[Federal Register Volume 80, Number 1 (Friday, January 2, 2015)]
[Notices]
[Pages 95-97]
[FR Doc No: 2014-30695]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73936; File No. SR-BYX-2014-041]

Self-Regulatory Organizations; BATS Y-Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 2.12 To Remove References to ``Direct Edge ECN LLC'' and ``DE
Route''

December 24, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 22, 2014, BATS Y-Exchange, Inc. (the ``Exchange'' or
``BYX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    The Exchange filed a proposed rule change to amend Rule 2.12 to
remove references to ``Direct Edge ECN LLC'' and ``DE Route.'' The
Exchange does not propose to amend the requirements of this rule.
    The text of the proposed rule change is available at the Exchange's
Web site at http://www.batstrading.com, at the principal office of the
Exchange, 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, the Exchange 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. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant parts of such
statements.

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

1. Purpose
    Earlier this year, the Exchange and its affiliate BATS Exchange,
Inc. (``BZX'') received approval to affect a merger (the ``Merger'') of
the Exchange's parent company, BATS Global Markets, Inc., with Direct
Edge Holdings LLC, the indirect parent of EDGX Exchange, Inc.
(``EDGX'') and EDGA Exchange, Inc. (``EDGA'', and together with BZX,
BYX and EDGX, the ``BGM Affiliated Exchanges'').\3\ As a result, the
Exchange amended Rule 2.12 to reflect that DE Route, the affiliated
EDGA and EDGX routing broker dealer, would also act as the inbound
router for routing orders from EDGA and EDGX to the Exchange. In the
context of the Merger, the BGM Affiliated Exchanges are working to
migrate EDGX and EDGA onto the BATS technology platform, and align
certain system functionality, retaining only intended differences
between the BGM Affiliated Exchanges. As a result of these efforts, the
Exchange proposes to amend to amend [sic] Rule 2.12 to remove
references to ``Direct Edge ECN LLC'' and ``DE Route'' to reflect that
BATS Trading, Inc. will be the Exchange's sole routing broker-dealer as
of January 12, 2015. Thereafter, BATS Trading will serve as the sole
inbound routing broker-dealer for the Exchange. The Exchange does not
propose to amend the requirements of the rule.
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    \3\ See Securities Exchange Act Release No. 71375 (January 23,
2014), 79 FR 4771 (January 29, 2014) (SR-BATS-2013-059; SR-BYX-2013-
039).
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    DE Route and BATS Trading provide Members of the Exchange, EDGA,
EDGX and BZX with optional routing services to other market centers.
Thus, in certain circumstances, DE Route and BATS Trading provides
inbound routing from EDGA, EDGX, or BZX to the Exchange. Exchange Rule
2.12 governs this inbound routing of orders by DE Route and BATS
Trading to the Exchange in DE Route's and BATS Trading's capacity as a
facility of the Exchange. The Exchange proposes to amend Rule 2.12 to
remove all references to DE Route as BATS Trading will be the sole
inbound routing service for the Exchange upon migration of EDGA and
EDGX onto the BATS technology platform. The Exchange does not propose
to amend the requirements of this rule. Therefore, the conditions and
limitations set forth in Exchange Rule 2.12(a) will continue to require
that:
     The Exchange enter into (a) a plan pursuant to Rule 17d-2
under the Act with a non-affiliated self-regulatory organization
(``SRO'') to relieve the Exchange of regulatory responsibilities for
BATS Trading with respect to rules that are common rules between the
Exchange and the non-affiliated SRO, and (b) a regulatory services
contract (``Regulatory Contract'') with a non-affiliated SRO to perform
regulatory responsibilities for BATS Trading for unique Exchange rules.
     The Regulatory Contract require the Exchange to provide
the non-affiliated SRO with information, in an easily accessible
manner, regarding all exception reports, alerts, complaints, trading
errors, cancellations, investigations, and enforcement matters
(collectively ``Exceptions'') in which BATS Trading is identified as a
participant that has potentially violated Exchange or Commission rules,
and requires that the non-affiliated SRO provide a report, at least
quarterly, to the Exchange quantifying all Exceptions in which BATS
Trading is identified as a participant that has potentially violated
Exchange or Commission rules.
     The Exchange, on behalf of holding company indirectly
owning the Exchange, establish and maintain procedures and internal
controls reasonably designed to ensure that BATS Trading does not
develop or

implement changes to its system based on non-public information
obtained as a result of its affiliation with the Exchange, until such
information is available generally to similarly situated Members of the
Exchange.
     The Exchange furnish to BATS Trading only the same
information and on the same terms as the Exchange makes available in
the normal course of business to other users.\4\
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    \4\ See Exchange Rule 2.12(a)(2).
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    In addition, provided the conditions in Exchange Rule 2.12 are
complied with, and provided further that BATS Trading operates as an
outbound router on behalf of BZX on the same terms and conditions as it
does for the Exchange, and in accordance with the rules of BZX, BATS
Trading may provide inbound routing services to the Exchange from BZX.
BATS Trading provides members of the BGM Affiliated Exchanges
(including BZX) with optional routing services to other market centers,
which may include routing from a BGM Affiliated Exchange to the
Exchange. Therefore, the Exchange proposes to remove reference to BZX
as BATS Trading will be required under Exchange Rule 2.12 to operate as
an outbound router on behalf of each BATS Exchange on the same terms
and conditions as it does for the Exchange, and in accordance with the
rules of each BATS Exchange, BATS Trading may provide inbound routing
services to the Exchange from each BATS Exchange. The Exchange believes
that Rule 2.12 will continue to adequately manage the potential for
conflicts of interest that could arise from BATS Trading routing orders
to the Exchange.
Implementation Date
    The Exchange intends to implement the proposed rule change on or
about January 12, 2015, which is the anticipated date upon which the
migration of the EDGA and EDGX to the BATS technology platform will be
complete and BATS Trading, Inc. will act as the BGM Affiliated
Exchange's sole routing broker-dealer.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent
with Section 6(b) of the Act \5\ and further the objectives of Section
6(b)(5) of the Act \6\ because they are designed to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, to
foster cooperation and coordination with persons engaged in
facilitating transactions in securities, and, in general, to protect
investors and the public interest. The proposed rule change also is
designed to support the principles of Section 11A(a)(1) \7\ of the Act
in that it seeks to assure fair competition among brokers and dealers
and among exchange markets. The Exchange does not propose to amend the
requirements of the rule and the proposed rule change is intended only
to reflect that BATS Trading will be the Exchange's sole routing
broker-dealer upon migration of the EDGA and EDGX to the BATS
technology platform. A consistent technology offering through the use
of a single routing broker-dealer by each of the BGM Affiliated
Exchange will, in turn, simplify the technology implementation, changes
and maintenance by users of the Exchange that are also participants on
EDGA, EDGX, and BZX. As such, the proposed rule change would foster
cooperation and coordination with persons engaged in facilitating
transactions in securities and would remove impediments to and perfect
the mechanism of a free and open market and a national market system.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
    \7\ 15 U.S.C. 78k-1(a)(1).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange 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. The Exchange
reiterates that the proposed rule change is being proposed in the
context of the technology integration of the BGM Affiliated Exchanges.
Thus, the Exchange believes this proposed rule change is necessary to
permit fair competition among national securities exchanges. In
addition, the Exchange believes the proposed rule change will benefit
Exchange participants in that it is one of several changes necessary to
achieve a consistent technology offering by the BGM Affiliated
Exchanges.

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

    The Exchange has neither solicited nor received written comments on
the proposed rule change.

