

[Federal Register: August 18, 2006 (Volume 71, Number 160)]
[Notices]               
[Page 47836-47850]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr18au06-134]                         

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54301; File No. SR-CHX-2006-05]

 
Self-Regulatory Organizations; Chicago Stock Exchange, Inc,; 
Notice of Filing of a Proposed Rule Change and Amendment No. 1 Thereto 
to Implement a New Trading Model

August 10, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 2, 2006, the Chicago Stock Exchange, Inc. (``CHX'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the CHX. On August 10, 
2006, the Exchange filed Amendment No. 1 to the proposed rule 
change.\3\ The Commission is publishing this notice to solicit comments 
on the proposed rule change, as amended, from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 replaces and supersedes the original filing 
in its entirety.
---------------------------------------------------------------------------

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

    The CHX proposes to amend its rules to implement a new trading 
model that provides the opportunity for entirely automated executions 
to occur within a central matching system accessible by all Exchange 
participants. The new model also would end the Exchange's operation of 
a physical trading floor and is intended to comply with the 
requirements of Regulation NMS (``Reg. NMS'').\4\ The text of this 
proposed rule change is available on the Exchange's Web site at http://www.chx.com/rules/proposed_rules.htm
, in the Commission's Public 

Reference Room, and on the Commission's Web site at http://www.sec.gov.

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

    \4\ 17 CFR 242.600, et seq.
---------------------------------------------------------------------------

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 CHX 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 CHX has prepared summaries, set forth in Sections A, 
B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    Through this proposed rule change, the Exchange seeks to implement 
a new trading model that allows its participants to interact in a 
fully-automated matching system. In this model, the Exchange would no 
longer operate a physical trading floor where on-floor specialists, 
brokers and market makers seek execution of their orders. Instead, the 
Exchange would operate an automated system where its participants--from 
any location--could submit orders for immediate execution. The Exchange 
believes that this new model provides an opportunity for its 
participants and their customers to receive efficient, low-cost 
executions, while giving the Exchange enhanced capabilities for 
surveilling its participants' trading activities.
    In this new model, the Exchange anticipates that most of its 
participants would continue to be ``off-Exchange'' order-sending firms 
that would simply send orders to the Matching System for execution. 
These firms would not be required to register with the Exchange to act 
in any specific capacity other than as trading participants.\5\ The 
Exchange would, however, allow participant firms to register in two 
special categories--to operate as proprietary market makers on the 
Exchange or to act as institutional brokers. Market makers could choose 
to post two-sided quotations and trade for their proprietary accounts. 
Any customer order would be accepted off the Exchange and a market 
maker could then choose whether or not to enter the order in the 
Exchange's Matching System or submit the order to a different venue. In 
contrast, any customer orders accepted by institutional brokers would 
be deemed to be on the Exchange when accepted. These market makers and 
institutional brokers would operate on the Exchange, even if they are 
not physically located on a single trading floor.
---------------------------------------------------------------------------

    \5\ Since its demutualization in February 2005, the Exchange has 
not had ``members.'' Instead, a broker-dealer that seeks to effect 
transactions directly on the Exchange must become an Exchange 
``participant.''
---------------------------------------------------------------------------

    Because the Exchange is taking this opportunity to modernize many 
of its long-standing procedures and rules, the implementation of the 
new trading model will result in changes to virtually

[[Page 47837]]

every section of the Exchange's rule book. The most significant changes 
can be found in new CHX Article 20 of the Exchange's rules, which 
describes the operation of the Exchange's central matching system. CHX 
Article 16 details the new role of market makers on the Exchange, and 
CHX Article 17 describes the role and responsibilities of the 
Exchange's institutional brokers. Changes to other sections of the 
rules are designed to eliminate obsolete provisions--including those 
that relate to the operation of a physical trading floor--and to update 
other responsibilities to reflect the more automated trading that is 
the hallmark of the Exchange's new model. The Exchange has also made an 
effort to better organize the rules. After describing the provisions of 
new CHX Articles 20, 16 and 17, this submission will review each of the 
other sets of proposed rule changes beginning with CHX Article 1.\6\
---------------------------------------------------------------------------

    \6\ Throughout its rule book, the Exchange is replacing the 
Roman numerals currently used to identify each of its articles with 
an easier-to-understand Arabic number.
---------------------------------------------------------------------------

a. The Matching System

    The Exchange's Matching System would be the core facility of the 
Exchange. It would provide the only means for the display of orders and 
a central point for the execution of orders. On one hand, the Matching 
System is simply an extension of the operation of the Exchange's 
electronic book to all securities traded on the Exchange.\7\ On the 
other hand, this Matching System would provide a much more robust 
platform for the interaction of orders than is possible on the Exchange 
today.
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 52094 (July 21, 
2005), 70 FR 43913 (July 29, 2005) (approving the electronic book 
for the trading of securities not assigned to a specialist firm).
---------------------------------------------------------------------------

    1. Trading hours. The Matching System would operate a regular 
trading session and a late trading session each day.\8\ The regular 
trading session ordinarily would begin immediately after the primary 
market for a security opens its market and would end at 3 p.m. each day 
for all securities except specified exchange-traded funds, which would 
trade until 3:15 p.m.\9\ The second trading session--the late trading 
session--would begin immediately after the close of the first session 
and would end at 3:30 p.m.\10\ Two senior officers of the Exchange 
could decide to open the Exchange for trading if the primary market 
announces that it will not open or will open later than usual, or if 
the primary market has not opened within 15 minutes after its normal 
operating time.\11\ Special rules apply to the trading hours for 
securities listed exclusively on the Exchange.\12\
---------------------------------------------------------------------------

    \8\ See CHX Article 20, Rule 1(b).
    \9\ All times referenced in this filing are expressed in Central 
Time.
    \10\ These sessions are similar to the trading sessions that 
occur on the Exchange today, except that the late trading session in 
the new model (unlike the extended session under the current rules, 
in which the MAX system is not operational) would be a fully 
automated trading session. See CHX Article IX, Rule 10(b).
    \11\ See CHX Article 20, Rule 1, Interpretation and Policy .03. 
If these officers decide to open one or more NYSE-listed, Amex-
listed or other listed securities (other than Nasdaq-listed 
securities) when the primary market for these securities is not 
trading, the Matching System will cancel all pending opening cross 
orders in affected securities and, at the opening time selected by 
these officers, will then accept all other orders and match them as 
provided by the Matching System rules. If these officers decide to 
open one or more Nasdaq-listed securities when the primary market 
for these securities is not trading, the Matching System will: (a) 
If the decision is made before 8:30 a.m., execute all opening cross 
orders in affected securities as if the primary market had opened 
and then accept all other orders and match them as provided by the 
Matching System rules; or (b) if the decision is made on or after 
8:30 a.m., cancel all pending opening cross orders in affected 
securities and, at the opening time selected by the Exchange 
officers, then accept all other orders and match them as provided by 
the Matching System rules.
    \12\ See CHX Article 20, Rule 1, Interpretation and Policy .04 
(confirming that the regular trading session for these securities 
would begin at 8:30 a.m. and end at 3:00 p.m.).
---------------------------------------------------------------------------

    2. Access to the Matching System. Exchange participants could route 
orders to the Matching System through any communications line approved 
by the Exchange.\13\ To the extent that the Exchange participates in 
the Intermarket Trading System (``ITS'') Plan or any other linkage 
plan, ITS commitments and other intermarket orders could be sent to the 
Matching System through those linkages.\14\
---------------------------------------------------------------------------

    \13\ See CHX Article 20, Rule 8(a)(1).
    \14\ See CHX Article 20, Rule 8(a)(2). So long as it is required 
by the OTC/UTP Plan, the Exchange would also provide telephonic 
access to NASD market makers. See CHX Article 20, Rule 8(a)(3).
---------------------------------------------------------------------------

    3. Eligible orders--basic requirements. The Exchange's Matching 
System would only accept day orders; orders designated good-till-
canceled would not be accepted.\15\ Similarly, except for immediate-or-
cancel market orders or specially-designated cross orders, the Matching 
System would only accept limit orders and orders for regular-way 
settlement.\16\ Orders could be submitted as round lots, odd lots or 
mixed lots, except that orders in securities that only trade in 
specific share size increments must be submitted only in those share 
sizes.\17\
---------------------------------------------------------------------------

    \15\ See CHX Article 20, Rule 4(a)(2).
    \16\ See CHX Article 20, Rules 4(a)(1), 4(a)(3) and 4(a)(7). A 
special type of order--a non-regular way cross order--could be 
submitted for execution and non-regular way settlement. See CHX 
Article 20, Rule 4(b)(15).
    \17\ See CHX Article 20, Rule 4(a)(4).
---------------------------------------------------------------------------

    Except for any types of cross and cross with size orders (described 
later in this filing), the Matching System would only accept orders 
that comply with the sub-penny requirements of Reg. NMS set out in Rule 
612 \18\ and that do not exceed any size and/or price limitations 
imposed by the Exchange to help eliminate erroneous transactions or 
orders and transactions that cannot be processed by the Exchange's 
systems.\19\ Because cross and cross with size orders essentially are 
sub-penny executions (rather than orders), these transactions could be 
submitted to the Matching System in sub-penny increments down to 
$0.000001.\20\ Importantly, however, the Matching System would not 
allow any type of cross or cross with size order (except a midpoint 
cross, a cross that executes at the midpoint of the NBBO or a cross 
with size) (i) Priced at or above $1.00, to execute at a price less 
than $.01 better than any order on the same side of the Matching 
System, or (ii) priced under $1.00, to execute at a price less than 
$.0001 better than any order on the same side of the Matching 
System.\21\
---------------------------------------------------------------------------

