2010-19852. Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing of an Amended 17d-2 Plan Between the Financial Industry Regulatory Authority, Inc. and the Chicago Stock Exchange, Inc.

August 5, 2010.

Pursuant to Section 17(d) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 17d-2 thereunder,^[2] notice is hereby given that on July 21, 2010, the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Chicago Stock Exchange, Inc. (“CHX”) (together with FINRA, the “Parties”) filed with the Securities and Exchange Commission (“Commission” or “SEC”) an amendment to their September 16, 1977 Agreement Between the National Association of Securities Dealers, Inc. (n/k/a FINRA) and the Midwest Stock Exchange Incorporated (n/k/a CHX) (“17d-2 Plan” or the “Plan”) for the allocation of regulatory responsibilities. The Commission is publishing this notice to solicit comments on the amendment to the 17d-2 Plan from interested persons.

I. Introduction

Section 19(g)(1) of the Act,^[3] among other things, requires every self-regulatory organization (“SRO”) registered as either a national securities exchange or national securities association to examine for, and enforce compliance by, its members and persons associated with its members with the Act, the rules and regulations thereunder, and the SRO's own rules, unless the SRO is relieved of this responsibility pursuant to Section 17(d) or Section 19(g)(2) of the Act.^[4] Without this relief, the statutory obligation of each individual SRO could result in a pattern of multiple examinations of broker-dealers that maintain memberships in more than one SRO (“common members”). Such regulatory duplication would add unnecessary expenses for common members and their SROs.

Section 17(d)(1) of the Act ^[5] was intended, in part, to eliminate unnecessary multiple examinations and regulatory duplication.^[6] With respect to a common member, Section 17(d)(1) authorizes the Commission, by rule or order, to relieve an SRO of the responsibility to receive regulatory reports, to examine for and enforce compliance with applicable statutes, rules, and regulations, or to perform other specified regulatory functions.

To implement Section 17(d)(1), the Commission adopted two rules: Rule 17d-1 and Rule 17d-2 under the Act.^[7] Rule 17d-1 authorizes the Commission to name a single SRO as the designated examining authority (“DEA”) to examine common members for compliance with the financial responsibility requirements imposed by the Act, or by Commission or SRO rules.^[8] When an SRO has been named as a common member's DEA, all other SROs to which the common member belongs are relieved of the responsibility to examine the firm for compliance with the applicable financial responsibility rules. On its face, Rule 17d-1 deals only with an SRO's obligations to enforce member compliance with financial responsibility requirements. Rule 17d-1 does not relieve an SRO from its obligation to examine a common member for compliance with its own rules and provisions of the federal securities laws governing matters other than financial responsibility, including sales practices and trading activities and practices.

To address regulatory duplication in these and other areas, the Commission adopted Rule 17d-2 under the Act.^[9] Rule 17d-2 permits SROs to propose joint plans for the allocation of regulatory responsibilities with respect to their common members. Under paragraph (c) of Rule 17d-2, the Commission may declare such a plan effective if, after providing for appropriate notice and comment, it determines that the plan is necessary or appropriate in the public interest and for the protection of investors; to foster cooperation and coordination among the SROs; to remove impediments to, and foster the development of, a national market system and a national clearance and settlement system; and is in conformity with the factors set forth in Section 17(d) of the Act. Commission approval of a plan filed pursuant to Rule 17d-2 relieves an SRO of those regulatory responsibilities allocated by the plan to another SRO.

II. The Plan

On September 26, 1978, the Commission approved the Plan allocating regulatory responsibilities pursuant to Rule 17d-2 on a provisional basis.^[10] Under the Plan, FINRA was responsible, in part, for conducting on-site examination of each dual member for which it was the DEA. On February 20, 1980, the Commission noticed for comment an amendment to the Plan, which provided, in part, for the handling of customer complaints, the review of dual members' advertising, and the arbitration of disputes under the Plan.^[11] On May 30, 1980, the Commission approved the Plan, as amended.^[12]

III. Proposed Amendment to the Plan

On July 21, 2010, the Parties submitted a proposed amendment to the Plan. The amended agreement would replace the previous Plan in its entirety. Accordingly, the proposed 17d-2 Plan is intended to reduce the duplication in the examination of common members ^[13] and in the filing and processing of certain registration and membership records. Pursuant to the proposed 17d-2 Plan, FINRA would assume certain examination and enforcement responsibilities for common members with respect to certain applicable laws, rules, and regulations.