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

    The Exchange has designated this rule filing as non-controversial
under Section 19(b)(3)(A) of the Act \8\ and paragraph (f)(6) of Rule
19b-4 thereunder.\9\ Because the proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative prior to 30 days from the date on which it was filed,
or such shorter time as the Commission may designate if consistent with
the protection of investors and the public interest, the proposed rule
change has become effective pursuant to Section 19(b)(3)(A) of the Act
and Rule 19b-4(f)(6) thereunder.\10\
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4.
    \10\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \11\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay in order
to permit the Exchange to implement the proposed rule change on January
12, 2015, which is the anticipated date upon which the migration of
EDGA and EDGX to the BATS technology platform will be complete and BATS
Trading will serve as the Exchange's sole routing broker-dealer. The
Exchange states that waiver of the operative delay is consistent with
the protection of investors and the public interest because it will
allow BATS Trading to act as the BGM Affiliated Exchanges' sole routing
broker-dealer upon migration of EDGX and EDGA to the BATS technology
platform, thereby simplifying the technology integration for Members of
the Exchange that are also participants on EDGX, EDGA, and BZX. In this
regard, the Exchange notes that, since completion of the Merger, both
Members and the BGM Affiliated Exchanges have made numerous systems
changes in preparation for the technology migration occurring on
January 12, 2015, the Exchange has issued frequent updates to Members
informing them of the BGM Affiliated Exchange technology migration as
well as its anticipated time line so that Members may make the
requisite system

changes, and the Exchange has conducted multiple testing opportunities
for Members to ensure that both Members' and the Exchange's systems
will operate in accordance with the proposed rule change on January 12,
2015. The Commission believes that waiving the 30-day operative delay
is consistent with the protection of investors and the public interest.
Therefore, the Commission hereby waives the operative delay and
designates the proposed rule change operative upon filing.\13\
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    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend 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. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) of the Act \14\ to determine whether the proposed
rule change should be approved or disapproved.
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    \14\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-BYX-2014-041 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BYX-2014-041. This file
number should be included on the subject line if email 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 Web site viewing and
printing in the Commission's Public Reference Room at 100 F Street NE.,
Washington, DC 20549-1090 on official business days between the hours
of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be
available for inspection and copying at the principal office of the
Exchange. 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-BYX-
2014-041, and should be submitted on or before January 23, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30695 Filed 12-31-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: October 5, 2010 (Volume 75, Number 192)]
[Notices]
[Page 61464-61465]
[DOCID:fr05oc10-60]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. PR10-37-001]

Washington 10 Storage Corporation; Notice of Compliance Filing

September 24, 2010.
    Take notice that on September 22, 2010, Washington 10 Storage
Corporation, in compliance with the Commission's September 17, 2010
Letter Order issued in Docket No. PR10-37-000,\1\ filed a revised
Statement of Operating Conditions reflecting an effective date of June
18, 2010.
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    \1\ See Washington 10 Storage Corporation, Docket No. PR10-37-
000, (September 17, 2010) (unpublished letter order).
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    Any person desiring to participate in this rate filing must file in
accordance with Rules 211 and 214 of the Commission's Rules of Practice
and Procedure (18 CFR 385.211 and 385.214). Protests will be considered
by the Commission in determining the appropriate action to be taken,
but will not serve to make protestants parties to the proceeding. Any
person wishing to become a party must file a notice of intervention or
motion to intervene, as appropriate. Such notices, motions, or protests
must be filed on or before the date as indicated below. Anyone filing
an intervention or protest must serve a copy of that document on the
Applicant. Anyone filing an intervention or protest

on or before the intervention or protest date need not serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is 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>.
    Comment Date: 5 p.m. Eastern time on Monday, October 4, 2010.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-24939 Filed 10-4-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: October 6, 2006 (Volume 71, Number 194)]
[Notices]
[Page 59148-59157]
[DOCID:fr06oc06-99]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54551; File No. 4-524]

Joint Industry Plan; Order Approving NMS Linkage Plan Filed by
the American Stock Exchange LLC, Boston Stock Exchange, Inc., Chicago
Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., The
NASDAQ Stock Market LLC, National Stock Exchange, New York Stock
Exchange LLC, NYSE Arca, Inc., and Philadelphia Stock Exchange, Inc.

September 29, 2006.

I. Introduction

    On July 17, 2006, pursuant to Rule 608 of the Securities Exchange
Act of 1934 (``Act''),\1\ the American Stock Exchange LLC (``Amex''),
the Boston Stock Exchange, Inc. (``BSE''), the Chicago Board Options
Exchange, Incorporated (``CBOE''), the Chicago Stock Exchange, Inc.
(``CHX''), The NASDAQ Stock Market LLC (``Nasdaq''), the National Stock
Exchange (``NSX''), the New York Stock Exchange LLC (``NYSE''), and
NYSE Arca, Inc. (``NYSE Arca'') (``Linkage Participants'') filed with
the Securities and Exchange Commission (``Commission'') an executed
copy of the ``Plan for the Purpose of Creating and Operating an
Intermarket Communications Linkage Pursuant to Section 11A(a)(3)(B) of
the Securities Exchange Act of 1934'' (``Linkage Plan'' or ``Plan''), a
national market system plan to create and operate an intermarket
communications linkage pursuant to Section 11A(a)(3)(B) of the Act.\2\
The Linkage Plan was initially executed by the eight self-regulatory
organizations (``SROs'') listed above. The Philadelphia Stock Exchange,
Inc. (``Phlx'') subsequently executed the Linkage Plan on August 1,
2006.\3\ The Commission published the Linkage Plan for comment in the
Federal Register on August 4, 2006.\4\ No comments were received on the
Plan. This Order approves the Linkage Plan, thus authorizing the Plan
Participants to act jointly in planning, developing, operating and
regulating the NMS Linkage System (``Linkage'' or ``System'') that will
electronically link the Participant Markets to one another, as
described in the Linkage Plan, so as to further the objectives of
Congress as set forth in Section 11A of the Act.\5\ A copy of the Plan,
as approved, is attached as Exhibit A.
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    \1\ 17 CFR 242.608.
    \2\ 15 U.S.C. 78k-1(a)(3)(B).
    \3\ A Linkage Plan, dated August 1, 2006, reflecting Phlx's
inclusion as a Linkage Participant, was received by the Commission
on August 9, 2006.
    \4\ See Securities Exchange Act Release No. 54239 (July 28,
2006), 71 FR 44328.
    \5\ 15 U.S.C. 78k-1.
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II. Background

    Currently, the connectivity between markets is provided pursuant to
the Intermarket Trading System (``ITS'') Plan, a National Market System
plan, which was designed to facilitate intermarket trading in exchange-
listed equity securities based on current quotation information
emanating from the linked markets.\6\ Physical access is provided by
ITS connectivity, and the terms of access are governed by the ITS Plan.
Participants in the ITS Plan have agreed not to charge for access to
their markets through the ITS. The ITS Plan provides grievance
procedures for instances when a market's quote is traded through and
sets forth procedures to follow in the event of a locked or crossed
market.
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    \6\ See Securities Exchange Act Release No. 14661 (Apr. 14,
1978), 43 FR 17419 (Apr. 24, 1978) (temporarily approving the ITS
Plan). See also Securities Exchange Act Release No. 19456 (Jan. 27,
1983), 48 FR 4938 (Feb. 3, 1983) (permanently approving the ITS
Plan).
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    When the Commission adopted Regulation NMS over a year ago,\7\ it
stated its belief that fair and efficient access to markets can be
achieved without a collective intermarket linkage facility such as ITS,
if baseline intermarket access rules are established. The Commission
adopted Rule 610 (Access Rule) that requires non-discriminatory direct
or indirect access and enables the use of private linkages offered by a
variety of connectivity providers. The Commission also adopted Rule 611
(The Order Protection Rule) that establishes intermarket protection
against trade-throughs for all NMS stocks. The required date for full
operation of Regulation NMS-compliant trading systems of all automated
trading centers that intend to qualify their quotations for trade-
through protection under Rule 611 is February 5, 2007 (``Trading Phase
Date'').\8\
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    \7\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496 (June 29, 2005).
    \8\ See Securities Exchange Act Release No. 53829 (May 18,
2006), 71 FR 30038 (May 24, 2006) (extending Rule 610 and Rule 611
compliance dates).
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    Following the adoption of Regulation NMS and considering the
limitations of the ITS Plan, and anticipating its termination, the ITS
Participants (other than the NASD) agreed to the Linkage Plan, which,
together with the ITS Plan, would govern the operation of the System
until the termination of the ITS Plan, which is expected to take place
on the Trading Phase Date.\9\ After the Trading Phase Date and until
the SROs otherwise arrange to meet their access responsibilities, the
operation of the System would be governed by the Linkage Plan.\10\ The
Linkage Plan is intended to serve as an interim solution until all
Participants are able to make other arrangements to meet their access
responsibilities.\11\
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    \9\ Because the Linkage Plan does not contain trade-through and
locked/crossed market prohibitions, it is necessary to preserve the
operation of the ITS Plan for the period before the Trading Phase
Date. It is the Commission's understanding that the ITS Plan
Participants intend to file with the Commission a request for the
termination of the ITS Plan. See letter from ITS Plan Participants
to Nancy Morris, Secretary, Commission, dated September 18, 2006
(the ``Letter'').
    \10\ As provided in Sections 11 and 13 of the Linkage Plan, the
Linkage Plan is to become operative on October 1, 2006 and will
terminate on June 30, 2007. Linkage Plan Participants that wish to
extend the term could agree to do so, subject to Commission
approval.
    \11\ The National Association of Securities Dealers, Inc.
(``NASD'') is not planning to join the Linkage Plan and until the
Trading Phase Date will continue to maintain its connectivity under
the ITS Plan.
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    Until the Trading Phase Date, the Linkage Plan would run
concurrently with the ITS Plan. Therefore, until the Trading Phase
Date, when the ITS Plan is expected to terminate, all Linkage Plan
Participants remain subject to the ITS Plan. To permit the Linkage Plan
Participants to commence trading pursuant to the Linkage Plan, the ITS
Plan Participants have requested that the Commission issue an exemption
from certain provisions of the ITS Plan that would interfere with the
operation of the Linkage Plan.\12\
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    \12\ With the exception of SRO rules pertaining to locked and
crossed markets, the ITS Plan Participants have requested relief
from the requirement to enforce compliance with those SRO rules,
which correspond to the requested ITS Plan exemptions. See the
Letter. The Linkage Plan Participants will continue to be subject to
Section 8(d)(i) of the ITS Plan (Trade-Throughs; Locked Markets) and
corresponding SRO rules.
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III. Description of the Linkage Plan