    \18\ 17 CFR 242.612.
    \19\ See CHX Article 20, Rule 4(a)(6). The Exchange intends to 
develop a set of parameters that would be used to identify orders 
that either appear to be erroneous (based on their relationship to 
current market conditions) or that exceed the Exchange's systems 
capabilities (such as orders priced higher than a very high dollar 
level or those for a very large number of shares). These orders 
would be rejected to permit the continued effective operation of the 
Matching System.
    \20\ See CHX Article 20, Rule 4(a)(7)(b), confirming that cross 
and cross with size orders can be submitted in sub-penny increments, 
whether the orders are priced less than or at or above $1.00. The 
Exchange represents that it understands that it will need to obtain 
exemptive relief from the requirements of Reg. NMS to permit these 
executions to occur and will work with Commission staff to obtain 
that relief.
    \21\ See CHX Article 20, Rule 4(a)(7)(b). The Exchange 
represents that it has imposed this requirement based on input from 
Commission staff that it is required for any market operated by a 
national securities exchange.
---------------------------------------------------------------------------

    4. Order types and conditions. The Matching System would accept a 
wide variety of order types and conditions, which are set out in CHX 
Article 20, Rule 4(b). Some of the more routine order types would 
include immediate or cancel (``IOC'') limit and market orders, fill or 
kill (``FOK'') orders, sell short and short exempt orders, reserve size 
orders, time in force orders and cancel on halt orders.\22\ As required 
by Reg. NMS, IOC

[[Page 47838]]

orders would be executed against any orders at or better than the 
Exchange's best bid or offer (``BBO''), including any reserve size or 
other undisplayed orders at or better than that price.\23\ Reserve size 
orders would permit a participant to identify a portion of an order to 
be displayed and a portion that should remain undisplayed, and to 
provide an instruction that the displayed portion should be refreshed 
to the original display quantity whenever the displayed share size 
falls below a specific threshold.\24\ Time in force orders would be 
eligible for execution within a specified time period, with any 
unexecuted balance to be immediately cancelled when this period 
expires.\25\ Cancel on halt orders would be automatically cancelled by 
the Matching System if a trading halt or suspension is declared on the 
Exchange in that security.\26\
---------------------------------------------------------------------------

    \22\ See CHX Article 20, Rule 4(b)(12) (IOC orders); Rule 
4(b)(13) (IOC market orders); Rule 4(b)(11) (FOK orders); Rule 
4(b)(20) (sell short orders); Rule 4(b)(21) (short exempt orders); 
Rule 4(b)(19) (reserve size orders); Rule 4(b)(22) (time in force 
orders); and Rule 4(b)(3) (cancel on halt orders).
    \23\ See CHX Article 20, Rules 4(b)(12) (IOC orders) and 
4(b)(13) (IOC market orders).
    \24\ See CHX Article 20, Rule 4(b)(19).
    \25\ See CHX Article 20, Rule 4(b)(22). The Matching System 
initially would permit participants to identify any time period of a 
minute or a multiple of a minute as the ``time in force'' for a 
particular order. In later upgrades to the Matching System, 
participants would be allowed to identify an order's ``time in 
force'' in seconds.
    \26\ See CHX Article 20, Rule 4(b)(3).
---------------------------------------------------------------------------

    The Matching System also would accept several different types of 
cross transactions, including a basic cross, a cross with size, a cross 
with satisfy, a cross with yield, a midpoint cross, an opening cross 
and a non-regular way cross. A basic cross transaction would be an 
order to buy and sell the same security at a specific price that is 
better than the Exchange's displayed BBO and, where required by the ITS 
Plan, another linkage plan or Reg. NMS, equal to or better than the 
NBBO.\27\ A cross with size would be a cross for at least 5,000 shares 
and for a value of $100,000 that is at a price equal to or better than 
the Exchange's displayed BBO (and, where required by the ITS Plan, 
another linkage plan, or Reg. NMS, equal to or better than the NBBO), 
where the size of the cross transaction is larger than the largest 
order displayed on the Exchange at that price.\28\ A cross with satisfy 
is designed to provide a participant with an efficient mechanism for 
clearing out displayed orders in the Matching System that would 
otherwise have time priority (or displayed bids or offers in other 
market centers that would otherwise have price priority) and then 
effecting a cross transaction at that price.\29\ A cross with yield is 
a similar order type, which would automatically yield interest on the 
buy, sell or either side of the order to any order already displayed in 
the Matching System at the same or better price.\30\ And, finally, as 
their names suggest, an opening cross is a cross transaction that would 
be specifically designated to be executed at the opening price; a non-
regular way cross would be designated for non-regular way settlement; 
and a midpoint cross would execute at the midpoint between the 
NBBO.\31\
---------------------------------------------------------------------------

    \27\ See CHX Article 20, Rule 4(b)(4). A cross may represent 
interest of one or more Exchange participants, trading for a 
proprietary account. This order or transaction type is already 
permitted in the Exchange's electronic book. See CHX Article XXA, 
Rule 2.
    \28\ See CHX Article 20, Rule 4(b)(6). A cross with size is 
already permitted in the Exchange's electronic book and is similar 
to the type of transaction that can take place on the Exchange's 
trading floor. See CHX Article XXA, Rule 2; CHX Article XX, Rule 23. 
The proposed definition of a cross with size transaction would 
reduce the required number of shares in the order to 5,000 shares 
from 25,000 shares, mirroring similar requirements in the floor 
trading rules of other markets. See Boston Stock Exchange Rules, 
Chapter II, Section 18; Philadelphia Stock Exchange Rule 126(h). At 
the same time, the definition would be changed to also require that 
a cross must have a value of $100,000. The Exchange represents that 
it has imposed this requirement based on input from Commission staff 
that it is required for any market operated by a national securities 
exchange and based on an assurance from Commission staff that all 
national securities exchanges would be required to impose a similar 
requirement. The proposed definition of a cross with size 
transaction also would confirm that this order could represent 
interest of one or more participants of the Exchange.
    \29\ See CHX Article 20, Rule 4(b)(5). With this order type, a 
participant would send: (A) An instruction to execute a cross 
transaction at a specific price; and (B) an instruction (i) To 
execute orders already displayed in the Matching System at their 
limit prices (up to a specified number of shares) against a 
specified party to the extent necessary to allow the cross 
transaction to occur and/or (ii) to route outbound orders or 
commitments to other market centers to the extent necessary to 
prevent an improper trade-through. If a cross with satisfy is sent 
with a share size that is too small to satisfy orders in the 
Matching System or bids or offers in other markets, as applicable, 
the order would be automatically cancelled. Once the satisfying 
execution has occurred (or, for orders or commitments sent to other 
market centers, those orders or commitments have been sent), the 
cross would be executed at a price that is better than the best bid 
or offer to be displayed in the Matching System and, for securities 
listed on NYSE, Amex and any exchange other than Nasdaq (and for 
Nasdaq-listed securities, when Reg. NMS is implemented in those 
issues), equal to or better than the NBBO.
    A cross with satisfy may represent interest of one or more 
participants of the Exchange but, to the extent that it represents 
interest of the participant sending the order to the Matching 
System, the participant would not be eligible to satisfy existing 
bids or offers in the Matching System at a price that is better than 
the cross price and could only satisfy bids or offers in other 
markets at a price that is better than the cross price if the cross 
is for at least 10,000 shares or has a value of at least $200,000 (a 
``block size order'') or is for the account of an institutional 
customer (as that term is defined in CHX Article 8, Rule 11, 
Interpretation and Policy .03) and the participant's customer has 
specifically agreed to that outcome.
    \30\ See CHX Article 20, Rule 4(b)(7). This order would have: 
(A) An instruction to execute a cross transaction at a specific 
price; and (B) an instruction to yield interest on the buy, sell or 
either side of the order (as specified in the order) to any order 
already displayed in the Matching System at the same or better 
price, to the extent necessary to allow the cross transaction to 
occur. The cross would be executed at a price that is better than 
the best bid or offer to be displayed in the Matching System and, 
for securities listed on NYSE, Amex and any exchange other than 
Nasdaq (and for Nasdaq-listed securities, when Reg. NMS is 
implemented in those issues), equal to or better than the NBBO.
    \31\ See CHX Article 20, Rule 4(b)(16) (opening cross); Rule 
4(b)(15) (non-regular way cross); and Rule 4(b)(14) (midpoint 
cross). As described later in this submission, opening cross orders 
would execute immediately after the primary market opens in a 
security, at the opening price. For securities listed on NYSE, Amex 
and any exchange other than Nasdaq, the opening price would be the 
primary market opening price. For Nasdaq-listed securities (except 
in the case of an initial IPO), the opening price would be the 
midpoint of the first unlocked, uncrossed market that occurs on or 
after 8:30 a.m. For Nasdaq-listed securities on the date of an IPO, 
the opening price would be the Nasdaq opening price. Opening cross 
orders would not be accepted in securities exclusively listed on the 
Exchange and would not be accepted if any part of the sell side of 
the order is marked as a sell short order. A midpoint cross would be 
executed at the midpoint of the NBBO, but if the NBBO is locked at 
the time a midpoint cross is received, the midpoint cross would 
execute at the locked NBBO. If the NBBO is crossed at the time a 
midpoint cross is received, the midpoint cross would be 
automatically cancelled.
    A non-regular way settlement cross would execute without regard 
to the NBBO or any other orders the Matching System and could 
represent the interest of one or more participants in the Exchange. 
Any non-regular way cross that is for cash settlement must be 
received by the Matching System by 2 p.m. or such other time that 
may be established by the Exchange and communicated to participants 
from time to time. The Matching System would not accept one-sided 
orders for non-regular way settlement. The only way to effect a non-
regular way transaction within the Matching System would be through 
a non-regular way cross. Exchange participants currently may execute 
orders for non-regular way settlement, both on the floor of the 
Exchange and in the Exchange's electronic book. See CHX Article XX, 
Rule 9; CHX Article XXA, Rule 2(c)(5).
---------------------------------------------------------------------------

    The Matching System also would accept several order types that are 
specifically contemplated by Reg. NMS.\32\ For example, the Matching 
System would accept benchmark orders which meet the requirements of 
Rule 611(b)(7) of Reg. NMS. Initially, the Exchange would limit 
submission of benchmark orders to the Exchange's institutional 
brokers.\33\ The Matching

[[Page 47839]]

