clinical Trials With Live
Biotherapeutic Products: Chemistry, Manufacturing, and Control
Information; Availability

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Food and Drug Administration (FDA) is announcing the
availability of a document entitled ``Guidance for Industry: Early
Clinical Trials With Live Biotherapeutic Products: Chemistry,
Manufacturing, and Control Information '' dated February 2012. The
guidance provides certain Investigational New Drug Application (IND)
sponsors with recommendations in connection with the submission of INDs
for early clinical trials with live biotherapeutic products (LBPs). The
guidance announced in this notice finalizes the draft guidance of the
same title dated September 2010.

DATES: Submit either electronic or written comments on Agency guidances
at any time.

ADDRESSES: Submit written requests for single copies of this guidance
to the Office of Communication, Outreach and Development (HFM-40),
Center for Biologics Evaluation and Research (CBER), Food and Drug
Administration, 1401 Rockville Pike, suite 200N, Rockville, MD 20852-
1448. Send one self-addressed adhesive label to assist the office in
processing your requests. The guidance may also be obtained by mail by
calling CBER at 1-800-835-4709 or<PHONE_NUMBER>. See the SUPPLEMENTARY
INFORMATION section for electronic access to the guidance document.
    Submit electronic comments on the guidance to http://www.regulations.gov. Submit written comments to the Division of Dockets
Management (HFA-305), Food and Drug Administration, 5630 Fishers Lane,
rm. 1061, Rockville, MD 20852.

FOR FURTHER INFORMATION CONTACT: Benjamin A. Chacko, Center for
Biologics Evaluation and Research (HFM-17), Food and Drug
Administration, 1401 Rockville Pike, suite 200N, Rockville, MD 20852-
1448,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

I. Background

    FDA is announcing the availability of a document entitled
``Guidance for Industry: Early Clinical Trials With Live Biotherapeutic
Products: Chemistry, Manufacturing, and Control Information'' dated
February 2012. The guidance provides certain IND sponsors with
recommendations in connection with IND submissions for early clinical
trials for LBPs in the United States. The guidance focuses on the
chemistry, manufacturing, and control information that should be
provided in an IND for early clinical trials evaluating LBPs. The
guidance is applicable to INDs of LBPs, whether clinical trials are
conducted commercially, in an academic setting, or otherwise.
    In the Federal Register of October 14, 2010 (75 FR 63188), FDA
announced the availability of the draft guidance of the same title
dated September 2010. FDA received a few comments on the draft guidance
and those comments were considered as the guidance was finalized. In
response to comments, changes incorporated in the final guidance
include the addition of text related to the scope, definitions and
background section of the guidance. In addition, editorial changes were
made to improve clarity. The guidance announced in this notice
finalizes the draft guidance dated September 2010.
    The guidance is being issued consistent with FDA's good guidance
practices regulation (21 CFR 10.115). The guidance represents FDA's
current thinking on this topic. It does not create or confer any rights
for or on any person and does not operate to bind FDA or the public. An
alternative approach may be used if such approach satisfies the
requirements of the applicable statutes and regulations.

II. Paperwork Reduction Act of 1995

    The guidance refers to previously approved collections of
information found in FDA regulations. These collections of information
are subject to review by the Office of Management and Budget (OMB)
under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520). The
collections of information in 21 CFR part 312 have been approved under
0910-0014.

III. Comments

    Interested persons may submit to the Division of Dockets Management
(see ADDRESSES) either electronic or written comments regarding this
document. It is only necessary to send one set of comments. Identify
comments with the docket number found in brackets in the heading of
this document. Received comments may be seen in the Division of Dockets
Management between 9 a.m. and 4 p.m., Monday through Friday.

IV. Electronic Access

    Persons with access to the Internet may obtain the guidance at
either http://www.fda.gov/BiologicsBloodVaccines/GuidanceComplianceRegulatoryInformation/Guidances/default.htm or http://www.regulations.gov.

    Dated: February 14, 2012.
Leslie Kux,
Acting Assistant Commissioner for Policy.
[FR Doc. 2012-3957 Filed 2-17-12; 8:45 am]
BILLING CODE 4160-01-P