A. Operation of the Linkage Plan

    The System includes the data processing hardware, software and
communications network that electronically link the Participant Markets
to one another. The System accommodates only regular-way trading. All
System trades must be compared, cleared and settled through Commission-
registered clearing corporations. The System is designed to accommodate
trading in any Eligible Security, as defined in Section VII of the
Consolidated Tape Association (``CTA'') Plan. Section VII of the CTA
Plan provides generally that Eligible Securities include equity
securities

registered on the NYSE, the Amex or another national securities
exchange whose original listing requirements substantially meet those
of NYSE or Amex except for securities that are listed on the Nasdaq
Stock Market. The particular securities that may be traded through the
System at any time are selected by the Supervisory Committee. The
Supervisory Committee may add or delete System securities as it deems
appropriate and may delay the commencement of trading in any Eligible
Security if capacity or other operational considerations require a
delay.
    The Securities Industry Automation Corporation (``SIAC'') serves as
the System's facilities manager and has responsibility for the
operation and maintenance of the System. SIAC performs its function as
facilities manager in accordance with Plan provisions and subject to
the administrative oversight of the Supervisory Committee.\13\
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    \13\ Section 5(d) of the Linkage Plan.
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    The System accepts only immediate-or-cancel limit orders. Orders
must be sent to a Participant Market through the auspices of a member
of that Participant, known as a Sponsoring Member.\14\ The minimum
information that must be specified in an order includes the Sponsoring
Member; the ``give-up'' in the originating Participant Market; the
security; the side (buy or sell); the amount to be bought or sold
(which must be for one unit of trading (i.e., 100 shares) or any
multiple thereof); and the price.\15\ The price must be equal to the
bid or offer then being furnished by the destination Participant
Market. An order must specify a ``time in force'' of 5, 15 or 120
seconds, after which the order will expire if unexecuted.
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    \14\ In the event that the Participants are unable to implement
Sponsoring Member billing on October 1, 2006, the Participants have
agreed to accept direct exchange-to-exchange billing and have filed
proposed rule changes to this effect. See, e.g., Securities Exchange
Act Release No. 54480 (Sept. 21, 2006), 71 FR 57596 (Sept. 29,
2006).
    \15\ Section 6(a)(ii) of the Linkage Plan.
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    After Trading Phase Date, all routed limit orders will be presumed
by the executing market to be intermarket sweep orders sent in
accordance with Rule 611(b) of Regulation NMS.\16\ The trading rules
applicable in destination Participant Markets will apply to orders
received in the market and the execution of those orders in the
market.\17\
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    \16\ Section 6(a)(v) of the Linkage Plan.
    \17\ Section 6(b) of the Linkage Plan.
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B. Terms and Conditions of Access

    Section 3(c) of the Plan provides that any national securities
exchange or national securities association may become a Plan
Participant by agreeing, in an amendment to the Plan adopted in
accordance with its provisions, to comply, and to enforce compliance,
with the Plan as provided in Section 3(b) of the Plan. An applicant for
Plan participation is required to pay SIAC an amount estimated by SIAC
to cover development costs to be incurred to accommodate the new
Participant. In addition, before the applicant becomes a Plan
Participant, the applicant must pay SIAC actual development costs in
excess of estimated development costs, or SIAC will reimburse the
applicant estimated development costs that were paid and are in excess
of actual development costs. A new Participant shares in development
costs incurred after it becomes a Participant in accordance with
Section 10(a)(iii)(A).\18\
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    \18\ Section 10(a)(iii)(C) of the Linkage Plan.
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C. Fees and Charges

    The Linkage Plan imposes no fees or charges in connection with
orders executed through the Linkage. A Sponsoring Member is subject to
applicable transaction charges imposed by the executing market.\19\
Each Participant is free to determine whether or not to impose, and the
amount of, a fee or charge on its members in connection with use of its
facilities to access the System. Any such fee or charge must not be of
such size, or so structured, as to discourage use of the System.\20\
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    \19\ The Sponsoring Member is responsible for paying applicable
transaction fees of the destination market.
    \20\ Section 10(b) of the Linkage Plan. Any fees charged by
Participants must be filed with the Commission pursuant to Section
19(b) of the Act.
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D. Dispute Resolution

    The Linkage Plan does not include specific provisions regarding
resolution of disputes between or among Participants. Section 4(d) of
the Plan provides that no action or inaction by the Supervisory
Committee shall prejudice any Participant's right to present its views
to the Commission or any other person with respect to any matter
relating to the System or to seek to enforce its views in any other
forum it deems appropriate. In addition, Section 6(b) provides that the
trading rules of the destination market apply to orders received in
that market, as well as to executions of orders in that market. Each
Participant determines the extent to which its trading rules apply to
members in its market with respect to the members' issuance of orders
from the market and executions that occur in the market.

IV. Discussion

    In Section 11A of the Act,\21\ Congress directed the Commission to
facilitate the development of a national market system consistent with
the objectives of the Act. In particular, Section 11A(a)(3)(B) of the
Act \22\ authorizes the Commission ``by rule or order, to authorize or
require SROs to act jointly with respect to matters as to which they
share authority under this title in planning, developing, operating, or
regulating a national market system (or a subsystem thereof) or one or
more facilities''. Rule 608 under the Act establishes the procedures
for filing, amending, and approving national market system plans.\23\
Pursuant to paragraph (b)(2) of Rule 608, the Commission's approval of
a national market system plan is conditioned upon a finding that the
proposed plan ``is necessary or appropriate in the public interest, for
the protection of investors and the maintenance of fair and orderly
markets, to remove impediments to, and perfect the mechanisms of, a
national market system, or otherwise in furtherance of the purposes of
the Act''.\24\
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    \21\ 15 U.S.C. 78k-1.
    \22\ 15 U.S.C. 78k-1(a)(3)(B).
    \23\ 17 CFR 242.608.
    \24\ 17 CFR 242.608(b)(2).
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    After carefully considering the proposed Linkage Plan, the
Commission has determined to approve, pursuant to Section 11A(a)(3)(B)
of the Act,\25\ and Rule 608 thereunder,\26\ the Linkage Plan, thus
authorizing the Plan Participants to act jointly to implement the
Plan's intermarket linkage.\27\
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    \25\ 15 U.S.C. 78k-1(a)(3)(B).
    \26\ 17 CFR 242.608.
    \27\ Although Phlx initially did not sign the Plan, it
subsequently executed the Linkage Plan on August 1, 2006. A Linkage
Plan, dated August 1, 2006, reflecting Phlx's inclusion as a Linkage
Participant, was received by the Commission on August 9, 2006.
---------------------------------------------------------------------------

    In 1975, Congress determined that the ``linking of all markets''
for NMS stocks through communications and data processing facilities
would ``foster efficiency; enhance competition; increase the
information available to brokers, dealers, and investors; facilitate
the offsetting of investors' orders; and contribute to the best
execution of investors' orders''.\28\ All SROs that trade exchange-
listed stocks currently are linked through ITS, an intermarket linkage
facility. ITS provides a means of access to exchanges and Nasdaq by
permitting each market to send a

``commitment to trade'' through the system, with receiving markets
generally having up to 30 seconds to respond. ITS also provides access
to quotations of participants without fees and establishes uniform
rules to govern quoting practices. Although ITS promotes access among
participants that is uniform and free, it also is often slow and
limited. Moreover, it is governed by a unanimous vote requirement that
has at times impeded innovation in the system or its set of rules. In
contrast, there is no collective intermarket linkage system for Nasdaq
stocks. Instead, access is achieved primarily through private linkages
among individual trading centers. This approach has demonstrated its
benefits among electronic markets; it is flexible and can readily
incorporate technological advances as they occur.
---------------------------------------------------------------------------