System would also accept BBO intermarket sweep orders (``BBO ISOs''), 
which would execute against orders at the Exchange's BBO, without 
regard to whether the execution would trade through another market's 
protected quotation.\34\ If a BBO ISO is marked as ``immediate or 
cancel,'' any remaining balance in the order would be automatically 
cancelled. If a BBO ISO is not marked as ``immediate or cancel,'' any 
remaining balance in the order would be placed in the Matching System 
and displayed, without regard to whether that display would lock or 
cross another market center.\35\ Two other Reg. NMS-related orders--an 
outbound ISO and a price-penetrating ISO--would also be accepted by the 
Exchange's Matching System.\36\
---------------------------------------------------------------------------

    \32\ These order types--and other expressly-identified 
provisions--take effect with the implementation of Rule 611 of Reg. 
NMS. 17 CFR 242.611. The Exchange will use February 5, 2007 (the 
``Trading Phase Date'') as the effective date for these provisions. 
See Securities Exchange Act Release No. 53829 (May 18, 2006), 71 FR 
30038 (May 24, 2006) (setting new compliance dates for Rules 610 and 
611).
    \33\ The Exchange initially has limited the use of this order 
type to its institutional brokers to ensure that the Exchange can 
determine whether or not the requirements of Rule 611(b)(7) Reg. NMS 
have been met. See CHX Article 20, Rule 4(b)(2). A benchmark order 
may execute at any price, without regard to the protected NBBO and 
may represent interest of one or more Exchange participants.
    \34\ See CHX Article 20, Rule 4(b)(1). These orders are executed 
based on the premise that the participant routing the order to the 
Matching System has already satisfied the protected quotations of 
other market centers. See CHX Article 20, Rule 6(c)(3).
    \35\ These orders are displayed based on the premise that the 
participant routing the order to the Matching System has already 
satisfied the quotations of other markets so that the display of the 
order would not lock or cross those markets.
    \36\ An outbound ISO would allow an Exchange participant to ask 
the Exchange to execute an order on the Exchange without regard to 
the protected quotations at other markets while simultaneously 
routing ISOs to those other markets to execute against their 
protected quotations. See CHX Article 20, Rule 4(b)(17). A price-
penetrating ISO would operate much like a basic ISO, except that it 
would allow a participant to execute through displayed and 
undisplayed interest, at multiple price points, on the Exchange. See 
CHX Article 20, Rule 4(b)(18).
---------------------------------------------------------------------------

    Finally, the Matching System would accept do-not-display and do not 
route orders. A do not route order, as its name implies, would be 
executed or displayed within the Matching System and could not be 
routed to another market center.\37\ A do-not-display order would be an 
order, for at least 1,000 shares when entered, that should not be 
displayed in whole or in part, but that would remain eligible for 
execution within the Matching System.\38\
---------------------------------------------------------------------------

    \37\ As further described in the section relating to the 
prevention of trade-throughs, a do not route order would be 
immediately cancelled if its execution would improperly trade 
through the ITS BBO or another market's protected quotations. Any 
types of cross, IOC or FOK orders would deemed to have been received 
with a ``do not route'' condition because these orders either are 
immediately executed in the Matching System or cancelled. See CHX 
Article 20, Rule 4(b)(10).
    \38\ See CHX Article 20, Rule 4(b)(9). A do-not-display order 
could receive that designation because a customer specifically 
instructed a participant not to display the order or because a 
participant decided that its own order should not be displayed. As 
described later in this submission, a do-not-display order would be 
ranked, at any given price point, behind displayed orders (and any 
odd-lot and mixed-lot orders at the price) and behind the 
undisplayed portions of any reserve size orders. These completely 
undisplayed orders would both allow a participant to fulfill a 
customer's instructions and to otherwise keep trading interest 
hidden, but to remain within the Matching System where the orders 
could be executed against inbound orders seeking liquidity.
---------------------------------------------------------------------------

    5. Ranking of orders in the Matching System. As described in CHX 
Article 20, Rule 8, all orders received by the Matching System would be 
ranked by price, time of receipt and, for round-lot orders, any display 
instructions received with the orders. Specifically, orders received by 
the Matching System would be ranked as follows:
    a. Orders that are eligible for display, as well as mixed-lot and 
odd lot orders. Limit orders that are eligible to be displayed, 
including the displayed portion of reserve size orders, and all odd-lot 
and mixed-lot orders would be ranked together, at each price point, in 
time priority.\39\
---------------------------------------------------------------------------

    \39\ For the most part, executions in the Matching System would 
occur on a ``share-for-share'' basis, regardless of whether the 
incoming or resting orders were round-lot, mixed-lot or odd-lot 
orders. The one exception to this share-for-share matching is in the 
handling of ITS commitments or linkage plan orders, which would only 
be matched in round-lot increments, for the full amount of round-lot 
shares available at the price reflected in the NBBO. See CHX Article 
20, Rule 8(e)(9). Any remaining portion of the ITS commitment or 
linkage plan order would then be automatically cancelled.
---------------------------------------------------------------------------

    b. Orders that are displayed in part, where a portion is not 
displayed. At each price point, the undisplayed portions of reserve 
size orders would be ranked together in time priority and would be 
ranked after any displayed orders (and any odd-lot and mixed-lot 
orders) at that price.
    c. Completely undisplayed orders. Orders that are received with a 
do-not-display instruction would be ranked together, at each price 
point, in time priority and would be ranked after any other orders at 
that price.
    Changes to an order's size or price, or its displayed portion, 
could impact its ranking within the Matching System. For example, when 
the displayed portion of a reserve size order is refreshed with new 
volume, the displayed portion of the order would receive a new ranking 
based on the time at which it was refreshed.\40\ Similarly, if a 
participant increases the number of shares in a fully-displayed order, 
that order would receive a new ranking based on the time at which these 
shares were added to the order.\41\ Any change in the price of an order 
would result in a new price and time ranking for the order, based on 
the time of the price change.\42\ Finally, any change to the display 
instruction associated with an order would result in a new ranking for 
the order based on the time that the new instruction was received.\43\
---------------------------------------------------------------------------

    \40\ See CHX Article 20, Rule 8(b)(4). Any remaining undisplayed 
portion of the order would continue to be ranked at the price and 
time at which it was originally received.
    \41\ See CHX Article 20, Rule 8(b)(5). Any reduction in the 
number of shares in an order, however, would not change its ranking 
within the Matching System.
    \42\ Id.
    \43\ Id.
---------------------------------------------------------------------------

    6. Display of orders within the Matching System. All orders that 
are eligible for display would be immediately and publicly displayed 
through the processes set out in the appropriate transaction reporting 
plan for each security when they constitute the best round-lot bid or 
offer in the Matching System for that security. In addition, the 
Matching System would aggregate all shares, including odd-lot orders 
and the odd-lot portions of mixed-lot orders, at a single price point, 
and then round that total share amount down to the nearest round-lot 
amount for display purposes.\44\ The undisplayed portion of a reserve 
size order and any other orders received with a do-not-display 
instruction would not be eligible for display.
---------------------------------------------------------------------------

    \44\ This aggregation and rounding process would apply for 
display purposes only; all orders would retain their rankings for 
execution purposes as described in CHX Article 20, Rule 8(b)(1) 
through (5). However, as noted in CHX Article 20, Rule 8(g), the 
Matching System would report each round-lot transaction that occurs 
within the Matching System, including executions of resting odd-lot 
orders that have been aggregated into one or more round-lots for 
display purposes, to the appropriate consolidated reporting system.
---------------------------------------------------------------------------

    The Exchange believes that its disseminated quotations would 
constitute automated quotations under the definition set out in Rule 
600(b)(3) of Reg. NMS.\45\ The Exchange's proposed rules confirm that 
each order submitted to the Matching System must be a firm order and 
cannot be identified as a ``manual'' quotation.\46\
---------------------------------------------------------------------------

    \45\ As required by Rule 600(b)(3) of Reg. NMS in its definition 
of ``automated quotations,'' the Exchange's Matching System is 
designed to accept IOC orders; to immediately and automatically 
execute an IOC order against the displayed BBO, up to its full size; 
to immediately and automatically cancel any unexecuted portion of 
the IOC order without routing the order elsewhere; to immediately 
and automatically transmit a response to the order-sending 
participant indicating the action taken on the order; and to 
immediately and automatically update the BBO to reflect any change 
that occurred as a result of the execution.
    \46\ See CHX Article 20, Rule 3(a).
---------------------------------------------------------------------------

    7. Opening of the regular trading session. Immediately after the 
primary market opens, the Matching System would execute all opening 
cross orders, then start accepting and matching orders as provided in 
CHX Article 20, Rule 8(d).\47\ If the primary market in a

[[Page 47840]]

security other than a Nasdaq-listed security opens with a quote, but 
has not reported a trade for 30 seconds following the dissemination of 
the initial quote, the Matching System would cancel all opening cross 
orders, and then start accepting and matching all other orders.\48\
---------------------------------------------------------------------------

    \47\ See CHX Article 20, Rule 8(d).
    \48\ Id. This provision would apply only to securities other 
than Nasdaq-listed securities. As noted above, Nasdaq-listed 
securities would open based on the first unlocked, uncrossed market 
that occurs on or after 8:30 a.m.
---------------------------------------------------------------------------

    8. Automated matching of orders. With certain exceptions 
specifically set out in CHX Article 20, Rule 8(e), and subject to the 
provisions relating to the prevention of trade throughs that are set 
out in CHX Article 20, Rule 5, incoming orders would be matched against 
one or more orders in the Matching System, in the order of their 
ranking, at the price of each resting order, for the full amount of 
shares available at that price or for the size of the incoming order, 
if smaller.\49\ If an order could not be immediately matched or matched 
in full when received (and it is not designated as an order type that 
should be immediately cancelled), it or its residual portion would be 
placed in the Matching System and ranked as described above.\50\
---------------------------------------------------------------------------

    \49\ See CHX Article 20, Rule 8(d)(1).
    \50\ See CHX Article 20, Rule 8(d)(2). Orders that would be 
immediately cancelled, if not executed, include FOK orders and IOC 
limit and market orders. See CHX Article 20, Rules 4(b)(11) through 
(13).
---------------------------------------------------------------------------