The text of the Plan delineates the proposed regulatory responsibilities with respect to the Parties. Included in the proposed Plan is an exhibit (the “CHX Certification of Common Rules” referred to herein as the “Certification”) that lists every CHX rule, and select federal securities laws, rules, and regulations, for which FINRA would bear responsibility under the Plan for examine and enforcing with respect to CHX members that are also members of FINRA and the associated persons therewith (“Dual Members”).

Specifically, under the 17d-2 Plan, FINRA would assume examination and enforcement responsibility relating to compliance by Dual Members with the rules of CHX that are substantially similar to the applicable rules of FINRA, as well as certain provisions of the federal securities laws and the rules and regulations thereunder delineated in the Certification (“Common Rules”).^[14] Common Rules would not include the application of any CHX rule or FINRA rule, or any rule or regulation under the Act, to the extent that it pertains to violations of insider trading activities, because such matters are covered by a separate multiparty agreement under Rule 17d-2.^[15] In the event that a Dual Member is the subject of an investigation relating to a transaction on CHX, the plan acknowledges that CHX may, in its discretion, exercise concurrent jurisdiction and responsibility for such matter.^[16]

Under the Plan, CHX would retain full responsibility for surveillance, examination, investigation, and enforcement with respect to trading activities or practices involving CHX's own marketplace; registration pursuant to its applicable rules of associated persons (i.e., registration rules that are not Common Rules); its duties and obligations as a DEA pursuant to Rule 17d-1 under the Act; and any CHX rules that are not Common Rules.^[17]

The text of the proposed 17d-2 Plan is as follows:

AGREEMENT BETWEEN FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. AND CHICAGO STOCK EXCHANGE, INC. PURSUANT TO RULE 17d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934

This Agreement, by and between the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Chicago Stock Exchange, Inc. (“CHX”), is made this 9th day of July, 2010 (the “Agreement”), pursuant to Section 17(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 17d-2 thereunder which permits agreements between self-regulatory organizations to allocate regulatory responsibility to eliminate regulatory duplication. FINRA and CHX may be referred to individually as a “party” and together as the “parties.”

This Agreement amends and restates the agreement entered into between the parties on September 16, 1977, entitled “Agreement Between the National Association of Securities Dealers, Inc. and the Midwest Stock Exchange Incorporated Pursuant to SEC Rule 17d-2 Under the Securities Exchange Act of 1934,” and any subsequent amendments thereafter.

WHEREAS, FINRA and CHX desire to reduce duplication in the examination of their Dual Members (as defined herein) and in the filing and processing of certain registration and membership records; and

WHEREAS, FINRA and CHX desire to execute an agreement covering such subjects pursuant to the provisions of Rule 17d-2 under the Exchange Act and to file such agreement with the Securities and Exchange Commission (the “SEC” or “Commission”) for its approval.

NOW, THEREFORE, in consideration of the mutual covenants contained hereinafter, FINRA and CHX hereby agree as follows:

1. Definitions. Unless otherwise defined in this Agreement or the context otherwise requires, the terms used in this Agreement shall have the same meaning as they have under the Exchange Act and the rules and regulations thereunder. As used in this Agreement, the following terms shall have the following meanings:

(a) “CHX Rules” or “FINRA Rules” shall mean: (i) the rules of the CHX, or (ii) the rules of FINRA, respectively, as the rules of an exchange or association are defined in Exchange Act Section 3(a)(27).

(b) “Common Rules” shall mean the CHX Rules that are substantially similar to the applicable FINRA Rules and certain provisions of the Exchange Act and SEC rules set forth on Exhibit 1 in that examination for compliance with such rules would not require FINRA to develop one or more new examination standards, modules, procedures, or criteria in order to analyze the application of such provisions or rule, or a Dual Member's activity, conduct, or output in relation to such rule; provided, however, Common Rules shall not include the application of SEC, CHX or FINRA rules as they pertain to violations of insider trading activities, which is covered by a separate 17d-2 Agreement by and among the American Stock Exchange LLC, BATS Exchange, Inc., Chicago Board Options Exchange, Inc., Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange, LLC, NYSE Arca Inc., NYSE Regulation, Inc., NASDAQ OMX BX, Inc. and NASDAQ OMX PHLX, Inc. effective April 15, 2010, as may be amended from time to time.

(c) “Dual Members” shall mean those CHX members that are also members of FINRA and the associated persons therewith.

