Joint Industry Plan; Notice of Filing of Amendment No. 21 to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis Submitted by the BATS Exchange, Inc., Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX, Inc., Nasdaq Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE Amex, Inc., and NYSE Arca, Inc, 27010-27028 [2010-11435]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 75, Number 92 (Thursday, May 13, 2010)]
[Notices]
[Pages 27010-27028]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-11435]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62021; File No. S7-24-89]


Joint Industry Plan; Notice of Filing of Amendment No. 21 to the 
Joint Self-Regulatory Organization Plan Governing the Collection, 
Consolidation and Dissemination of Quotation and Transaction 
Information for Nasdaq-Listed Securities Traded on Exchanges on an 
Unlisted Trading Privileges Basis Submitted by the BATS Exchange, Inc., 
Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, 
Inc., Financial Industry Regulatory Authority, Inc., International 
Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX, Inc., 
Nasdaq Stock Market LLC, National Stock Exchange, Inc., New York Stock 
Exchange LLC, NYSE Amex, Inc., and NYSE Arca, Inc

April 30, 2010.
    Pursuant to Rule 608 of the Securities Exchange Act of 1934 (the 
``Act'') \1\ notice is hereby given that on April 27, 2010,\2\ the 
operating committee (``Operating Committee'' or ``Committee'') \3\ of 
the Joint Self-Regulatory Organization Plan Governing the Collection, 
Consolidation, and Dissemination of Quotation and Transaction 
Information for Nasdaq-Listed Securities Traded on Exchanges

[[Page 27011]]

on an Unlisted Trading Privilege Basis (``Nasdaq/UTP Plan'' or 
``Plan'') filed with the Securities and Exchange Commission 
(``Commission'') amendments to the Plan.\4\ These amendments represent 
Amendment No. 21 to the Plan and reflect: An update of the names and 
addresses of certain Participants; the merger of the definition of the 
Plan's transaction reporting system with the definition of the Plan's 
quotation system under the term ``Nasdaq Systems;'' the introduction of 
a capacity planning process into the Plan and the allocation among the 
Participants of the costs associated with their capacity needs; the 
deletion from the Plan of an outdated telephone-access requirement; the 
incorporation into the Plan of the existing fees applicable to 
Quotation Information and Transaction Reports disseminated pursuant to 
the Plan; the removal from the Plan of the provisions governing the 
right of Participants to direct the Plan processor to create and make 
available depth-of-book displays; the incorporation into the Plan of 
the existing practice of compensating FINRA for the FINRA data that the 
Participants include in the information that they make available under 
the Plan; and, miscellaneous non-substantive corrections to the 
existing language of the Plan. Amendment No. 21 was unanimously 
approved by the Committee.\5\ The Commission is publishing this notice 
of filing to solicit comments from interested persons on Amendment No. 
21.\6\
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    \1\ 17 CFR 242.608.
    \2\ As originally submitted, the Amendment did not have all the 
required signatures. The Commission received the missing signature 
on April 27, 2010.
    \3\ The Plan Participants (collectively, ``Participants'') are 
the: BATS Exchange, Inc. (``BATS''); Chicago Board Options Exchange, 
Incorporated (``CBOE''); Chicago Stock Exchange, Inc. (``CHX''); 
Financial Industry Regulatory Authority, Inc. (``FINRA''); 
International Securities Exchange LLC (``ISE''); NASDAQ OMX BX, Inc. 
(``BX''); NASDAQ OMX PHLX, Inc. (``PHLX''); Nasdaq Stock Market LLC 
(``Nasdaq''); National Stock Exchange, Inc. (``NSX''); New York 
Stock Exchange LLC (``NYSE''); NYSE Amex, Inc. (``NYSEAmex''); and 
NYSE Arca, Inc. (``NYSEArca'').
    \4\ The Plan governs the collection, processing, and 
dissemination on a consolidated basis of quotation information and 
transaction reports in Eligible Securities for each of its 
Participants. This consolidated information informs investors of the 
current quotation and recent trade prices of Nasdaq securities. It 
enables investors to ascertain from one data source the current 
prices in all the markets trading Nasdaq securities. The Plan serves 
as the required transaction reporting plan for its Participants, 
which is a prerequisite for their trading Eligible Securities. See 
Securities Exchange Act Release No. 55647 (April 19, 2007) 72 FR 
20891 (April 26, 2007).
    \5\ See letter from Thomas P. Knorring, Chairman, OTC/UTP 
Operating Committee, to Elizabeth Murphy, Secretary, Commission, 
dated February 26, 2010.
    \6\ The complete text of the Plan, as amended by Amendment No. 
21, is attached as Exhibit A.
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I. Rule 608(a) of Regulation NMS