    The following order types would be subject to specific executions 
within the Matching System:
    a. Benchmark orders. Benchmark orders, which are cross transactions 
submitted by institutional brokers that meet the requirements of Rule 
611(b)(7) of Reg. NMS, would execute at any price, without regard to 
the NBBO and may represent the interest of one or more participants of 
the Exchange.\51\
---------------------------------------------------------------------------

    \51\ See CHX Article 20, Rule 8(e)(1) and Rule 4(b)(2). A 
benchmark order is defined in Rule 611(b)(7) of Reg. NMS as an order 
that is executed at a price that was not based, directly or 
indirectly, on the quoted price of the security at the time of 
execution and for which the material terms were not reasonably 
determinable at the time the commitment to execute the order was 
made.
---------------------------------------------------------------------------

    b. Cross and cross with size orders. Cross and cross with size 
orders would be automatically executed if they meet the requirements 
set out in Rule 4(b)(4) and (6) respectively, but would be immediately 
and automatically cancelled if they do not meet these requirements.\52\
---------------------------------------------------------------------------

    \52\ See CHX Article 20, Rule 8(e)(1).
---------------------------------------------------------------------------

    c. Cross with satisfy orders. In executing this order type, the 
Matching System first would determine whether the order contains a 
share size that is sufficient to satisfy orders in the Matching System 
or bids or offers in other markets, as applicable. If this requirement 
is not met, the cross with satisfy would be automatically 
cancelled.\53\
---------------------------------------------------------------------------

    \53\ See CHX Article 20, Rule 8(e)(4).
---------------------------------------------------------------------------

    If the order meets this requirement, the Matching System then would 
satisfy existing orders in the Matching System or send orders or 
commitments to other market centers to satisfy bids or offers, as 
necessary to prevent a trade-through and, before updating the 
Exchange's quotes, would execute the cross at a price that is better 
than the best bid or offer to be displayed in the Matching System and, 
for securities listed on NYSE, Amex or any other exchange other than 
Nasdaq (and for Nasdaq-listed securities, when Reg. NMS is implemented 
in those issues), equal to or better than the NBBO. In doing so, the 
Matching System would determine whether the Participant that sent the 
order to the Matching System is attempting to satisfy bids or offers in 
the Matching System at a price that is better than the cross price and, 
if so, would not allow those executions to occur, but would instead 
allocate the better prices to the customer, not to the Participant 
sending the order to the Matching System.
    d. Cross with yield orders. When the customer order that is part of 
a cross with yield order is eligible for an immediate execution because 
it is at a price better than the currently displayed best bid or offer 
in the Matching System, the cross with yield order would be 
automatically executed by matching the participant as principal against 
the customer order; provided, however, that if there is any order 
already displayed in the Matching System at the same price as (or 
better than) the participant's interest, that order or those orders 
would be matched against the customer order in place of the 
participant's interest as necessary to exhaust the customer order 
interest.\54\ If the customer order that is part of a cross with yield 
order is not eligible for an immediate execution because it is not 
better than the currently displayed bid or offer in the Matching 
System, the cross with yield order would be immediately and 
automatically cancelled.
---------------------------------------------------------------------------

    \54\ See CHX Article 20, Rule 8(e)(2).
---------------------------------------------------------------------------

    e. Midpoint cross. A midpoint cross order would be immediately 
executed at the midpoint between the NBBO. If the NBBO is locked at the 
time the order is received, the midpoint cross would be executed at the 
locked market price, unless the order could be executed in subpenny 
increments. If the NBBO is crossed at the time the order is received, 
the midpoint cross would be immediately and automatically 
cancelled.\55\
---------------------------------------------------------------------------

    \55\ See CHX Article 20, Rule 4(b)(14).
---------------------------------------------------------------------------

    f. Non-regular way cross orders. These orders would be 
automatically executed without regard to either the NBBO or any orders 
for regular way settlement that might be in the Matching System.\56\
---------------------------------------------------------------------------

    \56\ See CHX Article 20, Rule 4(b)(15).
---------------------------------------------------------------------------

    g. Sell short orders. Sell short orders (including odd lot orders) 
would be displayed and executed only when permissible under the 
provisions of Rule 10a-1 (``Short Sale Rule'') and Regulation SHO.\57\ 
When a sell short order cannot be executed or displayed at its limit 
price under the provisions of the Short Sale Rule and Regulation SHO, 
the order would be automatically repriced (without violating its limit 
price) to the next available price at which it can be executed or 
displayed.\58\
---------------------------------------------------------------------------

    \57\ Because there is no exemption from the requirements of the 
Short Sale Rule or Reg. SHO for odd lots executed within a system 
such as the Matching System, odd lot orders would be treated as all 
other orders in determining whether they could be executed under the 
Short Sale Rule and Reg. SHO.
    \58\ See CHX Article 20, Rule 8(e)(5).
---------------------------------------------------------------------------

    h. Do not display orders. A do-not-display order would be executed 
as provided in CHX Rule 8(d), but would be immediately and 
automatically cancelled if, at any point, the order would prevent the 
execution of an inbound order because the do-not-display order has 
crossed the NBBO.\59\
---------------------------------------------------------------------------

    \59\ See CHX Article 20, Rule 8(e)(6).
---------------------------------------------------------------------------

    i. Inbound ITS commitment or linkage plan order. An inbound ITS 
commitment or linkage plan order, if it is priced at or better than the 
current Exchange-displayed BBO (or if it is marked ``market''), would 
be automatically matched, in round-lot increments, against the order(s) 
at the price reflected in the BBO (or at a better undisplayed price), 
for the full amount of round-lot shares available at that price, and 
any remaining portion of the ITS commitment or linkage plan order would 
be automatically cancelled.\60\ An inbound ITS commitment marked as a 
``block'' trade would be automatically matched, in round-lot 
increments, at the price reflected in the ITS commitment, against the 
order(s) in the Matching System, in regular price-time priority.
---------------------------------------------------------------------------

    \60\ See CHX Article 20, Rule 8(e)(7). The Exchange believes 
that this handling of ITS commitments and linkage plan orders is 
consistent with the ITS Plan and the current draft of the linkage 
plan that might replace the ITS Plan.
---------------------------------------------------------------------------

    j. Trades in locked markets. Trades would continue to be executed 
in the Matching System when the NBBO is

[[Page 47841]]

crossed; provided however, that (i) If the ITS Plan requires that the 
Matching System route the inbound order to another market for 
execution, the Matching System would do so or, if the order is marked 
``do not route,'' the Matching System would automatically cancel the 
order; and (ii) once Reg. NMS is implemented in a security, the 
Matching System would only execute orders in that security up to (but 
not beyond) the first uncrossed NBBO.\61\
---------------------------------------------------------------------------

    \61\ See CHX Article 20, Rule 5, Interpretation and Policy 
.01(e).
---------------------------------------------------------------------------

    9. Prevention of trade-throughs and other order routing. The 
Exchange's Matching System would prevent the execution of all or a part 
of an inbound order for at least a round lot if the execution would 
cause an improper trade-through of another ITS market or if, when Reg. 
NMS is implemented for a security, the execution of all or a part of 
the order would be improper under Reg. NMS Rule 611.\62\ Inbound odd 
lot orders and odd lot crosses would be eligible for execution on the 
Exchange, even if they would trade through other markets' bids and 
offers.
---------------------------------------------------------------------------

    \62\ See CHX Article 20, Rule 5. At least initially, however, 
the Exchange would not apply the ``flickering quote'' exception to 
Rule 611 of Reg. NMS (Reg. NMS Rule 611(b)(8)) when determining 
whether or not the execution of the order would create an improper 
trade-through.
---------------------------------------------------------------------------

    If a participant has submitted a cross with satisfy or an outbound 
ISO order and its execution would cause an improper trade through, the 
Matching System would execute the order and simultaneously route 
commitments or orders to other markets to satisfy their protected 
quotes. In these situations, the Exchange's systems would determine 
when, how and where these orders (or commitments) should be routed to 
satisfy protected quotes. The Exchange would route these orders (or 
commitments), at the participant's election, either through the 
Intermarket Trading System (or any later linkage that supersedes ITS) 
or through the connectivity provided by a routing services provider 
with whom the Exchange has negotiated an agreement.
    The Exchange will provide these routing services pursuant to the 
terms of three separate agreements, to the extent that they are 
applicable to a specific routing decision: (1) An agreement between the 
Exchange and each Participant on whose behalf orders will be routed 
(``Participant-Exchange Agreement''); (2) an agreement between each 
Participant and a specified third-party broker-dealer that will use its 
routing connectivity to other markets and serve as a ``give-up'' in 
those markets (``Give-Up Agreement''); and (3) an agreement between the 
Exchange and the specified third-party broker-dealer (``Routing 
Connectivity Agreement'') pursuant to which the third-party broker-
dealer agrees to provide routing connectivity to other markets and 
serve as a ``give-up'' for the Exchange's Participants in other 
markets. The Exchange will provide these routing services in compliance 
with its rules and with the provisions of the Act and the rules 
thereunder, including, but not limited to, the requirements of Sections 
6(b)(4) and (5) of the Act that the rules of a national securities 
exchange provide for the equitable allocation of reasonable dues, fees 
and other charges among its members and issuers and other persons using 
its facilities, and not be designed to permit unfair discrimination 
between customers, issuers, brokers or dealers. The Routing 
Connectivity Agreement will include terms and conditions that enable 
the Exchange to comply with these obligations.
    In addition to these routing services, the Exchange is developing a 
functionality that would, in all other situations where the execution 
of an inbound round lot order, in whole or in part, would cause a 
trade-through, (a) Route the order to another venue, according to each 
participant's instructions, or (b) if the order is marked ``do not 
route,'' automatically cancel the order.\63\ The Exchange plans to 
supplement this filing, or file a new rule submission, with respect to 
this functionality, as soon as possible.
---------------------------------------------------------------------------

    \63\ There would be one exception to the general rule that an 
inbound ``do not route'' order would be cancelled if its execution 
would constitute an improper trade-through. If an undisplayed order 
is resting in the Matching System and the execution of an inbound 
order (that is not an IOC or FOK order) against the undisplayed 
resting order would cause an improper trade-through, the resting 
order would be cancelled to the extent necessary to allow the 
inbound order to be executed or quoted.
---------------------------------------------------------------------------