(d) “Effective Date” shall be the date this Agreement is approved by the Commission.

(e) “Enforcement Responsibilities” shall mean the conduct of appropriate proceedings, in accordance with the FINRA Code of Procedure (the Rule 9000 Series) and other applicable FINRA procedural rules, to determine whether violations of Common Rules have occurred, and if such violations are deemed to have occurred, the imposition of appropriate sanctions as specified under the FINRA Code of Procedure and sanctions guidelines.

(f) “Regulatory Responsibilities” shall mean the examination responsibilities and Enforcement Responsibilities relating to compliance by the Dual Members with the Common Rules and the provisions of the Exchange Act and the rules and regulations thereunder, and other applicable laws, rules and regulations, each as set forth on Exhibit 1 attached hereto.

2. Regulatory and Enforcement Responsibilities. FINRA shall assume Regulatory Responsibilities and Enforcement Responsibilities for Dual Members. Attached as Exhibit 1 to this Agreement and made part hereof, CHX furnished FINRA with a current list of Common Rules and certified to FINRA that such rules are substantially similar to the corresponding FINRA Rule (the “Certification”). FINRA hereby agrees that the rules listed in the Certification are Common Rules as defined in this Agreement. Each year following the Effective Date of this Agreement, or more frequently if required by changes in either the rules of CHX or FINRA, CHX shall submit an updated list of Common Rules to FINRA for review which shall add CHX Rules not included in the current list of Common Rules that qualify as Common Rules as defined in this Agreement; delete CHX Rules included in the current list of Common Rules that no longer qualify as Common Rules as defined in this Agreement; and confirm that the remaining rules on the current list of Common Rules continue to be CHX Rules that qualify as Common Rules as defined in this Agreement. Within 30 days of receipt of such updated list, FINRA shall confirm in writing whether the rules listed in any updated list are Common Rules as defined in this Agreement. Notwithstanding anything herein to the contrary, it is explicitly understood that the term “Regulatory Responsibilities” does not include, and CHX shall retain full responsibility for (unless otherwise addressed by separate agreement or rule) the following (collectively, the “Retained Responsibilities”):

(a) surveillance, examination, investigation and enforcement with respect to trading activities or practices involving CHX's own marketplace;

(b) registration pursuant to its applicable rules of associated persons (i.e., registration rules that are not Common Rules);

(c) discharge of its duties and obligations as a Designated Examining Authority pursuant to Rule 17d-1 under the Exchange Act, if applicable; and

(d) any CHX Rules that are not Common Rules.

3. Dual Members. Prior to the Effective Date, CHX shall furnish FINRA with a current list of Dual Members, which shall be updated no less frequently than once each quarter.

4. No Charge. There shall be no charge to CHX by FINRA for performing the Regulatory Responsibilities and Enforcement Responsibilities under this Agreement except as hereinafter provided. FINRA shall provide CHX with ninety (90) days advance written notice in the event FINRA decides to impose any charges to CHX for performing the Regulatory Responsibilities under this Agreement. If FINRA determines to impose a charge, CHX shall have the right at the time of the imposition of such charge to terminate this Agreement; provided, however, that FINRA's Regulatory Responsibilities under this Agreement shall continue until the Commission approves the termination of this Agreement.

5. Applicability of Certain Laws, Rules, Regulations or Orders. Notwithstanding any provision hereof, this Agreement shall be subject to any statute, or any rule or order of the Commission. To the extent such statute, rule or order is inconsistent with one or more provisions of this Agreement, the statute, rule or order shall supersede the provision(s) hereof to the extent necessary to be properly effectuated and the provision(s) hereof in that respect shall be null and void.

6. Notification of Violations.

(a) In the event that FINRA becomes aware of apparent violations of any CHX Rules, which are not listed as Common Rules, discovered pursuant to the performance of the Regulatory Responsibilities assumed hereunder, FINRA shall notify CHX of those apparent violations for such response as CHX deems appropriate.

(b) In the event that CHX becomes aware of apparent violations of any Common Rules, discovered pursuant to the performance of the Retained Responsibilities, CHX shall notify FINRA of those apparent violations and such matters shall be handled by FINRA as provided in this Agreement.

(c) Apparent violations of Common Rules shall be processed by, and enforcement proceedings in respect thereto shall be conducted by FINRA as provided hereinbefore; provided, however, that in the event a Dual Member is the subject of an investigation relating to a transaction on the CHX, CHX may in its discretion assume concurrent jurisdiction and responsibility.