A. Purposes of the Amendment

1. Update of Participant Information
    The Participants propose to amend the Plan to reflect changes in 
the corporate names and street addresses of BX, PHLX, and NYSEAmex.
2. Merger of Definitions
    The Participants believe that merging the definition of the Plan's 
transaction reporting system with the definition of the Plan's 
quotation system under the term ``Nasdaq Systems'' will simplify the 
language of the Plan and make it easier to follow.
3. Capacity Planning Process
    The amendments seek to introduce a capacity planning process into 
the Plans. The proposed capacity planning process requires each 
Participant to submit its projected capacity needs directly to the 
Plan's Processor. The process avoids any need for Participants to share 
their individual capacity needs with one another. The Processor will 
provide each Participant with aggregate capacity projections for all 
Participants, but will not share any individual Participant's capacity 
projections with any other Participant. Under the proposed plan:
    a. Semi-Annual Planning Cycles.
    i. The Participants will engage in the capacity planning process on 
a semi-annual basis. (In addition to the semi-annual capacity planning 
process, the Processor may recommend to the Operating Committee 
emergency planning cycles as may be reasonably necessary.) At the start 
of each semi-annual capacity planning cycle, the Processor will 
determine and inform each Participant of the total amount of system 
capacity currently available and each Participant will develop and 
submit to the Processor an initial set of projected capacity needs.
    ii. Once it receives all of the initial sets of projected capacity 
needs, the Processor will aggregate the initial projected capacity 
requirements for all of the Participants and will notify each 
Participant as to:
    (1) The initial aggregate capacity projections for all 
Participants;
    (2) The percentage of capacity requirements attributable to that 
Participant; and,
    (3) The amount of any projected excess capacity or any projected 
deficit capacity.
    (The Processor determines the excess or deficit by comparing the 
capacity that the then existing systems under the Plan can provide and 
the aggregate projected capacity needs of the Participants.)
    iii. Each Participant will then notify the Processor of its final 
projected capacity needs.
    iv. Based on the information that the Processor provides, the 
Operating Committee will determine and advise the Processor of any 
increase or decrease that they propose to make to the capacity of the 
systems. However, in directing the Processor to make any proposed 
change, the Participants must cause the system to have no less capacity 
than the capacity necessary to meet the aggregate projected capacity 
requirements for the system for all Participants.
    v. The Processor will then submit to each Participant a written 
proposal for increasing or decreasing total system capacity and each 
Participant's proportionate share of the estimated costs for 
implementing any change. Each Participant's proportionate share of the 
costs will reflect that Participant's percentage of the final projected 
capacity requirements for all Participants.
    vi. The Processor will bill each Participant directly and each 
Participant will pay the Processor for the services that the Processor 
renders to it. The cost of the services for each Participant will be 
its proportionate share of the total cost to all of the Participants.
    vii. Each Participant will be entitled to use its proportionate 
share of the final capacity requirements of all Participants and, at no 
extra cost, of any excess capacity. If the Processor determines that a 
Participant is using more than its proportionate share of the aggregate 
capacity and the excess capacity, that Participant may be subject to a 
fine. The proceeds from any such fine will be distributed to each of 
the other Participants in accordance with their proportionate shares.
    b. Intra-Cycle Capacity Transfers.
    i. In between the semi-annual capacity planning cycles, a 
Participant may seek to increase or decrease the amount of capacity 
available to it by notifying the Processor of its desire for more or 
less capacity. Under those circumstances, a Participant may purchase 
additional capacity only if another Participant has submitted to the 
Processor an unfilled request to sell a portion of its capacity or if 
excess capacity exists in the system at that time. A Participant may 
sell some of its capacity only if another Participant has submitted to 
the Processor an unfilled request to purchase additional capacity.
    ii. If the Processor is able to match Participants' requests to buy 
and sell capacity within a planning cycle, the Processor will effect 
the sale for the Participants without revealing either Participants' 
identity.
    iii. If a Participant determines to acquire available excess 
capacity, the Processor shall adjust each Participant's proportionate 
share of system costs based on the new amount of capacity available to 
the Participant acquiring the available excess capacity.

[[Page 27012]]

    c. Non-Disclosure.
    Under this plan, the Processor will not disclose to any 
Participant: the initial or final projected capacity requirements of 
any other Participant; the percentage of the aggregate amount of 
capacity attributable to any other Participant; or any other 
Participant's between-planning-cycles request to increase or decrease 
capacity.
4. Deletion of Telephone Access Requirement
    In adopting Regulation NMS under the Act, the Commission required 
each Participant to provide for fair and efficient order-execution 
access to quotations in each security displayed through its trading 
facility.\7\
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    \7\ See 17 CFR 242.610.
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    Section IX (Market Access) of the Nasdaq/UTP Plan cites this 
requirement and provides a ``safe harbor'' to assure compliance while 
each Participant adopted such systems and other changes as might be 
necessary to allow it to comply with the fair-and-efficient-access 
requirement. Specifically, Section IX requires Participants to permit 
each FINRA market participant to have direct telephone access to the 
specialist, trading post, market maker and supervisory center in the 
securities that trade on that Participant unless the Participant 
complies with the fair-and-efficient-access requirements of Regulation 
NMS.
    Because the Participants have now had sufficient time to comply 
with the fair-and-efficient-access requirements of Regulation NMS, the 
direct-telephone-access requirement has become outdated and the 
Participants feel it is no longer necessary. For that reason, the 
Participants propose to delete the direct-telephone-access requirement 
from Section IX.
5. Incorporation of Existing Fees
    In order to increase the transparency of the fees that the 
Participants impose under the Nasdaq/UTP Plan for the receipt and use 
of Quotation Information and Transaction Reports that the Participants 
disseminate pursuant to the Plan, the Participants propose to add a new 
Exhibit 2 to the Nasdaq/UTP Plan. Exhibit 2 would reflect the fees for 
services under the Nasdaq/UTP Plan. Although those fees (other than the 
cable television distribution fees) are currently reflected in the 
rulebook of Nasdaq, the Participants believe that moving them to the 
Nasdaq/UTP Plan will make it easier for recipients of Plan data to 
locate them.
    Specifically:
    (i) The usage fees for UTP Level 1 Service set forth in current 
Nasdaq Rule 7011 (for professional and nonprofessional subscribers) 
will appear verbatim as subsections (a) and (b) of proposed Exhibit 2;
    (ii) The automated voice response service fee set forth in current 
Nasdaq Rule 7020 will appear verbatim as subsection (c) of proposed 
Exhibit 2;
    (iii) The ``per query'' fee for the UTP Level 1 entitlement set 
forth in current Nasdaq Rule 7028 will appear verbatim as subsection 
(d) of proposed Exhibit 2; and,
    (iv) The annual administrative fee set forth in current Nasdaq Rule 
7019(a) will be modified to refer to the UTP Level 1 entitlement and 
will appear as subsection (f) of proposed Exhibit 2.
    In addition, subsection (e) of proposed Exhibit 2 would codify the 
current pricing for distribution of the UTP Level 1 service via cable 
television, pricing that Nasdaq first established in 1997.\8\
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    \8\ The monthly charge for distribution of UTP Level 1 Service 
through a cable television distribution system is currently as 
follows:
    First 10 million Subscriber Households $2.00 per 1,000 
households.
    Next 10 million Subscriber Households $1.00 per 1,000 
households.
    For Subsequent Subscriber Households $0.50 per 1,000 households.
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6. Removal of ``Depth-of-Book Displays'' Provision
    Section XXI (Depth of Book Display) of the Nasdaq/UTP Plan 
currently affords each Participant the opportunity to seek to have the 
Processor under the Plan collect, consolidate, and disseminate that 
Participant's depth-of-book quotation information, so long as doing so 
would not interfere with the Plan's core functionality. Because none of 
the Participants has demonstrated interest in pursuing such a product 
through the Plan and because several Participants have pursued the 
creation and dissemination of their own proprietary depth-of-book 
products outside of the Plan, the Participants propose to delete 
Section XXI from the Plan.
7. FINRA Compensation
    For some time, the fees that the Participants charge for the 
receipt and use of quotation and transaction information for Nasdaq-
listed securities under the Nasdaq/UTP Plan have also entitled data 
recipients to receive and use quotation and last sale information 
relating to over-the-counter securities. Historically, the Nasdaq/UTP 
Participants have compensated FINRA for the value represented by its 
quotation and last sale information relating to over-the-counter 
securities by allocating to FINRA 6.25 percent of gross revenues 
collected under the Nasdaq/UTP Plan for any particular calendar year. 
(The allocation is made prior to subtracting the Processor's costs and 
the Administrator's costs from gross revenue.)
    In the interests of transparency, the Participants propose to add 
to Exhibit 1 to the Nasdaq/UTP Plan a specific reference to this FINRA 
allocation for the receipt and use of quotation and last sale 
information relating to over-the-counter securities.
8. Non-Substantive Changes
    In the interests of ``cleaning up'' certain Nasdaq/UTP Plan 
language, the Participants propose to make certain non-substantive 
clarifications and corrections to make the Plan more easily understood 
and to fix typographical and grammatical errors and the like.