    \28\ Section 11A(a)(1)(D) of the Act.
---------------------------------------------------------------------------

    Rule 610 adopted by the Commission in Regulation NMS \29\ reflects
the Commission's determination that fair and efficient access to
markets can be achieved without an intermarket linkage facility such as
ITS, if baseline intermarket access rules are established.
---------------------------------------------------------------------------

    \29\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496 (June 29, 2005).
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    The proposed Linkage Plan would govern the operation of the System
together with the ITS Plan until the termination of the ITS Plan
expected to take place on the Trading Phase Date.\30\ After the Trading
Phase Date and until the SROs otherwise arrange to meet their access
responsibilities, the operation of the System would be governed by the
Linkage Plan.\31\ The Linkage Plan is intended to serve as an interim
solution until all Participants otherwise arrange to meet their access
responsibilities.\32\
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    \30\ The Linkage Plan does not contain trade-through and locked/
crossed market prohibitions, therefore it is necessary to preserve
the operation of the ITS Plan for the period before the Trading
Phase Date. It is the Commission's understanding that the ITS Plan
Participants intend to file with the Commission a request for the
termination of the ITS Plan. See the Letter.
    \31\ As provided in Sections 11 and 13 of the Linkage Plan, the
Linkage Plan is to become operative on October 1, 2006 and will
terminate on June 30, 2007. Linkage Plan Participants that wished to
extend the term could agree to do so, subject to Commission
approval.
    \32\ NASD is not planning to join the Linkage Plan and until the
Trading Phase Date will maintain its connectivity under the ITS
Plan.
---------------------------------------------------------------------------

    To permit the Linkage Plan Participants to commence trading
pursuant to the Linkage Plan, the ITS Plan Participants have requested
that the Commission issue an exemption from certain provisions of the
ITS Plan that would interfere with the operation of the Linkage
Plan.\33\ In a separate action, the Commission today has granted an
exemption from certain provisions of the ITS Plan that could interfere
with the operation of the Linkage Plan, but until the Trading Phase
Date, the Linkage Plan Participants will continue to be subject to
certain provisions of the ITS Plan and corresponding SRO rules
governing Trade-Throughs and Locked Markets, as well as to some other
provisions of the ITS Plan.\34\
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    \33\ With the exception of SRO rules pertaining to locked and
crossed markets, the ITS Plan Participants have requested relief
from the requirement to enforce compliance with those SRO rules,
which correspond to the requested ITS Plan exemptions. See the
Letter.
    \34\ See letter from Erik R. Sirri, Director, Division of Market
Regulation, Commission, dated September 29, to Robert Hill,
Chairman, ITS Operating Committee.
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    In approving the Linkage Plan, the Commission finds that the
Linkage Plan is consistent with the Act in that it enhances intermarket
competition by providing a means of intermarket access for Eligible
securities, pending the full implementation of Regulation NMS and,
therefore, would promote investor protection and the maintenance of
fair and orderly markets.

V. Conclusion

    It is hereby ordered, pursuant to Section 11A(a)(3)(B) of the
Act,\35\ and Rule 608 thereunder,\36\ that the Linkage Plan submitted
by the Linkage Plan Participants is approved and the Linkage Plan
Participants (and any other self-regulatory organization which agrees
to be a Plan Participant) are authorized to act jointly in planning,
developing, operating or regulating the Linkage Plan as a means of
facilitating a national market system.\37\
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    \35\ 15 U.S.C. 78k-1(a)(3)(B).
    \36\ 17 CFR 242.608.
    \37\ 17 CFR 200.30-2(a)(27).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Nancy M. Morris,
Secretary.

Exhibit A

Plan for the Purpose of Creating and Operating an Intermarket
Communications Linkage Pursuant to Section 11A(a)(3)(B) of the
Securities Exchange Act of 1934

    Agreement made as of June 12, 2006, among American Stock Exchange
LLC, Boston Stock Exchange, Inc., Chicago Board Options Exchange, Inc.,
Chicago Stock Exchange, Inc., Nasdaq Stock Market LLC, National Stock
Exchange, New York Stock Exchange LLC, and NYSE \1\Arca, Inc.
---------------------------------------------------------------------------

    \1\ The Philadelphia Stock Exchange, Inc. (``Phlx'')
subsequently executed the Linkage Plan on August 1, 2006. A Linkage
Plan, dated August 1, 2006, reflecting Phlx's inclusion as a Linkage
Plan participant, was sent to the Commission on August 8, 2006.
---------------------------------------------------------------------------

    Whereas, the undersigned national securities exchanges are parties
to the plan submitted to the Securities and Exchange Commission (the
``SEC'') for the purpose of creating and operating an intermarket
communications linkage pursuant to section 11A(a)(3)(B) of the
Securities Exchange Act of 1934 (the ``Act'').
    Now, Therefore, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties agree to submit
this Agreement called the NMS Linkage Plan to the SEC for approval
pursuant to section 11A(a)(3)(B) of the Act and Rule 608 thereunder.
    1. Definitions.
    (1) ``Application'' means any use of the System to facilitate
trades between Participant Markets that is described in the NMS Linkage
Plan.
    (2) ``CTA Plan'' means the plan filed with the SEC pursuant to SEC
Rule 17a-15 (subsequently amended and redesignated as Rule 11Aa3-1, and
subsequently amended and redesignated as Rule 601), approved by the SEC
and declared effective as of May 17, 1974, as from time to time
amended.
    (3) ``CTA Plan Processor'' means the organization serving as
recipient and processor of last sale prices under the CTA Plan.
    (4) ``Eligible Security'' has the meaning assigned to that term in
the CTA Plan.
    (5) ``NMS Linkage Plan'' or ``Linkage Plan'' means this plan as
from time to time amended in accordance with the provisions hereof.
    (6) ``NMS Linkage System'' (``Linkage'' or ``Linkage System'')
means the system described in section 5.
    (7) ``Network A Eligible Security'' has the meaning assigned to
that term in the CTA Plan.
    (8) ``Network B Eligible Security'' has the meaning assigned to
that term in the CTA Plan.
    (9) ``Participant'' means a party to the Linkage Plan with respect
to which such plan has become effective pursuant to section 13.
    (10) ``Participant('s) Market'' means a facility for the trading of
System securities operated by a Participant.
    (11) ``System'' means the data processing hardware, software and
communications network that links electronically the Participant
Markets to one another. The System includes (a) computers that perform
such functions as message validation, processing, logging and switching
and (b) from a functional standpoint, (i) high speed communications
lines that link such computers with the Participant Markets (either
directly or through Participant