(d) Each party agrees to make available promptly all files, records and witnesses necessary to assist the other in its investigation or proceedings.

7. Continued Assistance.

(a) FINRA shall make available to CHX all information obtained by FINRA in the performance by it of the Regulatory Responsibilities hereunder with respect to the Dual Members subject to this Agreement. In particular, and not in limitation of the foregoing, FINRA shall furnish CHX any information it obtains about Dual Members which reflects adversely on their financial condition. CHX shall make available to FINRA any information coming to its attention that reflects adversely on the financial condition of Dual Members or indicates possible violations of applicable laws, rules or regulations by such firms.

(b) The parties agree that documents or information shared shall be held in confidence, and used only for the purposes of carrying out their respective regulatory obligations. Neither party shall assert regulatory or other privileges as against the other with respect to documents or information that is required to be shared pursuant to this Agreement.

(c) The sharing of documents or information between the parties pursuant to this Agreement shall not be deemed a waiver as against third parties of regulatory or other privileges relating to the discovery of documents or information.

8. Statutory Disqualifications. When FINRA becomes aware of a statutory disqualification as defined in the Exchange Act with respect to a Dual Member, FINRA shall determine pursuant to Sections 15A(g) and/or Section 6(c) of the Exchange Act the acceptability or continued applicability of the person to whom such disqualification applies and keep CHX advised of its actions in this regard for such subsequent proceedings as CHX may initiate.

9. Customer Complaints. CHX shall forward to FINRA copies of all customer complaints involving Dual Members received by CHX relating to FINRA's Regulatory Responsibilities under this Agreement. It shall be FINRA's responsibility to review and take appropriate action in respect to such complaints.

10. Advertising. FINRA shall assume responsibility to review the advertising of Dual Members subject to the Agreement, provided that such material is filed with FINRA in accordance with FINRA's filing procedures and is accompanied with any applicable filing fees set forth in FINRA Rules.

11. No Restrictions on Regulatory Action. Nothing contained in this Agreement shall restrict or in any way encumber the right of either party to conduct its own independent or concurrent investigation, examination or enforcement proceeding of or against Dual Members, as either party, in its sole discretion, shall deem appropriate or necessary.

12. Termination. This Agreement may be terminated by CHX or FINRA at any time upon the approval of the Commission after one (1) year's written notice to the other party, except as provided in paragraph 4.

13. Arbitration. In the event of a dispute between the parties as to the operation of this Agreement, CHX and FINRA hereby agree that any such dispute shall be settled by arbitration in Washington, D.C. in accordance with the rules of the American Arbitration Association then in effect, or such other procedures as the parties may mutually agree upon. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Each party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other party. In the event of a dispute between the parties, the parties shall continue to perform their respective obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with its provisions. Nothing in this Section 13 shall interfere with a party's right to terminate this Agreement as set forth herein.

14. Notification of Members. CHX and FINRA shall notify Dual Members of this Agreement after the Effective Date by means of a uniform joint notice.

15. Amendment. This Agreement may be amended in writing duly approved by each party. All such amendments must be filed with and approved by the Commission before they become effective.

16. Limitation of Liability. Neither FINRA nor CHX nor any of their respective directors, governors, officers or employees shall be liable to the other party to this Agreement for any liability, loss or damage resulting from or claimed to have resulted from any delays, inaccuracies, errors or omissions with respect to the provision of Regulatory Responsibilities as provided hereby or for the failure to provide any such responsibility, except with respect to such liability, loss or damages as shall have been suffered by one or the other of FINRA or CHX and caused by the willful misconduct of the other party or their respective directors, governors, officers or employees. No warranties, express or implied, are made by FINRA or CHX with respect to any of the responsibilities to be performed by each of them hereunder.

17. Relief from Responsibility. Pursuant to Sections 17(d)(1)(A) and 19(g) of the Exchange Act and Rule 17d-2 thereunder, FINRA and CHX join in requesting the Commission, upon its approval of this Agreement or any part thereof, to relieve CHX of any and all responsibilities with respect to matters allocated to FINRA pursuant to this Agreement; provided, however, that this Agreement shall not be effective until the Effective Date.

18. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each party has executed or caused this Agreement to be executed on its behalf by a duly authorized officer as of the date first written above.