B. Governing or Constituent Documents

    The amendments do not affect the governing or constituent documents 
of the Processor. However, in connection with the Participants' 
proposed capacity planning process, the Participants have proposed to 
adopt Exhibit 3 (``UTP Capacity Planning Process'') to the Nasdaq/UTP 
Plan to govern, in part, the rights and obligations of the Processor 
under the proposed capacity planning process. In addition, Attachment 1 
to Exhibit 3 provides a ``Processor Capacity Planning Process 
Calendar'' and Attachment 2 to Exhibit 3 sets Processor-administered 
penalties for Participants that exceed their proportionate share of 
capacity.

C. Implementation of Amendment

    The amendments would take effect upon their approval by the 
Commission.

D. Development and Implementation Phases

    The Participants propose to commence to plan for their capacity 
needs pursuant to the proposed pay-for-capacity practice with the 
capacity planning cycle that will begin in March 2010. They propose to 
commence paying for capacity in accordance with the proposed amendments 
in July 2010, in conjunction with the completion of the March 2010 
planning cycle.

E. Analysis of Impact on Competition

    The proposed amendments do not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Exchange Act. The proposed capacity planning process subjects each

[[Page 27013]]

Participant to the same terms and conditions for procuring system 
capacity under the Plan.

F. Written Understanding or Agreements Relating to Interpretation of, 
or Participation in, Plan

    As a result of the amendments, the Participants have agreed in 
writing to comply with:
    1. Capacity planning procedures (See proposed Exhibit 3);
    2. Deadlines set forth in a capacity planning calendar (See 
proposed Attachment 1 to proposed Exhibit 3); and,
    3. Penalties for exceeding capacity requests (See to the calendar 
(See proposed Attachment 1 to proposed Exhibit 3).
    The Participants have no other written understandings or agreements 
relating to interpretation of the Plans as a result of the amendments.

G. Approval by Sponsors in Accordance With Plan

    In accordance with Section XVI of the Nasdaq/UTP Plan, each 
Participant has agreed to the amendments.

H. Description of Operation of Facility Contemplated by the Proposed 
Amendment

    The proposed capacity planning process for use of Nasdaq/UTP Plan 
systems is described in detail above.

I. Terms and Conditions of Access

    The proposed capacity planning process for use of Nasdaq/UTP Plan 
systems is described in detail above.

J. Method of Determination and Imposition, and Amount of, Fees and 
Charges

    Not applicable. The fees and charges that the Participants propose 
to incorporate into the Nasdaq/UTP Plan are currently applicable fees 
and charges. The Participants are not proposing any new fees or 
charges.

K. Method and Frequency of Processor Evaluation

    Not applicable.

L. Dispute Resolution

    Not applicable.

II. Rule 601(a) of Regulation NMS

A. Equity Securities for which Transaction Reports Shall Be Required by 
the Plan

    Not applicable.

B. Reporting Requirements

    As described above, the amendments provide a new process pursuant 
to which the Participants under the Plans can plan for the capacity 
needs of the systems that they use to gather market data from their 
respective marketplaces for consolidation and distribution to the 
public.

C. Manner of Collecting, Processing, Sequencing, Making Available and 
Disseminating Last Sale Information

    Not applicable.

D. Manner of Consolidation

    Not applicable.

E. Standards and Methods Ensuring Promptness, Accuracy and Completeness 
of Transaction Reports

    Not applicable.

F. Rules and Procedures Addressed to Fraudulent or Manipulative 
Dissemination

    Not applicable.

G. Terms of Access to Transaction Reports

    Not applicable.

H. Identification of Marketplace of Execution

    Not applicable.

III. Solicitation of Comments

    The Commission seeks general comments on Amendment No. 21. 
Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposal is 
consistent with the Act. Comments may be submitted by any of the 
following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number S7-24-89 on the subject line.

Paper Comments

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

All submissions should refer to File Number S7-24-89. This file number 
should be included on the subject line if e-mail is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all written statements with respect to the 
proposed Plan amendment that are filed with the Commission, and all 
written communications relating to the proposed Plan amendment between 
the Commission and any person, other than those that may be withheld 
from the public in accordance with the provisions of 5 U.S.C. 552, will 
be available for Web site viewing and printing in the Commission's 
Public Reference Room on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for Web 
site viewing and printing at the Office of the Secretary of the 
Committee, currently located at the CBOE, 400 S. LaSalle Street, 
Chicago, IL 60605. 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 S7-24-
89 and should be submitted on or before June 3, 2010.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(27).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.

Exhibit A: Nasdaq UTP Plan Amended and Restated Plan

Amendment No. 21

    The undersigned registered national securities association and 
national securities exchanges (collectively referred to as the 
``Participants''), have jointly developed and hereby enter into this 
Nasdaq Unlisted Trading Privileges Plan (``Nasdaq UTP Plan'' or 
``Plan'').

I. Participants

    The Participants include the following:

A. Participants

1. BATS Exchange, Inc., 8050 Marshall Drive, Lenexa, Kansas 66214.
2. Chicago Board Options Exchange, Inc., 400 South LaSalle Street, 26th 
Floor, Chicago, Illinois 60605.
3. Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 
60605.
4. Financial Industry Regulatory Authority, Inc., 1735 K Street, NW., 
Washington, DC 20006.
5. International Securities Exchange, LLC, 60 Broad Street, New York, 
New York 10004.
6. NASDAQ OMX BX, Inc., One Liberty Plaza, New York, New York 10006.
7. NASDAQ OMX PHLX, Inc., 1900 Market Street, Philadelphia, 
Pennsylvania 19103.

[[Page 27014]]

8. National Stock Exchange, Inc., 101 Hudson, Suite 1200, Jersey City, 
NJ 07302.
9. New York Stock Exchange LLC, 11 Wall Street, New York, New York 
10005.
10. NYSE Amex LLC, 20 Broad Street, New York, New York 10005.
11. NYSE Arca, Inc., 100 South Wacker Drive, Suite 1800, Chicago, IL 
60606.
12. The Nasdaq Stock Market LLC, 1 Liberty Plaza, 165 Broadway, New 
York, NY 10006.