Switches), and (ii) Linkage System stations.
    (12) ``System security (stock)'' means a security (stock) selected
for trading through the Applications in accordance with section
5(b)(ii).
    (13) ``System trade'' means any trade made through any Application.
    2. Purpose of Linkage Plan. The purpose of the Linkage Plan is to
enable the Participants to act jointly in planning, developing,
operating and regulating the system as described in the Linkage Plan so
as to further the objectives of Congress as set forth in section 11A(a)
of the Act and to facilitate compliance by the Participants and their
respective members with SEC Rules 610 and 611.
    3. Parties.
    (a) List of Parties. The parties to the Linkage Plan are as
follows: American Stock Exchange LLC (``AMEX''), registered as a
national securities exchange under the Act and having its principal
place of business at 86 Trinity Place, New York, New York 10006.
    Boston Stock Exchange, Inc. (``BSE''), registered as a national
securities exchange under the Act and having its principal place of
business at 100 Franklin Street, Boston, Massachusetts 02110. Chicago
Board Options Exchange, Inc. (``CBOE''), registered as a national
securities exchange under the Act and having its principal place of
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Chicago Stock Exchange, Inc. (``CHX''), registered as a national
securities exchange under the Act and having its principal place of
business at One Financial Place, 440 South LaSalle Street, Chicago,
Illinois 60605.
    Nasdaq Stock Market LLC (``Nasdaq''), registered as a national
securities exchange under the Act and having its principal place of
business at 1 Liberty Plaza, 165 Broadway, New York, NY 10006.
    National Stock Exchange (``NSX''), registered as a national
securities exchange under the Act and having its principal place of
business at 440 South LaSalle Street, Suite 2600, Chicago, Illinois
60605.
    New York Stock Exchange LLC (``NYSE''), registered as a national
securities exchange under the Act and having its principal place of
business at 11 Wall Street, New York, New York 10005. NYSE Arca, Inc.
(``Arca''), registered as a national securities exchange under the Act
and having its principal place of business at 100 S. Wacker Drive,
Chicago, IL 60606.
    Philadelphia Stock Exchange, Inc. (``Phlx''), registered as a
national securities exchange under the Act and having its principal
place of business at 1900 Market Street, Philadelphia, Pennsylvania
19103.
    (b) Compliance Undertaking. By subscribing to and submitting the
Linkage Plan for filing with the SEC, each undersigned party agrees to
comply to the best of its ability and, absent reasonable justification
or excuse, to enforce compliance by its members in their use of the
Linkage through its facilities with the provisions of the Linkage Plan.
    (c) New Participants. The Participants agree that any other
national securities exchange or national securities association may
subscribe to the Linkage Plan and become a Participant by agreeing, in
an amendment to the Linkage Plan adopted in accordance with its
provisions, to comply and to enforce compliance with the provisions of
the Linkage Plan as provided in section 3(b).
    4. Administration of Linkage Plan.
    (a) Supervisory Committee: Composition, Voting. Each Participant
shall select from its staff one individual to represent such
Participant as a member of the Supervisory Committee under the Linkage
Plan. Except as may be specifically otherwise provided herein, action
taken pursuant to the vote of a majority of the members of the
Supervisory Committee present at a meeting of the committee at which a
majority of the full committee is present shall be deemed to be the
action of the Supervisory Committee.
    (b) Supervisory Committee: Authority. The Supervisory Committee
shall not be a policy-making or a rule-making body, but shall, either
directly or by delegating its functions to individuals, subcommittees
established by it from time to time or others, (i) oversee development
of the System in accordance with the specifications therefore agreed
upon by each Participant, (ii) monitor the operation of the System and
(iii) advise the Participants with respect to any deficiencies,
problems or recommendations as the Supervisory Committee may deem
appropriate in its administration of the Linkage Plan. In this
connection, the Supervisory Committee shall have authority to develop
procedures and make administrative decisions necessary to facilitate
the operation of the System in accordance with the provisions of the
Linkage Plan.
    (c) Amendments to Linkage Plan. Any proposed change in, addition
to, or deletion from the Linkage Plan may be effected only by means of
a written amendment to the Linkage Plan which sets forth the change,
addition or deletion, is executed on behalf of each Participant and is
approved by the SEC or otherwise becomes effective pursuant to section
11A of the Act and Rule 608(b).
    (d) Participant's Rights. No action or inaction by the Supervisory
Committee shall prejudice any Participant's right to present its views
to the SEC or any other person with respect to any matter relating to
the System or to seek to enforce its views in any other forum it deems
appropriate.
    5. The System.
    (a) System Monitoring.
    (i) Linkage Supervisory Stations. Each Participant will maintain a
Linkage supervisory station where supervisors appointed by such
Participant will be able to coordinate trade adjustments.
    (ii) Linkage Control Center. The System also includes the Linkage
control center (``LCC''), which monitors and controls communications
within the System, including the processing of error conditions. The
LCC staff is able to display and, when authorized by any Participant,
to modify the security and market records of that Participant's Market
as such records relate to the System. The LCC staff is also able to
indicate whether or not any Participant Market is open for System
trades. In addition, the LCC may be used as ``back-up'' for the Linkage
supervisory system-wide broadcasts. Finally, the LCC staff is able to
enter adjustments of any trade pursuant to the procedures specified in
section 6(a)(iv) and to perform data base control after trading hours.
    (b) General Operation.
    (i) Registered Clearing Corporations. The System accommodates only
regular-way trading, and all System trades must be compared, cleared
and settled through clearing corporations registered with the SEC that
maintain facilities through which such transactions may be compared and
settled and that agree to supply each Participant with data reasonably
requested in order to permit such Participant to enforce compliance by
its members with its rules, the provisions of the Act, the rules and
regulations thereunder, and the Linkage Plan.
    (ii) Selection of System Securities. The System is designed to
accommodate trading in any Eligible Security. The particular securities
that may be traded through the System at any time (``System
securities'') shall be selected by the Supervisory Committee. The
Supervisory Committee may add or delete System securities as it deems
appropriate and may delay the commencement of trading in any Eligible
Security if capacity or other

operational considerations shall require such delay.
    (c) Administrative Messages. Administrative messages, as
distinguished from orders, responses thereto and trade adjustment
inputs (including names later information), may also be sent through
the System. There are two categories of administrative messages that
can be sent by Participant members: Single destination and security
broadcast. Another category of administrative message, a ``system-wide
broadcast'', may be sent through the System only from the Linkage
control center.
    (d) Facilities Manager. The Securities Industry Automation
Corporation (``SIAC'') serves as the System's facilities manager and
has responsibility for the operation and maintenance of the System.
SIAC performs its function as facilities manager in accordance with the
provisions of the Linkage Plan and subject to the administrative
oversight of the Supervisory Committee.
    6. Linkage System.
    (a) Technical Matters.
    (i) The System shall accept immediate or cancel (``IOC'') orders,
provided however, that, upon the request of a Participant or
Participants, and in accordance with Section 10(a)(iii)(A) relating to
New Development Costs Sharing, the System shall accommodate additional
order types to be utilized by such Participant or Participants. Orders
must be sent to a Participant market through the auspices of a member
of that Participant, known as a Sponsoring Member. Each market will
maintain within SIAC a database of default Sponsoring Members (not to
exceed 10) for after hours processing and billing for orders sent to a
market where the originating firm is not a member of the destination
market.
    (ii) Order Information. An order shall, at a minimum, specify the
following:
    (A) The member of the destination market (either clearing member or
Sponsoring Member); \2\
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    \2\ The member of the destination market will be identified by a
unique clearing number. If the clearing number provided by the
originating Participant Market does not identify a member of the
destination market, SIAC will identify the default Sponsoring Member
of the originating market at the destination market for the security
in question and that Sponsoring Member's identification information
will be included on the order to the destination market on all
reports sent to the destination market, including any report for
billing purposes. The member identified on the order will be
responsible for any fees in the destination market. SIAC will
provide to Participants a key to match the clearing number to the
member's name.
---------------------------------------------------------------------------

    (B) Original clearing member or omnibus clearing account of the
originating Participant Market, commonly referred to as the Give-Up,
    (C) The receiving Participant Market,
    (D) The security that is the subject of the order,
    (E) Designation of the order as an order to buy or to sell,
    (F) The amount of the security to be bought or sold, which amount
shall be for one unit of trading or any multiple thereof,
    (G) A price equal to the offer or bid price then being furnished by
the destination Participant Market, which price shall represent the
price at or below which the security is to be bought or the price at or
above which the security is to be sold, respectively,
    (H) To facilitate application of the short sale rule in effect in
the destination Participant Market, a designation of the order as
``short'' or ``short exempt'' whenever it is a order to sell short, and
    (I) Time in force as 5, 15 or 120 seconds.\3\
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    \3\ A Participant Market may prevent the execution, through its
facilities, of an otherwise marketable System order, prior to the 5,
15 or 120 second time in force parameter assigned to that order, if
the time in force parameter would result in the issuance of an
expiration notice to the sending market before execution of such
order could be reported to SIAC. Any such procedure must be
effective pursuant to a filing with the SEC. No order with a time in
force parameter of 5 or 15 seconds shall be sent to AMEX, CBOE, CHX,
or PHLX prior to the earlier of (i) the date on which all automated
trading centers intending to qualify their quotations for trade-
through protection under Rule 611 of Regulation NMS must have
achieved full operation of Regulation NMS-compliant trading systems
or (ii) the date on which AMEX, CBOE, CHX, or PHLX, as the case may
be, has notified the Supervisory Committee in writing that it is
capable of accepting and executing such orders. If an order with
either of these time in force parameters is sent to AMEX, CBOE, CHX,
or PHLX prior to such time, it will not be executed due to system
limitations.
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    (iii) Order Validation, Routing. At the time of transmission, each
order undergoes validation procedures. If the order passes the
validation procedures, the System assigns a unique order identifier
number (a ``OID'') to the order, time stamps it and logs it on a mass
storage device (the ``daily log''). The System also sends a
transmission acceptance message to the Participant Market that
originated the order. The order is then routed to the destination
Participant Market. If the order is accepted, in whole or in part, in
the destination Participant Market, the execution is reported back
through the System to the originating and receiving Participant
Markets.
    The System rejects the transmission of a response that fails the
validation check and sends an appropriate error message to the
Participant Market that originated the response. The validation of a
response causes the System to retrieve the related order from the daily
log and update it with appropriate response information. This log forms
the basis from which the after-hours reports described in section 7(a)
are produced. Validation also causes the System to send a transmission
acceptance message to the Participant Market that originated the
response. The System then sends the response to the Participant Market
that originated the order. When an order is only partially executed,
the unexecuted shares are not filled, and the System generates a
cancellation for the unexecuted quantity and appends the cancellation
to the execution report that it sends to the Participant Market that
originated the order.
    (iv) Trade Adjustments. In accordance with section 5(a)(ii),
supervisors monitoring the Participant Markets may request the LCC to
enter adjustments to trades (i.e., to price, share size, buy or sell
side, to cancel a trade or to insert a trade ``as-of'' a prior day).
The following sets forth the procedures to facilitate trade adjustments
and to authorize the LCC to make such adjustments. All requests among
Participants and to the LCC for trade adjustments shall be in the form
of administrative messages sent through the System. For the purposes of
this section 6(a)(vi), administrative messages sent or received among
Participant Markets, or sent to the LCC, shall be deemed to have been
issued by supervisors of Participant Markets authorized by such
Participant Markets to issue such administrative messages.
    (A) Adjustments on Trade Day. The LCC shall make an adjustment to a
trade entered into that same day based upon an administrative message
request made from a supervisor of the Participant Market that received
and executed the order (``executing market supervisor''). Such request
shall not be made to the LCC unless an executing market supervisor has
received from a supervisor in the Participant Market that issued the
order (``issuing market supervisor''), in the form of an administrative
message sent through the System, agreement as to the terms of, and
authorization to make, the adjustment. The administrative message
request to the LCC by the executing market supervisor shall specify the
terms of, and authorization to the LCC to make, the adjustment.
    In the event that, notwithstanding the provisions of the prior
paragraph, an executing market supervisor requests the LCC to make a
trade adjustment without having received an administrative message from
an issuing market supervisor, and the LCC has