    The Exchange has developed an initial series of trade-through 
policies and procedures that describe how the Exchange will implement 
the provisions of Rule 611 of Reg. NMS.\64\ These procedures describe 
the Exchange's clock synchronization practices, as well as its plans 
for applying the exceptions to Rule 611 of Reg. NMS.\65\ Among other 
things, these procedures confirm that the Exchange would apply the 
self-help exception (and disregard another market's quotations for 
trade-through purposes) when that market has publicly announced that it 
is not disseminating automated quotations (but has not identified those 
quotes as manual); or when the Exchange has a reasonable basis for 
believing that the other market is experiencing systems problems and 
that market (a) Has not responded, within 30 seconds, to an Exchange 
inquiry seeking information about possible systems problems, or (b) has 
not confirmed, within two minutes after an Exchange inquiry, that it is 
not having systems problems.\66\ These procedures also confirm that the 
Exchange automatically would place an appropriate modifier on trades 
executed pursuant to an exemption from, or exception to, Rule 611 of 
Reg. NMS in accordance with specifications approved by the operating 
committee of the relevant national market system plan for an NMS 
stock.\67\
---------------------------------------------------------------------------

    \64\ See CHX Article 20, Rule 5, Interpretation and Policy .01. 
The Exchange will further define its policies in more detail over 
the next month or so.
    \65\ The Exchange's systems will routinely, throughout the 
trading day, use processes that capture the time reflected on the 
atomic clock operated by the National Institute of Standards and 
Technology and will automatically make adjustments to the time 
recorded in the Exchange's Matching System to ensure that the period 
between the two times does not exceed 500 milliseconds.
    \66\ See CHX Article 20, Rule 5, Interpretation and Policy 
.01(d). The Exchange would notify the other market of its use of the 
self-help exception by using appropriate technology made available 
for intermarket communications from time to time. The Exchange then 
would continue to apply this self-help exception until the other 
market has provided reasonable assurance to the Exchange (or to the 
public) that the problems have been corrected.
    \67\ See CHX Article 20, Rule 5, Interpretation and Policy 
.01(h). In addition, if an on-Exchange participant submits an 
outbound ISO order (consisting of an order to execute on the 
Exchange, coupled with outbound ISOs to execute against protected 
quotations of other markets), the Matching System will not execute 
the order on the Exchange until it either simultaneously routes ISOs 
to other markets or confirms that the participant submitting the 
order has simultaneously routed ISOs designed to execute against the 
full size of any other market's protected bid or offer, as required 
by Rule 600(b)(30) and Rule 611(b)(6) of Reg. NMS.
---------------------------------------------------------------------------

    The Exchange's initial trade-through policies also describe its 
plans for confirming that its own bids and offers qualify as automated 
quotations. Specifically, the Exchange would periodically (no less 
often than once every five seconds and no more often than once every 
second) send a test IOC order to the Matching System to determine 
whether the Exchange's Matching System accepts the order and would use 
automated monitoring systems to further measure the Matching System's 
handling of test IOC orders within the Matching System.\68\ These

[[Page 47842]]

monitoring systems would provide immediate reports to other Exchange 
systems for further handling. If these systems receive a report that 
gives the Exchange reason to believe that it is not capable of 
displaying automated quotations, the Exchange would automatically and 
immediately append a ``manual'' identifier to the bids and offers it 
makes publicly available.\69\ The Exchange would not remove this 
``manual'' identifier until it has determined that its quotations 
qualify as automated quotations. It would then notify other markets 
that its quotations are automated to ensure that all markets recognize 
the Exchange's bids and offers as automated quotations.
---------------------------------------------------------------------------

    \68\ These systems would review, in real time, the Matching 
System's handling of test IOC orders to determine whether, and 
within what time frame, (i) IOC orders are executed against the 
displayed quote, up to its full size; (ii) any unexecuted portion of 
the IOC order is cancelled; (iii) a confirmation of the action taken 
is generated and transmitted from the Matching System to the 
monitoring system (to serve as a proxy for a transmission to the 
order-sending firm); and (iv) the Matching System transmits a new 
bid or offer (as appropriate) to the monitoring system (to serve as 
a proxy for a transmission to the appropriate securities information 
processor).  See CHX Article 20, Rule 5, Interpretation and Policy 
.02(a).
    \69\ In the event that the Exchange's systems do not permit the 
Exchange to disseminate a ``manual'' identifier, the Exchange would 
announce that its quotes are manual over an appropriate 
functionality available for communications with other market 
centers. See CHX Article 20, Rule 5, Interpretation and Policy 
.02(b).
---------------------------------------------------------------------------

    10. Locking and crossing quotations. An order would not be 
displayed on the Exchange if its display would improperly lock or cross 
the ITS best bid or offer or, when Reg. NMS is implemented for a 
security, if its display would constitute a locking or crossing 
quotation.\70\ These otherwise locking or crossing orders would either 
be routed to another appropriate market or, if designated as ``do not 
route,'' would be automatically cancelled.
---------------------------------------------------------------------------

    \70\ See CHX Article 20, Rule 6(d).
---------------------------------------------------------------------------

    11. Clearing the matching system. To ensure that orders on the 
Exchange have an appropriate opportunity to interact with each other, 
institutional brokers ordinarily would be required to clear the 
Matching System before sending an order to another market for 
execution.\71\ Any outbound ITS commitments that are seeking liquidity 
in another market--whether they represent agency or proprietary 
interest--would be required to first clear the displayed and 
undisplayed orders in the Exchange's Matching System before being sent 
through the ITS System. Outbound ITS commitments (or ISOs) that are 
being sent to another market to satisfy its displayed bid or offer, 
however, would not be required to clear the Exchange's Matching System 
before being sent to the other market.\72\ Additionally, an 
institutional broker would not be required to clear the Matching System 
if the customer order that is being sent to another market could not be 
executed in the Matching System (e.g., the order is a stop or stop 
limit order which has not yet been elected).\73\
---------------------------------------------------------------------------

    \71\ If a customer specifically requests otherwise, an 
institutional broker is not required to clear the Matching System. 
See CHX Article 20, Rule 7(a). Institutional brokers would be 
required to document any directives for special handling of orders 
under this rule. See CHX Article 20, Rule 7(b).
    \72\ See CHX Article 20, Rule 7(c).
    \73\  See CHX Article 20, Rule 7(d).
---------------------------------------------------------------------------

    12. Trading halts. Under the proposed rules, two senior officers of 
the Exchange would be authorized to suspend and restart trading within 
a trading session or to halt trading for the remainder of a trading 
session, in one or more securities, when the officials believe it is in 
the public interest.\74\ If trading in one or more issues is suspended 
or halted, the Matching System would not accept any additional orders 
and would resume quoting and matching orders only after the end of the 
trading halt.\75\ Because the Matching System would not be locked or 
crossed when trading is halted, and because it would not accept orders 
during the halt, the Matching System would be able to emerge from the 
halt without any special reopening process, by simply displaying its 
BBO and then accepting and matching orders as provided by the Matching 
System rules described above.
---------------------------------------------------------------------------

    \74\ See CHX Article 20, Rule 1(d). Under the Exchange's current 
rules, a trading halt could be declared by the chairman or vice 
chairman of the Exchange's Board of Directors, or by its president, 
with the prior approval of a director from a participant firm and a 
director from the trading floor. The Exchange believes that it no 
longer is appropriate or effective to require its directors to 
participate in the decisions to suspend or halt trading, 
particularly with the automated environment proposed by the new 
trading model and the fact that the Exchange will no longer be 
operating a trading floor.
    \75\ See CHX Article 20, Rule 1, Interpretation and Policy .02. 
Participants could cancel orders during the halt.
---------------------------------------------------------------------------

    13. Cancelling transactions/handling clearly erroneous 
transactions. Under the proposed rules, participants that make a 
transaction in demonstrable error could agree to cancel and unwind the 
transaction, subject to the approval of the Exchange.\76\ The Exchange 
also proposes to extend its current electronic book rule for the 
handling of clearly erroneous transactions, with a few minor changes, 
to the operation of the Matching System.\77\ This rule would allow the 
Exchange to review, and potentially modify or cancel, executions where 
one party believes that the terms of the transaction were clearly 
erroneous when submitted. A related rule relating to systems 
disruptions and malfunctions would allow the Exchange to modify or 
cancel executions that result from a disruption or malfunction in the 
use or operation of the Matching System, or any communications system 
associated with the Matching System or when extraordinary market 
conditions or other circumstances exist in which the nullification or 
modification of transactions may be necessary for the maintenance of a 
fair and orderly market or the protection of investors and the public 
interest. The proposed rules set out procedures for each of these 
reviews, including specific means for participants to appeal the 
Exchange's decisions.\78\
---------------------------------------------------------------------------

    \76\ See CHX Article 20, Rule 9.
    \77\ See CHX Article 20, Rule 10; see also CHX Article XXA, Rule 
7 (the policy approved for use within the electronic book).
    \78\ For example, a participant seeking review of a ``clearly 
erroneous'' transaction would be required to notify the Exchange of 
the request immediately after the execution by telephone, and within 
15 minutes after the execution in writing. The Exchange would 
promptly notify the other party to the transaction. Both parties 
then would be required to submit information relating to the 
disputed transaction, within specified time frames. After reviewing 
the transaction, an Exchange official would notify both parties of 
his or her decision, in writing; either party could appeal the 
decision to a subcommittee of the Exchange's Committee on Exchange 
Procedure and, if not satisfied, to the full Committee on Exchange 
Procedure. In making his or her decision, the Exchange official 
would consider the goals of maintaining a fair and orderly market 
and protecting investors and the public interest; if an Exchange 
official determines that a transaction was clearly erroneous, he or 
she would try to return the parties to the positions that they would 
have been in (or positions reasonably similar to those positions) if 
the error had not occurred. Similarly, in the event of a disruption 
or malfunction that impacts the operation or use of the Matching 
System (or in the event of extraordinary market conditions or other 
circumstances), an Exchange official could declare transactions void 
or modify transactions. Absent extraordinary circumstances, any 
Exchange action to void or modify transactions in this manner must 
be taken within 30 minutes of detection of the erroneous 
transaction, but in no event later than 2 p.m. on the trading day 
following the date of the trade at issue. The official would be 
required to notify each member involved in the transaction as soon 
as practicable after making any decision; decisions could be 
appealed using the procedure set out for the review of decisions 
addressing clearly erroneous transactions.
---------------------------------------------------------------------------