B. Additional Participants

    Any other national securities association or national securities 
exchange, in whose market Eligible Securities become traded, may become 
a Participant, provided that said organization executes a copy of this 
Plan, provides to the Processor its Projected Processor Capacity 
Requirements, as specified in Exhibit 3, and pays its share of 
development costs as specified in Section XIII.

II. Purpose of Plan

    The purpose of this Plan is to provide for the collection, 
consolidation and dissemination of Quotation Information and 
Transaction Reports in Eligible Securities from the Participants in a 
manner consistent with the Exchange Act. The Participants commenced 
publication of Quotation Information and Transaction Reports on 
Eligible Securities as contemplated by this Plan on July 12, 1993.
    It is expressly understood that each Participant shall be 
responsible for the collection of Quotation Information and Transaction 
Reports within its market and that nothing in this Plan shall be deemed 
to govern or apply to the manner in which each Participant does so.

III. Definitions

    A. ``Current'' means, with respect to Transaction Reports or 
Quotation Information, such Transaction Reports or Quotation 
Information during the fifteen (15) minute period immediately following 
the initial transmission thereof by the Processor.
    B. ``Eligible Security'' means any Nasdaq Global Market or Nasdaq 
Capital Market security, as defined in NASDAQ Rule 4200. Eligible 
Securities under this Nasdaq UTP Plan shall not include any security 
that is defined as an ``Eligible Security'' within Section VII of the 
Consolidated Tape Association Plan.
    A security shall cease to be an Eligible Security for purposes of 
this Plan if: (i) The security does not substantially meet the 
requirements from time to time in effect for continued listing on 
Nasdaq, and thus is suspended from trading; or (ii) the security has 
been suspended from trading because the issuer thereof is in 
liquidation, bankruptcy or other similar type proceedings. The 
determination as to whether a security substantially meets the criteria 
of the definition of Eligible Security shall be made by the exchange on 
which such security is listed provided, however, that if such security 
is listed on more than one exchange then such determination shall be 
made by the exchange on which, the greatest number of the transactions 
in such security were effected during the previous twelve-month period.
    C. ``Commission'' and ``SEC'' shall mean the U.S. Securities and 
Exchange Commission.
    D. ``Exchange Act'' means the Securities Exchange Act of 1934, as 
amended.
    E. ``Market'' shall mean (i) when used with respect to Quotation 
Information, FINRA in the case of a FINRA Participant, or the 
Participant on whose floor or through whose facilities the quotation 
was disseminated; and (ii) when used with respect to Transaction 
Reports, the Participant through whose facilities the transaction took 
place or is reported, or the Participant to whose facilities the order 
was sent for execution.
    F. ``FINRA'' means the Financial Industry Regulatory Authority, 
Inc.
    G. ``FINRA Participant'' means a FINRA member that is registered as 
a market maker or an electronic communications network or otherwise 
utilizes the facilities of FINRA pursuant to applicable FINRA rules.
    H. ``UTP Quote Data Feed'' means the service that provides 
Subscribers with the National Best Bid and Offer quotations, size and 
market center identifier, as well as the Best Bid and Offer quotations, 
size and market center identifier from each individual Participant in 
Eligible Securities and, in the case of FINRA, the FINRA Participant(s) 
that constitutes FINRA's Best Bid and Offer quotations.
    I. ``Nasdaq System'' means collectively the automated quotation 
system operated by Nasdaq and the system provided for in the 
Transaction Reporting Plan filed with and approved by the Commission 
pursuant to SEC Rule 11Aa3-1, subsequently re-designated as Rule 601 of 
Regulation NMS, governing the reporting of transactions in Nasdaq 
securities.
    J. ``UTP Trade Data Feed'' means the service that provides Vendors 
and Subscribers with Transaction Reports.
    K. ``Nasdaq Security'' or ``Nasdaq-listed Security'' means any 
security listed on the Nasdaq Global Market or Nasdaq Capital Market.
    L. ``News Service'' means a person who receives Transaction Reports 
or Quotation Information provided by the Nasdaq System or provided by a 
Vendor, on a Current basis, in connection with such person's business 
of furnishing such information to newspapers, radio and television 
stations and other news media, for publication at least fifteen (15) 
minutes following the time when the information first has been 
published by the Processor.
    M. ``OTC Montage Data Feed'' means the data stream of information 
that provides Vendors and Subscribers with quotations and sizes from 
each FINRA Participant.
    N. ``Participant'' means a registered national securities exchange 
or national securities association that is a signatory to this Plan.
    O. ``Plan'' means this Nasdaq UTP Plan, as from time to time 
amended according to its provisions, governing the collection, 
consolidation and dissemination of Quotation Information and 
Transaction Reports in Eligible Securities.
    P. ``Processor'' means the entity selected by the Participants to 
perform the processing functions set forth in the Plan.
    Q. ``Quotation Information'' means all bids, offers, displayed 
quotation sizes, the market center identifiers and, in the case of 
FINRA, the FINRA Participant that entered the quotation, withdrawals 
and other information pertaining to quotations in Eligible Securities 
required to be collected and made available to the Processor pursuant 
to this Plan.
    R. ``Regulatory Halt'' means a trade suspension or halt called for 
the purpose of dissemination of material news, as described at Section 
X hereof or that is called for where there are regulatory problems 
relating to an Eligible Security that should be clarified before 
trading therein is permitted to continue, including a trading halt for 
extraordinary market activity due to system misuse or malfunction under 
Section X.E.1. of the Plan (``Extraordinary Market Regulatory Halt'').
    S. ``Subscriber'' means a person who receives Current Quotation 
Information or Transaction Reports provided by the Processor or 
provided by a Vendor, for its own use or for distribution on a non-
Current basis, other than in connection with its activities as a 
Vendor.

[[Page 27015]]

    T. ``Transaction Reports'' means reports required to be collected 
and made available pursuant to this Plan containing the stock symbol, 
price, and size of the transaction executed, the Market in which the 
transaction was executed, and related information, including a buy/
sell/cross indicator and trade modifiers, reflecting completed 
transactions in Eligible Securities.
    U. ``Vendor'' means a person who receives Current Quotation 
Information or Transaction Reports provided by the Processor or 
provided by a Vendor, in connection with such person's business of 
distributing, publishing, or otherwise furnishing such information on a 
Current basis to Subscribers, News Services or other Vendors.