EXHIBIT 1

CHX CERTIFICATION OF COMMON RULES

CHX hereby certifies that the requirements contained in the rules listed below for CHX are identical to, or substantially similar to, the comparable FINRA (NASD) Rules, Exchange Act provision or SEC rule identified (“Common Rules”).

CHX rule	FINRA (NASD) rule, Exchange Act provision, SEC rule
Article 6, Rule 2 Registration and Approval of Participant Personnel 18	NASD Rule 1021(a) and (b) Registration Requirements; NASD Rule 1031(a) and (b) Registration Requirements; NASD Rule 1060(a)(1) and (2) Persons Exempt from Registration; and NASD Rule 3070 (a) Reporting Requirements.
Article 6, Rule 3 Training and Examination of Registrants 19	NASD Rules 1031(a) and (b) Registration Requirements and 1032 Categories of Representative Registration.
Article 6, Rule 5(a) Supervision of Registered Persons and Branch and Resident Offices	NASD Rule 3010(a)(2) and (b)(3) Supervision.*
Article 6, Rule 5(b) Supervision of Registered Persons and Branch and Resident Offices	NASD Rule 3010(a)(2), (b)(1), (b)(4), and (d) Supervision.*
Article 6, Rule 5(c) Supervision of Registered Persons and Branch and Resident Offices	NASD Rule 3010(a)(7) Supervision.*
Article 6, Rule 10(a) Fingerprinting	Exchange Act Rule 17f-2.
Article 6, Rule 11 Continuing Education for Registered Persons 20	NASD Rule 1120(a)(1)-(5), 1120(b) Continuing Education Requirements.
Article 6, Rule 12 Anti-Money Laundering Compliance Program 21	FINRA Rule 3310 Anti-Money Laundering Compliance Program.
Article 8, Rule 3 Fraudulent Acts	FINRA Rules 2010 Standards of Commercial Honor and Principles of Trade, 2020 Use of Manipulative, Deceptive or Other Fraudulent Devices and NASD IM 2310-2(b)(4) Fair Dealing with Customers.
Article 8, Rule 10 Customer Dealings—Account Transfers	NASD Rule 11870(a)(1) Customer Account Transfer Contracts.
Article 8, Rule 11 Customer Dealings—Suitability	NASD Rule 2310 Recommendations to Customers (Suitability) and IM-2310-2(b) Fair Dealing with Customers.
Article 8, Rule 12 Interest in Customer Accounts 22	FINRA Rule 2150(b) Customers' Securities or Funds.
Article 8, Rule 13(a) Advertising and Promotion	NASD Rule 2210(d)(1)(B) Communications with the Public.
Article 8, Rule 13(b) Advertising and Promotion	NASD Rule 2210(a) Communications with the Public.
Article 9, Rule 2 Just and Equitable Trade Principles	FINRA Rule 2010 Standards of Commercial Honor and Principles of Trade.
Article 9, Rule 10 Prearranged Trades	Exchange Act Sections 9(a); 10(b) and Rule 10b-5 thereunder.*
Article 9, Rule 11 Price Manipulation	Exchange Act Sections 9(a); 10(b) and Rule 10b-5 thereunder.*
Article 9, Rule 12 Manipulative Operations	Exchange Act Sections 9(a); 10(b) and Rule 10b-5 thereunder.*
Article 9, Rule 21 Discretion of Employees Prohibited 23	NASD Rule 2510(b), (c) and (d)(1) Discretionary Accounts.
Article 9, Rule 23(a) Short Sales	Regulation SHO.
Article 11, Rule 2 Maintenance of Books and Records 24	NASD Rule 3110(a) Books and Records.*
Article 21, Rule 2 Book-Entry Settlement Requirements	NASD Rule 11310 Book-Entry Settlement.
* FINRA shall not have any Regulatory Responsibilities for these rules as they pertain to violations of insider trading activities, which is covered by a separate 17d-2 Agreement by and among the American Stock Exchange LLC, BATS Exchange, Inc., Chicago Board Options Exchange, Inc., Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange, LLC, NYSE Arca Inc., NYSE Regulation, Inc., NASDAQ OMX BX, Inc. and NASDAQ OMX PHLX, Inc. effective April 15, 2010, as may be amended from time to time.
18 FINRA shall not have any Regulatory Responsibilities for CHX Article 6 Rule 2 (a), (b)(7), (b)(10), (f), interpretation .01 or interpretation .03 and such sections shall not be considered Common Rules for purposes of this Agreement; responsibility for such requirements remain with CHX.
19 FINRA shall not have any Regulatory Responsibilities for CHX Article 6 Rule 3 requirement regarding completion of a training course and interpretation .01 and such provisions shall not be considered Common Rules for purposes of this Agreement; responsibility for such requirements remain with CHX.
20 FINRA shall not have any Regulatory Responsibilities for exercise of exemptive or other discretionary authority by CHX to the extent it makes the rule inconsistent with the corresponding FINRA rule.
21 FINRA shall not have any Regulatory Responsibilities regarding the CHX rule to the extent it does not contain an exception to independent testing and requires notice to CHX.
22 FINRA shall only have Regulatory Responsibilities for the first phrase of CHX Article 8 Rule 12 regarding guaranteeing customers against loss in their account and only the first phrase shall be considered a Common Rule for purposes of this Agreement; responsibility for the remainder of the CHX rule remains with CHX.
23 FINRA shall not have any Regulatory Responsibilities regarding the CHX rule to the extent it does not contain an exception for time and price discretion.
24 FINRA shall not have any Regulatory Responsibilities regarding maintaining books and records in conformity with CHX rules.