made such requested adjustment, then the LCC shall, at the request and
direction of an issuing market supervisor, made prior to the settlement
for such trade, readjust such trade to its terms as they existed prior
to such adjustment.
    (B) Adjustments for Prior Trade Day. Except as provided in the
preceding paragraph, the LCC shall make an adjustment to a trade
entered into on a prior day only upon administrative message requests
made from both executing and issuing market supervisors, each message
specifying the same terms of, and authorization to the LCC to make, the
adjustment.
    (C) The provisions of paragraphs (A) and (B) of this section
6(a)(iv) shall not restrict the ability of any Participant Market to
unilaterally request the LCC to end adjustments to trades or to cancel
or adjust any System trade executed in its market pursuant to its rules
pertaining to clearly erroneous transactions or obvious errors, and
system malfunctions. The sending market may invoke any appellate or
review process provided by such rules on behalf of the Sponsoring
Member. In the event of any cancellation or adjustment, the executing
market shall notify the LCC and all affected Participants by
administrative message specifying the terms of the cancellation or
adjustment and authorizing the LCC to make the adjustments or cancel
the trades.
    (D) LCC Confirmation. The LCC shall, after making a trade
adjustment, send an administrative message to both the executing and
sending market supervisors confirming that the adjustment has been made
and specifying the terms of the adjustment.
    (v) Intermarket Sweep Orders. All routed limit orders shall be
presumed by the executing market to be orders sent pursuant to the
intermarket sweep order exception in SEC Rule 611(b).
    (vi) Other. Each Participant shall also determine how orders
received in the market for which it has responsibility are to be
handled therein and agrees that any procedures it may adopt in this
regard shall be consistent with the provisions of the Linkage Plan and
the efficient operation of the System. Participants are required to
execute orders at a minimum at the size of their displayed quotes. Each
Participant shall insure that no communication shall be entered into
the System from its market except (A) on behalf of a member of such
Participant who is permitted by the Linkage Plan and such Participant's
rules to use the System with respect to the security or securities that
are the subject of the communication or (B) by employees of such
Participant in performance of such Participant's obligations under the
Linkage Plan.
    (b) Participant Trading Rules. The trading rules applicable in
destination Participant Markets shall apply to orders received in such
market and executions of orders therein. Each Participant shall
determine the extent to which its trading rules shall apply to members
within its market insofar as such members' issuance of orders from such
market and resulting executions are concerned.
    7. Comparison and Settlement. Comparison of a side of a System
trade furnished by a Participant shall be the responsibility of such
Participant.
    (a) After Hours Functions. The functions of the System after the
close of trading in all Participant Markets shall consist of the
following:
    (i) The System's daily log of messages will be put on tape for
retention;
    (ii) The System will generate four reports:
    (A) An order/response report that will match orders to trade with
the appropriate responses,
    (B) An order/cancellation report that will list all orders to trade
that were canceled,
    (C) A trade adjustment report that will list all adjustments made
to previously executed System trades, and
    (D) A traffic summary report that will indicate the number of
orders to trade, the number of responses and the number of
administrative messages entered from each Participant Market during the
trading day; and
    (iii) The System will generate the clearing tape referred to in
section 7(b).
    (b) Clearing Tape. At the end of each trading day, the System
generates a clearing tape as part of after-hours processing. This tape
is in OID sequence, includes all of the day's System trades, and shows:
    (i) The OID,
    (ii) The originating Participant and clearing member(s), or the
clearing corporation(s) through which such clearing member(s) shall
settle the trade,
    (iii) The destination Participant and destination clearing
member(s), or the clearing corporation(s) through which such clearing
member(s) shall settle the trade,
    (iv) The type of trade action (buy or sell),
    (v) The security symbol,
    (vi) The executed quantity and price, and
    (vii) The date and time of trade.
    Adjustments to any System trade made by agreement between both
sides of the trade are included in the tape and shown as a separate
``trade adjustment record''. If a trade has been adjusted, the original
trade record is followed by trade adjustment record(s). The trade
adjustment record(s) carry the same OID as the original trade record.
There are two types of trade adjustments, System trade cancellations
and System trade changes. For System trade cancellations, the
adjustment record negates the original trade record. For example, a
cancellation of a trade to buy is reflected on the adjustment record as
a ``negative buy''. For System trade changes, there are two adjustment
records. The first adjustment record negates the original trade record.
The second adjustment record logs the trade data as adjusted for, e.g.,
a change in action, security, quantity and/or price. The adjustment
records are generated from the trade adjustment file that is created
during trading hours and from inputs from the Linkage control center
pursuant to requests from the Participants' supervisors.
    (c) Comparison of System Trades. The contra side of each System
trade ultimately is the clearing interface account used to identify the
clearing corporation through which the comparison of such side is
completed. If both sides of a System trade are to settle through the
same clearing corporation, the clearing corporation may, at its option,
either book each side against the clearing member responsible for that
side or offset each side against an internal omnibus account (in which
case the omnibus account will net to zero).
    While sorting and format changes may be required, the various
clearing corporations are able to use the System clearing tape as the
basic input to their trade comparison operations. The clearing
member(s) responsible for an Exchange-supplied side of a System trade
shall follow routine comparison procedures. In instances where an
uncompared transaction cannot be resolved through routine procedures,
the Exchange-supplied side(s) of the trade discrepancy will be handled
in accordance with the rules of the Participant(s) and clearing
corporation(s) involved.
    Once comparison has been completed, clearance and settlement can
proceed in a routine manner. System trades are processed with all other
transactions through established clearing interfaces.
    (d) Participant Settlement Obligations. The rules of each
Participant shall be designed to assure that if a System trade reported
on the clearing tape (as adjusted) at the close of any trading day, as
such trade relates to such Participant, cannot be compared

notwithstanding the use of routine comparison procedures, such
Participant shall on the scheduled settlement date honor such
uncompared trade; provided, however, that, if such a System trade as it
relates to such Participant is rejected or excluded from the settlement
operation conducted by the clearing corporation to which it was
reported for settlement either because of the insolvency of the
member(s) for whose account(s) it was to be settled or for any other
reason (other than failure to compare), such Participant shall not be
obligated to honor such trade and such trade shall be returned to such
member(s).
    In the event that a System trade as it relates to any Participant
is rejected or excluded from the settlement operation conducted by the
clearing corporation to which it was reported for settlement for any
reason other than failure to compare, neither the Participant from
whose market the side of the trade that is rejected or excluded was
supplied, the Participant from whose market the contra side of such
trade was supplied nor any clearing corporation to which either side of
the trade was submitted shall be obligated to honor the trade. Instead,
the member(s) constituting the contra side of the rejected or excluded
trade (the ``contra party'') shall, without unnecessary delay after
receipt of notice of such rejection or exclusion, close out such trade
in the best available market, except insofar as the rules of the
clearing corporation to which the contra side was submitted or of the
Participant from whose market the contra side was supplied are
applicable and provide an alternative method for closing. The rules of
each Participant shall state the foregoing closing obligations of the
contra party.
    8. Pre-Opening Price Information.
    The NYSE and AMEX will disseminate, through the System, pre-opening
price information whenever a member in that Participant market, in
arranging an opening transaction in his or her market in a System
security, anticipates that the opening transaction will be at a price
that represents a change from the ``previous day's consolidated closing
price'' of more than the ``applicable price change''.
    The ``previous day's consolidated closing price'' is the last price
at which a transaction in the security was reported by the CTA Plan
Processor on the last previous day on which transactions in the
security were reported by the CTA Plan Processor. The ``applicable
price changes'' are:

------------------------------------------------------------------------
                                                            Applicable
                                    Consolidated closing   price change
             Security                       price            ($) (more
                                                               than)
------------------------------------------------------------------------
Network A.........................  Under $15...........            0.10
                                    $15 or over.........        \4\ 0.25
Network B.........................  Under $5............            0.10
                                    $5 or over..........        \5\ 0.25
------------------------------------------------------------------------

    Prior to the opening of trading in a System security for which the
NYSE or AMEX has disseminated pre-opening price information, orders in
that security shall be sent to that Participant through the
Participant's order delivery system and not the NMS Linkage.
---------------------------------------------------------------------------

    \4\ If the previous day's consolidated closing price of a
Network A Eligible Security exceeded $100 and the security does not
underlie an individual stock option contract listed and currently
trading on a national securities exchange, the ``applicable price
change'' is one dollar.
    \5\ If the previous day's consolidated closing price of a
Network B Eligible Security exceeded $75 and the security is not a
Portfolio Depositary Receipt, Index Fund Share, or Trust Issued
Receipt, or does not underlie an individual stock option contract
listed and currently trading on a national securities exchange, the
``applicable price change'' is one dollar.
---------------------------------------------------------------------------

    9. Operating Hours. Regular trading hours are from 9:30 a.m. to 4
p.m. eastern time. The normal operating hours of the System are 9 a.m.
to 6:30 p.m. eastern time or such other period as the Supervisory
Committee, by affirmative vote of all its members, may specify. Any
period outside the normal operating hours of the System is herein
referred to as an ``additional period''. The System shall be operable
during any additional period requested in writing by any two or more
Participants; provided that such Participants have agreed to pay all
costs and expenses attributable to the operation of the System during
such additional period as agreed to by those Participants.
    10. Financial Matters.
    (a) Costs. The Participants shall share the ``development costs''
and ``production costs'', in accordance with the provisions of this
section 10(a).
    (i) Costs Definitions
    (A) ``Computer software'' includes all programs or routines
developed by or at the direction of the System's facilities manager
(including such development in connection with the Intermarket Trading
System) to cause computers to perform tasks required for any one or
more Applications and the documentation required to describe and
maintain those programs. Computer programs of all classes, for example,
operating systems, execution systems, monitors, compilers and
translators, assembly routines, and utility programs are included.
    (B) ``Development costs'' mean all costs incurred by the System's
facilities manager in developing and improving the computer software
and installing hardware as necessary to facilitate System functionality
(including any testing conducted in connection with the System).
    (C) ``Installing hardware as necessary'' includes, but is not
limited to, installation and maintenance of all installations and
computer facilities required to support the System.
    (D) ``New Participant'' means any national securities exchange or
national securities association that becomes a Participant in
accordance with section 3(c) after SEC approval of this Linkage Plan.
    (E) ``Production costs'' mean all operating expenses associated
with the operation of the System, including all costs and expenses
(including appropriate overhead costs and all applicable taxes however
designated, exclusive of net income taxes) of the System's facilities
manager associated with, relating to, or resulting from its operation
or maintenance of the System, but excluding any cost or expense
associated with any Participant's self-regulatory function. Production
costs also include the costs and expenses of the facilities manager:
(i) In maintaining ``hot lines'' that permit conversations among
broker-dealers and staff in different Participant Markets and with the
Systems control center; and (ii) associated with reports rendered by a
firm of independent accountants pursuant to paragraph (a)(vi) of this
section 10.
    (F) ``Routed orders base'' for any calendar quarter means the total
number of orders sent through the System.

    (G) ``Share of the routed orders base'' of any Participant as
computed for any calendar quarter means a fraction, the numerator of
which is the total number of orders sent through the System by that
Participant during the calendar quarter and the denominator of which is
the routed orders base for the calendar quarter.
    (H) ``Share of the transactions base'' for a calendar quarter
means:
    (1) For any Participant other than AMEX or NYSE, a fraction, the
numerator of which is the total number of transactions in Network A
Eligible Securities that the Participant reports to the CTA Plan
Processor during that quarter and the denominator of which is the
quarter's transactions base;
    (2) For AMEX, a fraction, the numerator of which is the number of
transactions in ``Top Ten Network B Eligible Securities'' (as clause
(2) of section 10(a)(i)(I) defines that term) that AMEX reports to the
CTA Plan Processor during that quarter and the denominator of which is
the quarter's transactions base; and
    (3) For NYSE, the fraction derived by subtracting from 1 (one) the
sum of all other Participants' shares of the transaction base for the
quarter.
    (I) ``Transactions base'' for any calendar quarter means the sum of
(1) the number of transaction reports in Network A Eligible Securities
that the CTA Plan Processor disseminates during the quarter and (2) the
number of transaction reports in the ``Top Ten Network B Eligible
Securities'' that the CTA Plan Processor disseminates during the
quarter. A quarter's ``Top Ten Network B Eligible Securities'' refers
to the ten Network B Eligible securities for which the CTA Plan
Processor disseminates the greatest number of transaction reports
during that quarter.
    (ii) Dispute Costs Excluded. The development costs and production
costs shall not include any cost or expense incurred by any Participant
as a result of or in connection with the defense of any claim, suit or
proceeding against the Supervisory Committee or any one or more of the
Participants relating to the Linkage Plan or the operation of the
System. All such costs and expenses incurred by any Participant shall
be borne by such Participant without contribution or reimbursement.
    (iii) Development Costs.
    (A) New Development Costs Sharing. Development costs shall not be
incurred except as agreed to by all Participants. Each Participant
shall pay a fraction equal to its share of the transactions base for
the calendar quarter preceding the calendar quarter during which the
Participants agree to incur such cost. Any development costs that are
incurred for the benefit of less than all Participants shall be shared
by the Participant or Participants that benefit therefrom as they shall
mutually agree.
    (B) Development Costs Payment. Development costs will be computed
by the System's facilities manager as soon as practicable following the
close of the calendar month or, if relatively small, the calendar
quarter during which they were incurred. Each Participant's share shall
be billed to, and payable by, such Participant promptly thereafter.
    (C) New Participant's Share of Development Costs. At the time any
national securities exchange or national securities association applies
to become a new Participant, such applicant shall be charged by, and
shall pay to, the System's facilities manager an amount estimated by
the System's facilities manager to cover development costs to be
incurred to accommodate such applicant's status as a Participant. Prior
to the effective date of the SEC's approval of such Participant status,
the applicant shall pay to the System's facility manager actual
development costs in excess of estimated development costs, if any, or
the System's facility manager shall reimburse to the applicant
estimated development costs that were paid and that are in excess of
actual development costs. Each new Participant shall share in
development costs incurred after it becomes a Participant in accordance
with section 10(a)(iii)(A).
    (D) Title to Software. The entire right, title and interest in and
to all ``computer software'' (as defined in section 10(a)(i)(A))
developed prior to July 1, 1978 shall be vested in the Participants who
share the cost of such computer software as joint owners. The entire
right, title and interest in and to all computer software developed
after June 30, 1978 shall be vested in the Participant who pays the
cost thereof. If more than one Participant shares in the cost of
computer software developed after June 30, 1978, then the entire right,
title and interest in and to such computer software, the cost of which
is so shared, shall be vested in the Participants who share such cost
as joint owners. The System's facilities manager shall use computer
software solely for the purpose of performing tasks required for the
Applications as provided in the Linkage Plan.
    (iv) Production Costs
    (A) Production Costs Sharing. The production costs attributable to
any calendar quarter shall be shared by the markets that were
Participants during any portion of the calendar quarter. Each such
Participant, except the NYSE, shall pay 50% of the fraction of such
production costs equal to its share of the routed orders base as
computed for the calendar quarter. Notwithstanding the foregoing, the
aggregate dollar amount of all of a Participant's quarterly payments
shall not exceed its ``Production Costs Sharing Cap''. A Participant's
``Production Costs Sharing Cap'' means total production costs for
calendar year 2005 multiplied by 50 percent of the Participant's
percentage of the routed order base for the period commencing January
1, 2005, and ending July 31, 2005. The NYSE shall pay those production
costs that this Paragraph does not require the other Participants to
pay.
    (B) Production Costs Payment. Production costs will be computed by
the System's facilities manager as soon as practicable following the
close of each calendar month. Each Participant's (or former
Participant's) estimated share thereof shall be billed by the System's
facilities manager and shall be payable to the System's facilities
manager promptly following receipt. Any appropriate adjustment will be
made between the System's facilities manager and each Participant
promptly following the close of each calendar quarter.
    (v) Communications Connection Costs. Each Participant shall bear
100% of the costs to provide communication connection from a
Participant's facilities to the System's communications facilities
maintained by the facilities manager.
    (vi) Accounts. The System's facilities manager and the independent
public accountants hereinafter referred to shall furnish any
information and/or documentation reasonably requested in writing by a
majority of the Participants in support of or relating to any of the
computations referred to in this section 10(a). All expenses,
allocations and computations referred to or required by this section
10(a) shall be reported at least annually to the Participants. For even
numbered years, (or such other yearly interval as the Supervisory
Committee, by affirmative vote of all its members, may specify), such
reports shall be rendered by a firm of independent public accountants
(which may be the firm regularly employed by the NYSE or the System's
facilities manager), and such accountants shall render their opinion
that such expenses, allocations and computations have been reported in
accordance with the understanding among the Participants as set forth
in this section 10(a). For those years when a firm of independent
public accountants is not engaged to render a report, the facilities
manager's internal auditor shall review all