IV. Administration of Plan

A. Operating Committee: Composition

    The Plan shall be administered by the Participants through an 
operating committee (``Operating Committee''), which shall be composed 
of one representative designated by each Participant. Each Participant 
may designate an alternate representative or representatives who shall 
be authorized to act on behalf of the Participant in the absence of the 
designated representative. Within the areas of its responsibilities and 
authority, decisions made or actions taken by the Operating Committee, 
directly or by duly delegated individuals, committees as may be 
established from time to time, or others, shall be binding upon each 
Participant, without prejudice to the rights of any Participant to seek 
redress from the SEC pursuant to Rule 608 of Regulation NMS under the 
Exchange Act or in any other appropriate forum.
    An Electronic Communications Network, Alternative Trading System, 
Broker-Dealer or other securities organization (``Organization'') which 
is not a Participant, but has an actively pending Form 1 Application on 
file with the Commission to become a national securities exchange, will 
be permitted to appoint one representative and one alternate 
representative to attend regularly scheduled Operating Committee 
meetings in the capacity of an observer/advisor. If the Organization's 
Form 1 petition is withdrawn, returned, or is otherwise not actively 
pending with the Commission for any reason, then the Organization will 
no longer be eligible to be represented in the Operating Committee 
meetings. The Operating Committee shall have the discretion, in limited 
instances, to deviate from this policy if, as indicated by majority 
vote, the Operating Committee agrees that circumstances so warrant.
    Nothing in this section or elsewhere within the Plan shall 
authorize any person or organization other than Participants, their 
representatives, and members of the Advisory Committee to participate 
on the Operating Committee in any manner other than as an advisor or 
observer. Only the Participants and their representatives as well as 
Commission staff may participate in Executive Sessions of the Operating 
Committee.

B. Operating Committee: Authority

    The Operating Committee shall be responsible for:
    1. Overseeing the consolidation of Quotation Information and 
Transaction Reports in Eligible Securities from the Participants for 
dissemination to Vendors, Subscribers, News Services and others in 
accordance with the provisions of the Plan;
    2. Periodically evaluating the Processor;
    3. Setting the level of fees to be paid by Vendors, Subscribers, 
News Services or others for services relating to Quotation Information 
or Transaction Reports in Eligible Securities, and taking action in 
respect thereto in accordance with the provisions of the Plan;
    4. Determining matters involving the interpretation of the 
provisions of the Plan;
    5. Determining matters relating to the Plan's provisions for cost 
allocation and revenue-sharing; and
    6. Carrying out such other specific responsibilities as provided 
under the Plan.

C. Operating Committee: Voting

    Each Participant shall have one vote on all matters considered by 
the Operating Committee.
    1. The affirmative and unanimous vote of all Participants entitled 
to vote shall be necessary to constitute the action of the Operating 
Committee with respect to:
    a. Amendments to the Plan;
    b. Amendments to contracts between the Processor and Vendors, 
Subscribers, News Services and others receiving Quotation Information 
and Transaction Reports in Eligible Securities;
    c. Replacement of the Processor, except for termination for cause, 
which shall be governed by Section V(B) hereof;
    d. Reductions in existing fees relating to Quotation Information 
and Transaction Reports in Eligible Securities; and
    e. Except as provided under Section IV(C)(3) hereof, requests for 
system changes; and
    f. All other matters not specifically addressed by the Plan.
    2. With respect to the establishment of new fees or increases in 
existing fees relating to Quotation Information and Transaction Reports 
in Eligible Securities, the affirmative vote of two-thirds of the 
Participants entitled to vote shall be necessary to constitute the 
action of the Operating Committee.
    3. The affirmative vote of a majority of the Participants entitled 
to vote shall be necessary to constitute the action of the Operating 
Committee with respect to:
    a. Requests for system changes reasonably related to the function 
of the Processor as defined under the Plan. All other requests for 
system changes shall be governed by Section IV(C)(1)(e) hereof.
    b. Interpretive matters and decisions of the Operating Committee 
arising under, or specifically required to be taken by, the provisions 
of the Plan as written;
    c. Interpretive matters arising under Rules 601 and 602 of 
Regulation NMS; and
    d. Denials of access (other than for breach of contract, which 
shall be handled by the Processor),
    4. It is expressly agreed and understood that neither this Plan nor 
the Operating Committee shall have authority in any respect over any 
Participant's proprietary systems. Nor shall the Plan or the Operating 
Committee have any authority over the collection and dissemination of 
quotation or transaction information in Eligible Securities in any 
Participant's marketplace, or, in the case of FINRA, from FINRA 
Participants.

D. Operating Committee: Meetings

    Regular meetings of the Operating Committee may be attended by each 
Participant's designated representative and/or its alternate 
representative(s), and may be attended by one or more other 
representatives of the parties. Meetings shall be held at such times 
and locations as shall from time to time be determined by the Operating 
Committee.
    Quorum: Any action requiring a vote only can be taken at a meeting 
in which a quorum of all Participants is present. For actions requiring 
a simple majority vote of all Participants, a quorum of greater than 
50% of all Participants entitled to vote must be present at the meeting 
before such a vote may be taken. For actions requiring a 2/3rd majority 
vote of all Participants, a

[[Page 27016]]

quorum of at least 2/3rd of all Participants entitled to vote must be 
present at the meeting before such a vote may be taken. For actions 
requiring a unanimous vote of all Participants, a quorum of all 
Participants entitled to vote must be present at the meeting before 
such a vote may be taken.
    A Participant is considered present at a meeting only if a 
Participant's designated representative or alternate representative(s) 
is either in physical attendance at the meeting or is participating by 
conference telephone, or other acceptable electronic means.
    Any action sought to be resolved at a meeting must be sent to each 
Participant entitled to vote on such matter at least one week prior to 
the meeting via electronic mail, regular U.S. or private mail, or 
facsimile transmission, provided however that this requirement may be 
waived by the vote of the percentage of the Committee required to vote 
on any particular matter, under Section C above.
    Any action may be taken without a meeting if a consent in writing, 
setting forth the action so taken, is sent to and signed by all 
Participant representatives entitled to vote with respect to the 
subject matter thereof. All the approvals evidencing the consent shall 
be delivered to the Chairman of the Operating Committee to be filed in 
the Operating Committee records. The action taken shall be effective 
when the minimum number of Participants entitled to vote have approved 
the action, unless the consent specifies a different effective date.
    The Chairman of the Operating Committee shall be elected annually 
by and from among the Participants by a majority vote of all 
Participants entitled to vote. The Chairman shall designate a person to 
act as Secretary to record the minutes of each meeting. The location of 
meetings shall be rotated among the locations of the principal offices 
of the Participants, or such other locations as may from time to time 
be determined by the Operating Committee.
    Meetings may be held by conference telephone and action may be 
taken without a meeting if the representatives of all Participants 
entitled to vote consent thereto in writing or other means the 
Operating Committee deems acceptable.