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

Pursuant to Section 17(d)(1) of the Act ^[25] and Rule 17d-2 thereunder,^[26] after September 2, 2010, the Commission may, by written notice, declare the plan submitted by FINRA and CHX, File No. 4-274, to be effective if the Commission finds that the plan is necessary or appropriate in the public interest and for the protection of investors, to foster cooperation and coordination among self-regulatory organizations, or to remove impediments to and foster the development of the national market system and a national system for the clearance and settlement of securities transactions and in conformity with the factors set forth in Section 17(d) of the Act.

V. Solicitation of Comments

In order to assist the Commission in determining whether to approve the proposed 17d-2 Plan and to relieve CHX of the responsibilities which would be assigned to FINRA, interested persons are invited to submit written data, views, and arguments concerning the foregoing. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​other.shtml); or
• Send an e-mail to [e-mail]. Please include File Number 4-274 on the subject line.

Paper Comments

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

All submissions should refer to File Number 4-274. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​other.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed plan that are filed with the Commission, and all written communications relating to the proposed plan between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the plan also will be available for inspection and copying at the principal offices of CHX and FINRA. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number 4-274 and should be submitted on or before September 2, 2010.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.^[27]

Florence E. Harmon,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78q(d).

2.  17 CFR 240.17d-2.

3.  15 U.S.C. 78s(g)(1).

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

5.  15 U.S.C. 78q(d)(1).

6.  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).

7.  17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.

8.  See Securities Exchange Act Release No. 12352 (April 20, 1976), 41 FR 18808 (May 7, 1976).

9.  See Securities Exchange Act Release No. 12935 (October 28, 1976), 41 FR 49091 (November 8, 1976).

10.  See Securities Exchange Act Release No. 15191 (September 26, 1978), 43 FR 46093 (October 5, 1978).

11.  See Securities Exchange Act Release No. 16591 (February 20, 1980), 45 FR 12573 (February 26, 1980).

12.  See Securities Exchange Act Release No. 16858 (May 30, 1980), 45 FR 37927 (June 5, 1980).

13.  The proposed 17d-2 Plan refers to these members as “Dual Members.” See Paragraph 1(c) of the proposed 17d-2 Plan.

14.  See paragraph 1(b) of the proposed 17d-2 Plan (defining Common Rules). See also paragraph 1(f) of the proposed 17d-2 Plan (defining Regulatory Responsibilities). Paragraph 2 of the Plan provides that annually, or more frequently as required by changes in either CHX rules or FINRA rules, the parties shall review and update, if necessary, the list of Common Rules. Further, paragraph 3 of the Plan provides that CHX shall furnish FINRA with a list of Dual Members, and shall update the list no less frequently than once each quarter.

15.  See Securities Exchange Act Release No. 61919 (April 15, 2010), 75 FR 21051 (April 22, 2010) (File No. 4-566) (notice of filing and order approving and declaring effective the plan).

16.  See paragraph 6 of the proposed 17d-2 Plan.

17.  See paragraph 2 of the proposed 17d-2 Plan.

25.  15 U.S.C. 78q(d)(1).

26.  17 CFR 240.17d-2.

27.  17 CFR 200.30-3(a)(34).