    14. The late trading session. The Exchange's Matching System would 
begin accepting orders for the late trading session immediately after 
the closing of the regular trading session.\79\ Orders for the late 
trading session would be matched according to the same process used 
during the regular trading session. As noted above, the late trading 
session would end at 3:30 p.m.
---------------------------------------------------------------------------

    \79\  See CHX Article 20, Rule 8(c)(2). Orders for the late 
trading session would not be allowed queue before the close of the 
regular trading session; they would only be accepted by the Exchange 
after the close of the regular trading session.
---------------------------------------------------------------------------

b. Market Makers

    The Exchange's proposed new trading model would allow participants 
to register to act as proprietary market makers on the Exchange. The 
provisions that would govern the activities of these

[[Page 47843]]

market makers are set out in the proposed rules in CHX Article 16. 
These proposed rules replace the current market maker rules contained 
in CHX Article XXXIV.
    Under the proposed rules, a participant firm seeking to act as a 
market maker would be required to register with the Exchange.\80\ 
Participant firms would be required to register as market makers; 
individual traders within those firms would be required to separately 
register as market maker traders.\81\ The proposed rules specifically 
provide that a market maker that is a participant in the Exchange, but 
is not a member of another self-regulatory organization, would be 
permitted to trade only on a proprietary basis and would not be 
permitted to handle any agency orders on the Exchange.\82\ More than 
one market maker could register in each security.\83\
---------------------------------------------------------------------------

    \80\ See CHX Article 16, Rule 1(a). A participant would be not 
be considered to be acting as a market maker unless it was 
registered in that capacity and was in good standing.
    \81\ See CHX Article 16, Rule 1, Interpretation and Policy .01.
    \82\ See CHX Article 16, Rule 1, Interpretation and Policy .02.
    \83\ See CHX Article 16, Rule 3, Interpretation and Policy .03.
---------------------------------------------------------------------------

    A participant would register as a market maker by submitting an 
application to the Exchange, confirming its ability to comply with 
applicable rules and identifying the number of securities in which it 
seeks to make markets.\84\ The Exchange would review each application 
and, using specific criteria, would determine whether or not the 
participant should be registered in that capacity.\85\ The Exchange 
would notify each participant of the action taken with respect to its 
application and, if it denies a participant's registration request, 
would describe the reasons for that denial.\86\ An unsuccessful 
applicant would be permitted to seek a review from that decision 
pursuant to the provisions of CHX Article 15.\87\
---------------------------------------------------------------------------

    \84\ See CHX Article 16, Rule 2(b).
    \85\ See CHX Article 16, Rule 3. In considering a participant's 
request for registration as a market maker, the Exchange would 
consider: (a) The participant's financial resources; (b) the 
participant's experience and demonstrated ability in making markets, 
including the depth and quality of the market quoted by the 
participant in other securities; (c) the participant's demonstrated 
ability to make markets in such a manner as to increase the order 
flow to the Exchange and, as a result, the competitiveness of its 
market with markets elsewhere; (d) the participant's disciplinary 
record, including its violations of Exchange rules, the rules of 
other SROs and Federal securities laws; (e) the participant's 
operational capability, including its ability to comply with the 
responsibilities set out in CHX Article 16, Rule 8; and (f) the 
overall best interests of the Exchange.
    \86\ See CHX Article 16, Rule 2(d).
    \87\ See CHX Article 16, Rule 2(d).
---------------------------------------------------------------------------

    Under the proposed rules, once a firm's market maker registration 
is approved, the firm could select the securities in which it would act 
as market maker by notifying the Exchange.\88\ The Exchange would 
require a firm to seek prior approval before acting as market maker in 
more than 500 securities and with respect to each increment of an 
additional 100 securities after that threshold is reached.\89\ If a 
market maker drops a security from its selected list, that participant 
would not be allowed to trade that security again as market maker for 
20 calendar days.\90\
---------------------------------------------------------------------------

    \88\ See CHX Article 16, Rule 5. A market maker would be 
required to notify the Exchange of a decision to add or drop 
securities by 9 a.m. on the trading day preceding the date on which 
the change would take effect, unless the Exchange is able to 
accommodate a notification closer to the effective date. Id.
    \89\ See CHX Article 16, Rule 5, Interpretation and Policy .01. 
This process would allow the Exchange to evaluate a market maker's 
request, using the criteria in CHX Rule 3, to determine whether the 
firm appears capable of handling its market maker responsibilities 
in these additional issues.
    \90\ See CHX Article 16, Rule 5, Interpretation and Policy .02. 
This prohibition would not apply where a market maker has received 
approval to voluntarily deregister as a market maker under the 
provisions of CHX Article 16, Rule 6.
---------------------------------------------------------------------------

    A firm's registration as a market maker could be terminated 
voluntarily, by the market maker itself, or involuntarily, by the 
Exchange.\91\ The proposed rules would allow market makers to 
voluntarily deregister by filing the appropriate form with the 
Exchange. As part of that process, a firm would be permitted to request 
temporary or partial deregistration as a market maker--and thus avoid 
the need to complete the registration process again--in specific 
circumstances that temporarily prevent a market maker from acting in 
that role.\92\ Under the proposed rules, the Exchange could grant a 
request for temporary or partial deregistration for up to 60 days and 
could extend that period in its discretion. The proposed rules would 
allow the Exchange to suspend, terminate or limit a market maker's 
registration upon a determination of any substantial or continued 
failure by the participant to engage in dealings as required by CHX 
Article 16, Rule 8 or as set out in CHX Article 13.\93\
---------------------------------------------------------------------------

    \91\  See CHX Article 16, Rules 6 (voluntary deregistration) and 
7 (involuntary deregistration). In addition, the Exchange would 
consider a firm to have deregistered if it is not trading any 
securities as a market maker (i.e., it is not submitting bids or 
offers in the securities it has selected). See CHX Article 16, Rule 
6. If a firm is deemed to have deregistered, it would be required to 
complete the registration process again before acting as a market 
maker on the Exchange.
    \92\ These reasons include software, hardware, connectivity or 
other problems that interfere with the market maker's ability to 
appropriately send bids or offers to the Exchange or otherwise act 
as market maker; legal or regulatory considerations that temporarily 
prevent the participant from acting as market maker; or other 
circumstances, including, but not limited to, those that are beyond 
a market maker's control, that interfere with the participant's 
ability to act as market maker. See CHX Article 16, Rule 6, 
Interpretation and Policy .01.
    \93\ CHX Article 13 contains the Exchange's rules and procedures 
relating to the suspension and reinstatement of a participant's 
ability to act as a participant and to retain its registration in a 
special capacity (such as a market maker).
---------------------------------------------------------------------------

    During the Exchange's regular trading session, a market maker would 
be required to engage in a course of dealings for its own account to 
assist in the maintenance, to the extent reasonably practicable, of 
fair and orderly markets on the Exchange. A market maker's 
responsibilities would specifically include: (1) Using automated 
systems to maintain a continuous two-sided quote, for at least a round-
lot, in each of the securities in which it is registered; (2) 
maintaining adequate minimum capital; and (3) meeting specific 
quotation or trade requirements, with respect to its dealings on the 
Exchange, over the course of each calendar month.\94\ A market maker's 
continuous two-sided quotes must be at prices which are reasonably 
related to the prevailing market price of the security.\95\
---------------------------------------------------------------------------

    \94\ See CHX Article 16, Rule 8(a) through (c). Over the course 
of each calendar month, a market maker would be required to meet 
either of these requirements: (1) At least 5% of the total number of 
a market maker's principal bids or offers on the Exchange, in each 
quarter, for each of its assigned securities, must, when entered on 
the Exchange, be at the NBBO or improve the NBBO in a manner that 
attributes market data revenue to the Exchange under the terms of 
applicable national market system reporting plans; or (2) the shares 
traded by a market maker for its own account, for each of its 
assigned issues, must equal or exceed 1% of the total number of 
shares executed on the Exchange in that issue.
    \95\ See CHX Article 16, Rule 8, Interpretation and Policy .01. 
The proposed rules provide that, in most circumstances, a market 
maker's quotations should be priced no more than 10% away from the 
prevailing NBBO (as applicable) for securities priced under $1.00, 
5% for securities priced between $1.00 and $50.00 and 3% for 
securities priced above $50.00. This quoting guidance is 
substantially similar to that currently provided by the Exchange's 
Market Regulation Department to participants (such as specialists 
and market makers) that have a quoting obligation on the Exchange.
---------------------------------------------------------------------------

    Market makers would have two other specific obligations. First, a 
market maker that is registered as a market maker solely on the 
Exchange and engages in other business activities (or that is 
affiliated with a broker or dealer that engages in other business 
activities) would be required to establish, and describe to the 
Exchange, information barriers that prevent the market maker

[[Page 47844]]

from using material, non-public information or information about 
customer order flow in its trading activities.\96\ And, second, a 
market maker would be required to record and, provide upon request, to 
the Exchange in an approved electronic format, its long or short 
position in a security as of the time that it initiates an order in 
that security on the Exchange.\97\
---------------------------------------------------------------------------