E. Advisory Committee

    (a) Formation. Notwithstanding any other provision of this Plan, an 
Advisory Committee to the Plan shall be formed and shall function in 
accordance with the provisions set forth in this section.
    (b) Composition. Members of the Advisory Committee shall be 
selected for two year terms as follows:
    (1) Operating Committee Selections. By affirmative vote of a 
majority of the Participants entitled to vote, the Operating Committee 
shall select at least one representative from each of the following 
categories to be members of the Advisory Committee: (i) A broker-dealer 
with a substantial retail investor customer base, (ii) a broker-dealer 
with a substantial institutional investor customer base, (iii) an 
alternative trade system, (iv) a data vendor, and (v) an investor.
    (2) Participant Selections. Each Participant shall have the right 
to select one member of the Advisory Committee. A Participant shall not 
select any person employed by or affiliated with any participant or its 
affiliates or facilities.
    (c) Function. Members of the Advisory Committee shall have the 
right to submit their views to the Operating Committee on Plan matters, 
prior to a decision by the Operating Committee on such matters. Such 
matters shall include, but not be limited to, any new or modified 
product, fee, contract, or pilot program that is offered or used 
pursuant to the Plan.
    (d) Meetings and Information. Members of the Advisory Committee 
shall have the right to attend all meetings of the Operating Committee 
and to receive any information concerning Plan matters that is 
distributed to the Operating Committee; provided, however, that the 
Operating Committee may meet in executive session if, by affirmative 
vote of a majority of the Participants entitled to vote, the Operating 
Committee determines that an item of Plan business requires 
confidential treatment.

V. Selection and Evaluation of the Processor

A. Generally

    The Processor's performance of its functions under the Plan shall 
be subject to review by the Operating Committee at least every two 
years, or from time to time upon the request of any two Participants 
but not more frequently than once each year. Based on this review, the 
Operating Committee may choose to make a recommendation to the 
Participants with respect to the continuing operation of the Processor. 
The Operating Committee shall notify the SEC of any recommendations the 
Operating Committee shall make pursuant to the Operating Committee's 
review of the Processor and shall supply the Commission with a copy of 
any reports that may be prepared in connection therewith.

B. Termination of the Processor for Cause

    If the Operating Committee determines that the Processor has failed 
to perform its functions in a reasonably acceptable manner in 
accordance with the provisions of the Plan or that its reimbursable 
expenses have become excessive and are not justified on a cost basis, 
the Processor may be terminated at such time as may be determined by a 
majority vote of the Operating Committee.

C. Factors To Be Considered in Termination for Cause

    Among the factors to be considered in evaluating whether the 
Processor has performed its functions in a reasonably acceptable manner 
in accordance with the provisions of the Plan shall be the 
reasonableness of its response to requests from Participants for 
technological changes or enhancements pursuant to Section IV(C)(3) 
hereof. The reasonableness of the Processor's response to such requests 
shall be evaluated by the Operating Committee in terms of the cost to 
the Processor of purchasing the same service from a third party and 
integrating such service into the Processor's existing systems and 
operations as well as the extent to which the requested change would 
adversely impact the then current technical (as opposed to business or 
competitive) operations of the Processor.

D. Processor's Right to Appeal Termination for Cause

    The Processor shall have the right to appeal to the SEC a 
determination of the Operating Committee terminating the Processor for 
cause and no action shall become final until the SEC has ruled on the 
matter and all legal appeals of right therefrom have been exhausted.

E. Process for Selecting New Processor

    At any time following effectiveness of the Plan, but no later than 
upon the termination of the Processor, whether for cause pursuant to 
Section IV(C)(1)(c) or V(B) of the Plan or upon the Processor's 
resignation, the Operating Committee shall establish procedures for 
selecting a new Processor (the ``Selection Procedures''). The Operating 
Committee, as part of the process of establishing Selection Procedures, 
may solicit and consider the timely comment of any entity affected by 
the operation of this Plan. The Selection Procedures shall be 
established by a two-thirds

[[Page 27017]]

majority vote of the Plan Participants, and shall set forth, at a 
minimum:
    1. The entity that will:
    (a) Draft the Operating Committee's request for proposal for bids 
on a new processor;
    (b) Assist the Operating Committee in evaluating bids for the new 
processor; and
    (c) Otherwise provide assistance and guidance to the Operating 
Committee in the selection process.
    2. The minimum technical and operational requirements to be 
fulfilled by the Processor;
    3. The criteria to be considered in selecting the Processor; and
    4. The entities (other than Plan Participants) that are eligible to 
comment on the selection of the Processor.
    Nothing in this provision shall be interpreted as limiting 
Participants' rights under Section IV or Section V of the Plan or other 
Commission order.

VI. Functions of the Processor

A. Generally

    The Processor shall collect from the Participants, and consolidate 
and disseminate to Vendors, Subscribers and News Services, Quotation 
Information and Transaction Reports in Eligible Securities in a manner 
designed to assure the prompt, accurate and reliable collection, 
processing and dissemination of information with respect to all 
Eligible Securities in a fair and non-discriminatory manner. The 
Processor shall commence operations upon the Processor's notification 
to the Participants that it is ready and able to commence such 
operations.

B. Collection and Consolidation of Information

    For as long as Nasdaq is the Processor, the Processor shall be 
capable of receiving Quotation Information and Transaction Reports in 
Eligible Securities from Participants by the Plan-approved, Processor 
sponsored interface, and shall consolidate and disseminate such 
information via the UTP Quote Data Feed, the UTP Trade Data Feed, and 
the OTC Montage Data Feed to Vendors, Subscribers and News Services.