expenses, allocations and computations referred to or required by this
section 10(a) and that internal auditor shall report that such
expenses, allocations and computations have been reported in accordance
with the understanding among the Participants as set forth in this
section 10(a).
    (b) User Charges. Each Participant shall be free to determine
whether or not to impose a fee or charge on some or all of its members
in connection with use of its facilities to access the System and, if
so, the amount of such fee or charge. Any fee or charge that may be
imposed by any Participant shall not be of such size, and shall not be
so structured, as to discourage use of the System.
    (c) Facilities Manager Liability Limits. The System's facilities
manager shall not be liable to any Participant or to any member of any
Participant using or having access to the System or to any other person
for any loss or damage resulting from any non-performance, or
interruption in the operation of the System, from any inaccuracies,
errors or omissions in any of the information conveyed or received
through the System, or from any delays or errors in the transmission of
any such information, or for making trade adjustments.
    11. Termination; withdrawal. The Linkage Plan will terminate on
June 30, 2007. Participants that wish to extend the term may agree to
do so, subject to filing with and approval by the SEC. During the term
of the Plan a Participant may withdraw with 30 days notice if it
continues to maintain connectivity to all other Participants and accept
orders through the Linkage until June 30, 2007. A withdrawing
Participant's right to send orders through the Linkage shall terminate
on the date the withdrawal is effective. In addition, a withdrawing
Participant's obligation to share development and production costs
shall terminate on the date the withdrawal is effective, provided,
however, that such Participant shall remain liable for, and shall pay
upon demand, its portion of the costs of developing and operating the
System and any other amounts payable by it as determined pursuant to
sections 10 and 12 of the Linkage Plan.
    12. System Inoperability.
    (a) General. In the event of a disaster that renders the System
inoperable, the NYSE has authorized the facilities manager to utilize a
designated NYSE operating system (the ``NYSE System'') on a preemptive
and priority basis to function as detailed in section (c)(i), below.
    (b) Participants' Implementation Obligations.
    (i) At any time the NYSE System assumes the functions of the
System, all Plan provisions not inconsistent with this section 12, and
Participant rules and policies governing use of the System will
continue to apply.
    (ii) Each Participant's cost of maintaining communications
connectivity to the NYSE System shall be borne by that Participant.
    (c) NYSE Implementation Obligations. In consideration of the fees
to be paid to the NYSE as specified in paragraph (d) of this section
12, the NYSE agrees:
    (i) To have and to make available the NYSE System to assume the
functions of the System on a preemptive and priority basis in the event
of a disaster which renders the System inoperable. Such system is
composed of computers and peripheral equipment sufficient to operate
the System at a minimum of 50% of the System's rated 150 messages per
second capacity and 75% of the System's disk capacity.
    (ii) that the facilities manager is authorized to take the actions
necessary to make the NYSE System available to assume the functions of
the System within two hours in the event of a limited disaster and on
the next day in the event of a full site disaster. The facilities
manager is authorized to make the determinations that, in its good
faith judgment, there has been a limited disaster or full site
disaster, the System is inoperable, and the NYSE System will assume the
functions of the System.
    (iii) That the NYSE System will be located at a site remote from
the site where the System is located.
    (d) Implementation Obligations of Participants Other than NYSE
(``Other Participants'').
    (i) Fees. In consideration of the NYSE's making available the NYSE
System to assume the functions of the System in the event of a
disaster, the Other Participants agree to pay to the NYSE: (A) a
preemptive and priority reserve fee totaling $24,800 per calendar
quarter (such reserve fee shall be adjusted each January by the same
percentage change as in the Consumer Price Index as calculated by the
U.S. Department of Commerce for the preceding calendar year); and (B) a
per diem fee, if in the event of a disaster the NYSE System assumes the
functions of the System, for each day in excess of five consecutive
trading days that the NYSE System is so utilized. Such per diem fee
shall equal 1/250 of the yearly dollar amount the facilities manager
charges the NYSE to operate the NYSE System.
    This subsection (d)(i) shall become effective on the date that the
facilities manager confirms in writing to the Supervisory Committee
that it has taken all actions necessary to make the NYSE System
available to assume the functions of the System as specified in
subsection (c) of this section 12. If such effective date is other than
the first day of the calendar quarter, then the preemptive and priority
reserve fee for such calendar quarter shall be calculated pro rata
based upon the number of days in such calendar quarter that the NYSE
System is so available.
    (ii) Fee Sharing. Each of the Other Participants agrees to pay a
share of the preemptive and priority reserve and per diem fees based
upon a proportional share of its production costs excluding the NYSE's
share.
    (iii) Fee Payment. Fee payment will be computed by the System's
facilities manager as soon as practicable following the close of each
calendar month. Each Other Participant's (or former Participant's)
estimated share thereof shall be billed by the System's facilities
manager and shall be payable to the System's facilities manager
promptly following receipt. Any appropriate adjustment will be made
between the System's facilities manager and each Other Participant
promptly following the close of each calendar quarter. The facilities
manager shall forward such payments to the NYSE as the NYSE may from
time to time instruct the facilities manager.
    (e) Liability Limits. Neither the NYSE nor the facilities manager
shall be liable to any Participant, to any member of any Participant
using or having access to the NYSE system, or to any other person for
any loss or damage resulting from any non-performance or interruption
in the operation of the NYSE System, from any inaccuracies, errors or
omissions in any of the information conveyed or received through the
NYSE System, or from any delays, omissions, or errors in the
transmissions, or errors in the transmission of any such information.
    (f) Termination.
    (i) In the event that the NYSE determines to withdraw the NYSE
System from use by the Linkage, it shall so notify the Supervisory
Committee, in writing, a minimum of six months prior to such
withdrawal.
    (ii) In the event of such withdrawal, this section 12 shall be
terminated and the Participants must then determine whether they should
provide for alternative procedures in the event of System
inoperability.
    13. Effective Date: The Linkage Plan shall become operative on
October 1, 2006.
    14. Counterparts. The Linkage Plan may be executed in any number of
counterparts, no one of which need

contain all signatures of all Participants, and as many of such
counterparts as shall together contain all such signatures shall
constitute one and the same instrument.
By---------------------------------------------------------------------
AMERICAN STOCK EXCHANGE LLC.

By---------------------------------------------------------------------
NATIONAL STOCK EXCHANGE.

By---------------------------------------------------------------------
BOSTON STOCK EXCHANGE, INC.

By---------------------------------------------------------------------
NEW YORK STOCK EXCHANGE LLC.

By---------------------------------------------------------------------
CHICAGO BOARD OPTIONS EXCHANGE, INC.

By---------------------------------------------------------------------
NYSE ARCA, INC.

By---------------------------------------------------------------------
CHICAGO STOCK EXCHANGE, INC.

By---------------------------------------------------------------------
PHILADELPHIA STOCK EXCHANGE, INC.

By---------------------------------------------------------------------
NASDAQ STOCK MARKET LLC.

[FR Doc. 06-8543 Filed 10-5-06; 8:45 am]

BILLING CODE 8011-01-P