    \96\ See CHX Article 16, Rule 9. At the time a participant 
becomes a market maker, the participant would be required to submit 
a written statement describing its plans for establishing and 
maintaining the required information barriers, including the 
internal controls that will be put in place to monitor the barriers' 
effectiveness. A market maker engaging in these other business 
activities would not be allowed to act as a market maker on the 
Exchange until the Exchange had approved the information barrier 
procedures.
    \97\ See CHX Article 16, Rule 10. The requirement to report 
information to the Exchange would apply only to market makers that 
are not NASD members. NASD members would provide this information 
directly to the NASD and would be subject to the NASD's oversight 
with respect to their trading activity.
---------------------------------------------------------------------------

c. Institutional Brokers

    Under the Exchange's proposed new trading model, any participant 
firm that acts as a broker in effecting transactions on the Exchange 
and for which the Exchange is the designated examining authority would 
be permitted to register with the Exchange as an institutional broker 
and to use Exchange systems for handling orders and reporting 
transactions.\98\ Each individual that would be authorized to effect 
trades on behalf of the firm would be required to separately register 
as an institutional broker representative.\99\ The Exchange anticipates 
that its existing floor brokers would register as institutional brokers 
in the new model. Importantly, although institutional brokers would 
operate as participants on the Exchange, they could trade from any 
location and would not effect transactions from a physical trading 
floor.\100\
---------------------------------------------------------------------------

    \98\ See CHX Article 17, Rule 1.
    \99\ See CHX Article 17, Rule 1, Interpretation and Policy .02. 
This requirement essentially tracks the current requirement that 
individual floor brokers separately register with the Exchange and 
take required examinations. See CHX Article VI, Rules 2 and 3.
    \100\ As noted above, the Exchange would not operate a physical 
trading floor in the new trading model. The Exchange anticipates 
that it would continue to allow participants to remain in their 
current locations within the trading floor space, paying current 
rent, through the end of the year, at which time the trading floor 
space would be more formally subleased to interested parties 
(including participants) for use as office or trading space. The 
Exchange believes that it would be appropriate to allow participants 
to remain in their current locations on the floor (and to pay the 
current rent for that space) during, and for a short time after, the 
transition to the new trading model so that firms that choose to 
relocate are not unnecessarily required to disrupt their operations 
by both a transition to a new trading model and a physical 
relocation.
---------------------------------------------------------------------------

    Under the proposed rules, institutional brokers would be required 
to adhere to trading and business conduct rules that apply to 
participant firms generally and would be subject to specific 
obligations set out in CHX Article 17. Among other things, 
institutional brokers would be required to enter all orders received 
for execution on the Exchange into an automated system to provide an 
electronic record of their order handling practices; would be required 
to maintain separate accounts for handling agency transactions, 
principal transactions and transactions involving errors; and would be 
required to enter transactions into the appropriate accounts.\101\ 
Institutional brokers would also be required to maintain required 
records of their trading activities, including records of their 
relationships with their customers.\102\ Finally, institutional brokers 
would be required to use an electronic system, acceptable to the 
Exchange, for the handling of orders that integrates the institutional 
broker's on-Exchange trading activities with the Matching System and 
with its trading activities in other market centers.\103\
---------------------------------------------------------------------------

    \101\ See CHX Article 17, Rule 3(a) and Rule 3(c). The 
requirement for entering orders into an electronic system to permit 
the Exchange to more readily surveil broker order handling 
activities has been approved and implemented. See CHX Article 11, 
Rule 3; Securities Exchange Act Release No. 53772 (May 8, 2006), 71 
FR 27758 (May 12, 2006). In addition, although the Exchange's 
current rules do not specifically require brokers to maintain 
specific principal, agency and error accounts, the Exchange's Market 
Regulation Department has encouraged them to do so as a way to 
evidence their compliance with general order handling obligations.
    \102\ See CHX Article 17, Rule 3(f).
    \103\ See CHX Article 17, Rule 3(b).
---------------------------------------------------------------------------

    A customer order would be deemed to be on the Exchange when 
received by an institutional broker, but would not have priority in the 
Matching System until it is entered into that system. The proposed 
rules would also set out specific order handling obligations for 
institutional brokers.\104\ Specifically, an institutional broker 
handling a market order would be required to use due diligence to 
execute the order at the best price or prices available.\105\ 
Similarly, an institutional broker handling a limit order would be 
required to use due diligence to execute the order at or better than 
the limit price, if available. And, an institutional broker who has 
been given a not held order would be required to use brokerage judgment 
in the execution of the order, and if he exercises such judgment, would 
be relieved of all responsibility with respect to the time of the 
order's execution and the execution price or prices given to the 
order.\106\ These proposed rules are similar to rules that relate to 
broker trading activities on at least one other market and are designed 
to establish a specific standard by which institutional broker order 
handling activities could be measured.\107\
---------------------------------------------------------------------------

    \104\ See CHX Article 17, Rule 3(d). An institutional broker 
generally would execute its customers' orders on an agency basis. 
If, however, an institutional broker believes it is in the best 
interests of its customer to execute an order on a principal basis, 
it must comply with the requirements of CHX Article 9, Rule 18. See 
CHX Article 17, Rule 3(d)(4).
    \105\ In handling a market order, an institutional broker could 
assign an appropriate limit price to the order and send it to the 
Matching System, could enter an IOC market order into the Matching 
System or could route the order to another market center after 
clearing the Exchange's Matching System.
    \106\ See CHX Article 17, Rule 3(d)(3).
    \107\ See NYSE Rule 123A.41-.44. The Exchange's Rules do not 
currently contain any specific order execution standards that apply 
to its brokers.
---------------------------------------------------------------------------

    The final new requirement under the proposed rules would require 
that brokers use reasonable efforts to report all transactions that are 
not effected through the Exchange's Matching System to the Exchange 
within 10 seconds after the trade occurs.\108\ Although the Exchange 
anticipates that most executions by its institutional brokers would 
occur within the Matching System, the Exchange recognizes that its 
institutional brokers could, from time to time, execute orders outside 
of that system. To ensure that the Exchange and its institutional 
brokers can establish compliance with the trade-through provisions of 
the ITS Plan and Rule 610 of Reg. NMS, the Exchange is developing 
functionality in its Brokerplex system that would allow an 
institutional broker to electronically validate whether a trade would 
constitute a trade-through before the trade occurs and that would 
create an electronic record that that validation had taken place.\109\ 
Because of the possibility that a broker trading on a proprietary basis 
against a customer order could use this functionality in a manner 
inconsistent with the broker's fiduciary obligations to the customer 
order, the proposed rules would require

[[Page 47845]]

a broker that pulls up the validation window to complete the required 
information and report the transaction (without cancelling out of the 
functionality) unless the broker mistakenly input the symbol for the 
wrong security or the transaction may be cancelled pursuant to the 
provisions set out in CHX Article 20, Rules 9, 10 and 11 (relating to 
cancellations of transactions, clearly erroneous transactions and 
systems disruptions and malfunctions).\110\
---------------------------------------------------------------------------

    \108\ See CHX Article 17, Rule 3(e). This provision would also 
require that an institutional broker mark as ``SOLD'' any trades 
reported after this time.
    \109\ See CHX Article 17, Rule 3, Interpretation and Policy .03. 
Other possible functionality might allow a broker to enter the 
details of a proposed cross transaction (such as its price, the 
number of shares and whether the sell side of the order is 
``short'') into the Brokerplex system, which would send the cross to 
the Matching System for execution when it could be executed. The 
first type of functionality--to allow a broker to report a trade 
outside of the Matching System in a manner that is consistent with 
the NBBO and orders in the Matching System--is slated for roll-out 
to brokers in (or before) early October 2006.
    \110\ See CHX Article 17, Rule 3, Interpretation and Policy .03.
---------------------------------------------------------------------------

d. Other Rule Changes

    1. CHX Article 1. (Definitions and General Information). Within 
this Article of the rules, the Exchange proposes to add new definitions 
for terms that are used elsewhere in the rules.\111\ The Exchange also 
seeks to add two new sections--one new rule that lists and defines 
types of orders and conditions and one new rule that confirms that all 
times identified in the rules are Central Time unless otherwise 
indicated.\112 \
---------------------------------------------------------------------------

    \111\ These newly-defined terms include ``Act'' and ``Exchange 
Act,'' ``Amex,'' ``BBO,'' ``CHX,'' ``CHX Holdings,'' ``institutional 
broker,'' ``NBBO,'' ``Nasdaq,'' ``NYSE,'' ``primary market,'' ``Rule 
10a-1 and Regulation SHO,'' ``rules,'' and ``Securities Act.'' The 
Exchange's BBO would be the best bid or offer displayed in the 
Exchange's Matching System. The NBBO would be described in reference 
to the definition used in Rule 600(b)(42) of Reg. NMS. The ``primary 
market''--a term used largely to determine the execution price of 
opening cross orders--would mean, unless otherwise designated by the 
Exchange, the initial listing market for a security. References to 
the Exchange's Rules would include the rules of the Exchange that 
have been adopted by the Exchange's Board of Directors and that have 
either been approved by the Commission or become effective pursuant 
to Section 19(b)(3) of the Act. The Exchange proposes to delete the 
definitions of ``floor'' and to delete references to the trading 
floor from the ``trading facilities'' definition to reflect the fact 
that the Exchange will not be operating a physical trading floor in 
the new model.
    \112\ See CHX Article 1, Rules 2 and 3. The order types and 
conditions set out in Rule 2 primarily are those that are accepted 
by the Exchange's Matching System and described in CHX Article 20, 
Rule 4. A few new definitions were added to clarify basic 
information such as the definition of ``odd lot,'' ``round lot'' and 
``mixed lot.'' See CHX Article 1, Rules 2(w) (odd lot), 2(cc) (round 
lot) and 2(r) (mixed lot).
---------------------------------------------------------------------------

    2. CHX Article 2. (Committees). The proposed changes to this 
Article eliminate references to the Exchange's trading floor and to the 
Exchange's current Committee on Specialist Assignment and 
Evaluation.\113\ Under the proposed new model, the Exchange would no 
longer have specialists who are responsible for handling orders in each 
issue and thus there is not a need to have a committee to assign 
securities and evaluate specialist performance. The proposed changes 
also would confirm that the Committee on Exchange Procedure would 
consist of not less than seven participants, without specifying the 
specialized roles in which those persons must serve.\114\
---------------------------------------------------------------------------

    \113\ See CHX Article 2, Rule 5 (removing references to the 
trading floor and to the Committee on Specialist Assignment and 
Evaluation); Rule 6 (deleting the description of the role of the 
Committee on Specialist Assignment and Evaluation); and Rule 10 
(deleting references to the Exchange's trading floor).
    \114\ See CHX Article 2, Rule 5 (removing a requirement that 
three of the Committee members be active on the Exchange's Floor as 
specialists, odd-lot dealers or floor brokers). The Exchange 
believes that, with its move the new trading model, it is no longer 
appropriate to mandate that Committee members trade in certain 
capacities and not others.
---------------------------------------------------------------------------