C. Dissemination of Information

    The Processor shall disseminate consolidated Quotation Information 
and Transaction Reports in Eligible Securities via the UTP Quote Data 
Feed, the UTP Trade Data Feed, and the OTC Montage Data Feed to 
authorized Vendors, Subscribers and News Services in a fair and non-
discriminatory manner. The Processor shall specifically be permitted to 
enter into agreements with Vendors, Subscribers and News Services for 
the dissemination of quotation or transaction information on Eligible 
Securities to foreign (non-U.S.) marketplaces or in foreign countries.
    The Processor shall, in such instance, disseminate consolidated 
quotation or transaction information on Eligible Securities from all 
Participants.
    Nothing herein shall be construed so as to prohibit or restrict in 
any way the right of any Participant to distribute quotation, 
transaction or other information with respect to Eligible Securities 
quoted on or traded in its marketplace to a marketplace outside the 
United States solely for the purpose of supporting an intermarket 
linkage, or to distribute information within its own marketplace 
concerning Eligible Securities in accordance with its own format. If a 
Participant requests, the Processor shall make information about 
Eligible Securities in the Participant's marketplace available to a 
foreign marketplace on behalf of the requesting Participant, in which 
event the cost shall be borne by that Participant.
1. Best Bid and Offer
    The Processor shall disseminate on the UTP Quote Data Feed the best 
bid and offer information supplied by each Participant, including the 
FINRA Participant(s) that constitutes FINRA's single Best Bid and Offer 
quotations, and shall also calculate and disseminate on the UTP Quote 
Data Feed a national best bid and asked quotation with size based upon 
Quotation Information for Eligible Securities received from 
Participants. The Processor shall not calculate the best bid and offer 
for any individual Participant, including FINRA.
    The Participant responsible for each side of the best bid and asked 
quotation making up the national best bid and offer shall be identified 
by an appropriate symbol. If the quotations of more than one 
Participant shall be the same best price, the largest displayed size 
among those shall be deemed to be the best. If the quotations of more 
than one Participant are the same best price and best displayed size, 
the earliest among those measured by the time reported shall be deemed 
to be the best. A reduction of only bid size and/or ask size will not 
change the time priority of a Participant's quote for the purposes of 
determining time reported, whereas an increase of the bid size and/or 
ask size will result in a new time reported. The consolidated size 
shall be the size of the Participant that is at the best.
    If the best bid/best offer results in a locked or crossed 
quotation, the Processor shall forward that locked or crossed quote on 
the appropriate output lines (i.e., a crossed quote of bid 12, ask 
11.87 shall be disseminated). The Processor shall normally cease the 
calculation of the best bid/best offer after 6:30 p.m., Eastern Time.
2. Quotation Data Streams
    The Processor shall disseminate on the UTP Quote Data Feed a data 
stream of all Quotation Information regarding Eligible Securities 
received from Participants. Each quotation shall be designated with a 
symbol identifying the Participant from which the quotation emanates 
and, in the case of FINRA, the FINRA Participant(s) that constitutes 
FINRA's Best Bid and Offer quotations. In addition, the Processor shall 
separately distribute on the OTC Montage Data Feed the Quotation 
Information regarding Eligible Securities from all FINRA Participants 
from which quotations emanate.
3. Transaction Reports
    The Processor shall disseminate on the UTP Trade Data Feed a data 
stream of all Transaction Reports in Eligible Securities received from 
Participants. Each transaction report shall be designated with a symbol 
identifying the Participant in whose Market the transaction took place.

D. Closing Reports

    At the conclusion of each trading day, the Processor shall 
disseminate a ``closing price'' for each Eligible Security. Such 
``closing price'' shall be the price of the last Transaction Report in 
such security received prior to dissemination. The Processor shall also 
tabulate and disseminate at the conclusion of each trading day the 
aggregate volume reflected by all Transaction Reports in Eligible 
Securities reported by the Participants.

E. Statistics

    The Processor shall maintain quarterly, semi-annual and annual 
transaction and volume statistical counts. The Processor shall, at cost 
to the user Participant(s), make such statistics available in a form 
agreed upon by the Operating Committee, such as a secure Web site.

F. Capacity Planning

    1. The Processor shall provide computer and communications facility 
capacity in accordance with a capacity planning process set forth in 
Exhibit 3, which process may be modified by the

[[Page 27018]]

Operating Committee from time to time, requiring a simple majority 
vote.
    2. The Processor shall establish information barriers to ensure 
that information revealed by any Plan Participant to the Processor 
during the capacity planning process is not shared with any other Plan 
Participant, including Nasdaq, other than information that is 
aggregated for all Plan Participants.
    3. Plan Participants shall cooperate fully in the capacity planning 
process including complying with all requirements set forth in Exhibit 
3.

VII. Administrative Functions of the Processor

    Subject to the general direction of the Operating Committee, the 
Processor shall be responsible for carrying out all administrative 
functions necessary to the operation and maintenance of the 
consolidated information collection and dissemination system provided 
for in this Plan, including, but not limited to, record keeping, 
billing, contract administration, and the preparation of financial 
reports.

VIII. Transmission of Information to Processor by Participants

A. Quotation Information

    Each Participant shall, during the time it is open for trading be 
responsible promptly to collect and transmit to the Processor accurate 
Quotation Information in Eligible Securities through any means 
prescribed herein.
    Quotation Information shall include:
    1. Identification of the Eligible Security, using the Nasdaq 
Symbol;
    2. The price bid and offered, together with size;
    3. The FINRA Participant along with the FINRA Participant's market 
participant identification or Participant from which the quotation 
emanates;
    4. Identification of quotations that are not firm; and
    5. Through appropriate codes and messages, withdrawals and similar 
matters.

B. Transaction Reports

    Each Participant shall, during the time it is open for trading, be 
responsible promptly to collect and transmit to the Processor 
Transaction Reports in Eligible Securities executed in its Market by 
means prescribed herein. With respect to orders sent by one Market to 
another Market for execution, each Participant shall adopt procedures 
governing the reporting of transactions in Eligible Securities 
specifying that the transaction will be reported by the Participant 
whose member sold the security. This provision shall apply only to 
transactions between Participants.
    Transaction Reports shall include:
    1. Identification of the Eligible Security, using the Nasdaq 
Symbol;
    2. The number of shares in the transaction;
    3. The price at which the shares were purchased or sold;
    4. The buy/sell/cross indicator;
    5. The Market of execution; and,
    6. Through appropriate codes and messages, late or out-of-sequence 
trades, corrections and similar matters.
    All such Transaction Reports shall be transmitted to the Processor 
within 90 seconds after the time of execution of the transaction. 
Transaction Reports transmitted beyond the 90-second period shall be 
designated as ``late'' by the appropriate code or message.
    The following types of transactions are not required to be reported 
to the Processor pursuant to the Plan:
    1. Transactions that are part of a primary distribution by an 
issuer or of a registered secondary distribution or of an unregistered 
secondary distribution;
    2. Transactions made in reliance on Section 4(2) of the Securities 
Act of 1933;
    3. Transactions in which the buyer and the seller have agreed to 
trade at a price unrelated to the current market for the security, 
e.g., to enable the seller to make a gift;
    4. Odd-lot transactions;
    5. The acquisition of securities by a broker-dealer as principal in 
anticipation of making an immediate exchange distribution or exchange 
offering on an exchange;
    6. Purchases of securities pursuant to a tender offer; and
    7. Purchases or sales of securities effected upon the exercise of 
an option pursuant to the terms thereof or the exercise of any other 
right to acquire securities at a pre-established consideration 
unrelated to the current market.

C. Symbols for Market Identification for Quotation Information and 
Transaction Reports

    The following symbols shall be used to denote the marketplaces:

------------------------------------------------------------------------
                 Code                              Participant
------------------------------------------------------------------------
A.....................................  NYSE Amex LLC.
Z.....................................  BATS Exchange, Inc.
B.....................................  NASDAQ OMX BX, Inc.
W.....................................  Chicago Board Options Exchange,
                                         Inc.
M.....................................  Chicago Stock Exchange, Inc.
I.....................................  International Securities
                                         Exchange, LLC.
D.....................................  Financial Industry Regulatory
                                         Authority, Inc.
Q.....................................  Nasdaq Stock Market LLC.
C.....................................  National Stock Exchange, Inc.
N.....................................  New York Stock Exchange LLC.
P.....................................  NYSE Arca, Inc.
X.....................................  Nasdaq OMX PHLX, Inc.
------------------------------------------------------------------------

    D. Whenever a Participant determines that a level of trading 
activity or other unusual market conditions prevent it from collecting 
and transmitting Quotation Information or Transaction Reports to the 
Processor, or where a trading halt or suspension in an Eligible 
Security is in effect in its Market, the Participant shall promptly 
notify the Processor of such condition or event and shall resume 
collecting and transmitting Quotation Information and Transaction 
Reports to it as soon as the condition or event is terminated. In the 
event of a system malfunction resulting in the inability of a 
Participant or its members to transmit Quotation Information or 
Transaction Reports to the Processor, the Participant shall promptly 
notify the Processor of such event or condition. Upon receiving such 
notification, the Processor shall take appropriate action, including 
either closing the quotation or purging the system of the affected 
quotations.

IX. Market Access

    Pursuant to the requirements of Rule 610 of Regulation NMS, a 
Participant that operates an SRO trading facility

[[Page 27019]]

shall provide for fair and efficient order execution access to 
quotations in each Eligible Security displayed through its trading 
facility. In the case of a Participant that operates an SRO display-
only quotation facility, trading centers posting quotations through 
such SRO display-only quotation facility must provide for fair and 
efficient order execution access to quotations in each Eligible 
Security displayed through the SRO display-only quotation facility. A 
Participant that operates an SRO trading facility may elect to allow 
such access to its quotations through the utilization of private 
electronic linkages between the Participant and other trading centers. 
In the case of a Participant that operates an SRO display-only 
quotation facility, trading centers posting quotations through such SRO 
display-only quotation facility may elect to allow such access to their 
quotations through the utilization of private electronic linkages 
between the trading center and SRO trading facilities of Participants 
and/or other trading centers.
    In accordance with Regulation NMS, a Participant shall not impose, 
or permit to be imposed, any fee or fees for the execution of an order 
against a protected quotation of the Participant or of a trading center 
posting quotes through a Participant's SRO display-only quotation 
facility in an Eligible Security or against any other quotation 
displayed by the Participant in an Eligible Security that is the 
Participant's displayed best bid or offer for that Eligible Security, 
where such fee or fees exceed the limits provided for in Rule 610(c) of 
Regulation NMS. As required under Regulation NMS, the terms of access 
to a Participant's quotations or of a trading center posting quotes 
through a Participant's SRO display-only quotation facility in an 
Eligible Security may not be unfairly discriminatory so as to prevent 
or inhibit any person from obtaining efficient access to such displayed 
quotations through a member of the Participant or a subscriber of a 
trading center.

X. Regulatory Halts

    A. Whenever, in the exercise of its regulatory functions, the 
Listing Market for an Eligible Security determines that a Regulatory 
Halt is appropriate pursuant to Section III.S, the Listing Market will 
notify all other Participants pursuant to Section X.E and all other 
Participants shall also halt or suspend trading in that security until 
notified that the halt or suspension is no longer in effect. The 
Listing Market shall immediately notify the Processor of such 
Regulatory Halt as well as provide notice that a Regulatory Halt has 
been lifted. The Processor, in turn, shall disseminate to Participants 
notice of the Regulatory Halt (as well as notice of the lifting of a 
Regulatory Halt through the UTP Quote Data Feed. This notice shall 
serve as official notice of a Regulatory Halt for purposes of the Plan 
only, and shall not substitute or otherwise supplant notice that a 
Participant may recognize or require under its own rules. Nothing in 
this provision shall be read so as to supplant or be inconsistent with 
a Participant's own rules on trade halts, which rules apply to the 
Participant's own members. The Processor will reject any quotation 
information or transaction reports received from any Participant on an 
Eligible Security that has a Regulatory Halt in effect.
    B. Whenever the Listing Market determines that adequate publication 
or dissemination of information has occurred so as to permit the 
termination of the Regulatory Halt then in effect, the Listing Market 
shall promptly notify the Processor and each of the other Participants 
that conducts trading in such security pursuant to Section X.F. Except 
in extraordinary circumstances, adequate publication or dissemination 
shall be presumed by the Listing Market to have occurred upon the 
expiration of one hour after initial publication in a national news 
dissemination service of the information that gave rise to the 
Regulatory Halt.
    C. Except in the case of a Regulatory Halt, the Processor shall not 
cease the dissemination of quotation or transaction information 
regarding any Eligible Security. In particular, it shall not cease 
dissemination of such information because of a delayed opening, 
imbalance of orders or other market-related problems involving such 
security. During a Regulatory Halt, the Processor shall collect and 
disseminate Transaction Information but shall cease collection and 
dissemination of all Quotation Information.
    D. For purposes of this Section X, ``Listing Market'' for an 
Eligible Security means the Participant's Market on which the Eligible 
Security is listed. If an Eligible Security is dually listed, Listing 
Market shall mean the Participant's Market on which the Eligible 
Security is listed that also has the highest number of the average of 
the reported transactions and reported share volume for the preceding 
12-month period. The Listing Market for dually-listed Eligible 
Securities shall be determined at the beginning of each calendar 
quarter.
    E. For purposes of coordinating trading halts in Eligible 
Securities, all Participants are required to utilize the national 
market system communication media (``Hoot-n-Holler'') to provide real-
time information to all Participants. Each Participant shall be 
required to continuously monitor the Hoot-n-Holler system during market 
hours, and the failure of a Participant to do so at any time shall not 
prevent the Listing Market from initiating a Regulatory Halt in 
accordance with the procedures specified herein.
    1. The following procedures shall be followed when one or more 
Participants experiences extraordinary market activity in an Eligible 
Security that is believed to be caused by the misuse or malfunction of 
systems operated by or linked to one or more Participants.
    a. The Participant(s) experiencing the extraordinary market 
activity or any Participant that becomes aware of extraordinary market 
activity will immediately use best efforts to notify all Participants 
of the extraordinary market activity utilizing the Hoot-n-Holler 
system.
    b. The Listing Market will use best efforts to determine whether 
there is material news regarding the Eligible Security. If the Listing 
Market determines that there is undisclosed material news, it will 
immediately call a Regulatory Halt pursuant to Section X.E.2.
    c. Each Participant(s) will use best efforts to determine whether 
one of its systems, or the system of a direct or indirect participant 
in its market, is responsible for the extraordinary market activity.
    d. If a Participant determines the potential source of