    3. CHX Article 3. (Participants). The primary substantive changes 
in this Article are designed to streamline the process of obtaining a 
trading permit on the Exchange. Under the Exchange's current rules, the 
Exchange's staff makes a preliminary determination about an applicant's 
qualifications and then posts the applicant's name to permit other 
participants to submit any objections to that applicant's desire to 
trade on the Exchange. The Exchange believes that this posting process 
is not a necessary component of the application process--indeed, it 
appears to relate back to a time when information about a firm's prior 
business dealings might best be learned by talking with others in the 
business community. The electronic databases of information that are 
available today eliminate the need for this sort of process.\115\
---------------------------------------------------------------------------

    \115\ See CHX Article 3, Rules 3 and 4. Other changes to the 
application process would confirm that, with the posting process 
eliminated, Exchange staff would make the initial determination on 
each application for a trading permit. These changes also would 
refer applicants to a new CHX Article, CHX Article 15, for a single 
set of procedures for seeking review of Exchange decisions, such as 
the denial of a trading permit.
---------------------------------------------------------------------------

    There are three other groups of proposed changes within CHX Article 
3. In CHX Rule 1, the Exchange seeks to eliminate the definitions that 
identify when a participant is engaging in a public securities 
business--these definitions do not relate to any particular requirement 
applicable to Exchange participants under the current rules. And, in 
CHX Rule 2, the Exchange proposes to replace references to ``co-
specialists,'' ``floor brokers'' and ``registered market makers'' with 
references to ``institutional broker representatives'' and ``market 
maker traders,'' the terms used in CHX Articles 16 and 17 to refer to 
the individuals who would have special registration on the Exchange in 
the new model.
    One final change to CHX Article 3 would create a more detailed 
limitation of liability provision that tracks similar provisions on 
other markets.\116\ This provision would confirm that neither the 
Exchange, nor its affiliates, nor any of the directors, officers, 
committee members, officials, employees, contractors or agents of the 
Exchange or its affiliates would be liable to participants or persons 
associated with participants for any loss arising out of the use of the 
facilities, systems, services or equipment provided by the Exchange or 
for any loss associated with an interruption in, or in a failure or 
unavailability of, of any such facilities, systems, services or 
equipment, whether or not the loss resulted from negligence or other 
unintentional errors omissions or from any other cause within or 
without the Exchange's control.\117\ The provision would also confirm 
that the Exchange makes no warranty as to results that might be 
obtained by persons using the Exchange's facilities or services or any 
data transmitted by or on behalf of the Exchange.\118\ Other changes to 
this provision would bar a participant from instituting a legal 
proceeding against the Exchange, its affiliates or their directors, 
officer, committee members, officials, employees, contractors or agents 
for actions taken or omitted in connection with the official business 
of the Exchange, except to the extent that such actions or omissions 
constitute violations of the Federal securities laws for which a 
private right of action exists.\119\
---------------------------------------------------------------------------

    \116\ See ISE Rule 705(a) and CBOE Rule 6.7A.
    \117\ See the full text of this provision at CHX Article 3, Rule 
8(a).
    \118\ See the full text of this provision at CHX Article 3, Rule 
8(b).
    \119\ See CHX Article 3, Rule 8(c) for the complete text of this 
provision. Importantly, this last provision would not apply to 
appeals of disciplinary actions or other actions by the Exchange for 
which an appellate right is provided by the rules.
---------------------------------------------------------------------------

    4. CHX Article 4. (Participant Firms). In this Article, the 
Exchange seeks to eliminate references to its trading floor and to 
floor brokers.\120\ It also proposes to change existing requirements 
relating to the nominees and voting designees named on trading permits 
to confirm that any person affiliated with a participant firm, not just 
a general partner of the firm, who is acting as an institutional broker 
representative or a market maker trader can be named as a nominee on a 
trading permit.\121\ Similarly, the Exchange proposes to confirm that 
any officer of a participant firm can be named as voting designee, not 
just the firm's president or one of its

[[Page 47846]]

vice presidents.\122\ These changes are designed to reflect the fact 
that participant firms are structured in various ways--some are 
partnerships and others are not--and that the Exchange is concerned 
with an individual's authority to act on behalf of the firm, not 
whether he or she fits into a narrowly selected job title or role.\123\
---------------------------------------------------------------------------

    \120\ See CHX Article 4, Rules 4 and 15.
    \121\ See CHX Article 4, Rule 13(b).
    \122\ See CHX Article 4, Rule 13(c).
    \123\ Other proposed changes in this Article correct a 
misspelling (CHX Rule 4) and clarify that participants do not 
``own'' trading permits, they ``hold'' them. (CHX Rule 13(a)).
---------------------------------------------------------------------------

    5. CHX Article 5. (Access to the Exchange). Under the Exchange's 
current rules, this Article (entitled ``Admission to Floor--
Communications'') contains rules describing visitor and employee access 
to the trading floor, the making of announcements on the floor and the 
connections that can be made to and from the Exchange's trading 
floor.\124\ Because the Exchange would not operate a physical trading 
floor in its new model, the Exchange proposes to delete these rules and 
to replace them with rules that contemplate remote access to the 
Exchange's automated trading systems. These proposed new rules would 
begin by requiring that participants have reasonable procedures to 
maintain the physical security of the equipment and systems used to 
access the Exchange and to maintain an updated list of the persons who 
can obtain access to the Exchange on the Participant's behalf.\125\ 
Another rule would confirm that, as a condition of obtaining access to 
the Exchange, each participant agrees to pay Exchange fees, including 
fees associated with the routing of orders to other markets.\126\
---------------------------------------------------------------------------

    \124\ One of these provisions, CHX Rule 4, contains a new 
interpretation and policy that requires participants to provide 
specific information to the Exchange about connections to, and 
orders handled through, layoff vendors. The Exchange proposes to 
move this provision to CHX Article 11, its new Books and Records 
rule.
    \125\ See CHX Article 5, Rule 1.
    \126\ See CHX Article 5, Rule 2.
---------------------------------------------------------------------------

    One of the last proposed new rules in this Article would set out a 
structure through which Exchange participants could provide non-
participant broker-dealers with access to the Exchange, through 
clearing arrangements or otherwise.\127\ Under this proposed rule, this 
type of sponsored access could be provided so long as the participant 
sponsoring access (the ``sponsoring participant''), the non-participant 
broker-dealer and the Exchange entered into appropriate agreements 
confirming basic information about the roles and responsibilities of 
the various parties. These agreements would confirm that: (1) All 
orders submitted by the non-participant broker-dealer, and any 
executions resulting from those orders, are binding in all respects on 
the sponsoring participant; (2) the sponsoring participant is 
responsible for all actions taken and fees incurred in connection with 
any order submitted or transaction executed by the non-participant 
broker-dealer; (3) in all matters relating to the non-participant's 
access to the Exchange and its use of Exchange facilities, the Exchange 
would communicate with the sponsoring participant and would not be 
required to communicate with the non-participant at any time; (4) the 
non-participant broker-dealer would have reasonable procedures to 
maintain the physical security of the equipment used to access the 
Exchange to prevent improper use of, or access to, the Exchange; and 
(5) the sponsoring participant would indemnify and hold the Exchange 
harmless from any liability, loss, claim or expense which the Exchange 
may incur in connection with the agreement. The Exchange believes that 
these provisions provide sufficient assurances to the Exchange, to 
other participants using the Exchange's facilities and to the non-
participants themselves that non-participant broker-dealer access to 
the Exchange's facilities would be subject to the same standards and 
obligations that apply to participant access.\128\
---------------------------------------------------------------------------

    \127\ See CHX Article 5, Rule 3.
    \128\ For example, because the sponsoring participant confirms 
that it is responsible for the non-participant's actions, the 
Exchange can enforce compliance with its rules through actions taken 
against the sponsoring participant. In addition, the non-participant 
(like a participant) would be required to use reasonable procedures 
to maintain the physical security of the equipment used to access 
the Exchange and the Exchange would communicate with the participant 
on all issues relating to the use of the Exchange's facilities.
---------------------------------------------------------------------------

    The final proposed rule in this Article would permit an appeal from 
a Market Regulation Department decision to deny access to a participant 
(or a non-participant broker-dealer) under any of the rules in the 
Article. Any appeal from such a decision would be made pursuant to the 
procedures set out in CHX Article 15.\129\
---------------------------------------------------------------------------

    \129\ See CHX Article 5, Rule 4.
---------------------------------------------------------------------------

    6. CHX Article 6. (Registration). In this Article, the proposed 
rule changes would begin by confirming that individuals acting as 
institutional broker representatives and market maker traders would be 
required to register with the Exchange and successfully complete 
certain written examinations.\130\ Other proposed changes would set out 
more specific obligations relating to notifications that would need to 
be made to the Exchange when a registered or associated person is 
terminated and would require participant firms to notify the Exchange 
of any firm-related event constituting a statutory 
disqualification.\131\ Additional changes would update the firm 
supervision rules to require participants to identify the person(s) 
responsible for acting as supervisors; to recognize that supervisory 
authority could be delegated and to establish the mechanism for doing 
so; to provide that, in the absence of a specific designation, the 
firm's general partner(s), president, chief executive officer or other 
principal executive officer would be deemed to have supervisory 
responsibility; to require firms to meet, at least annually, with staff 
about compliance matters; and to require firms to establish internal 
controls to assure that appropriate supervision is being 
exercised.\132\ Other changes would require that a participant opening 
a branch office file a Form BR with the Exchange (instead of Schedule E 
to Form BD) and confirm that a participant must retain records that 
identify the names of all persons who are designated as supervisory 
personnel (and the dates for which those designations are effective) 
for six years (the first two years in an easily accessible place). 
Finally, the changes in this Article would add a new rule relating to 
fingerprinting of Exchange staff and contractors and would incorporate 
two rules that currently occur elsewhere in the Exchange's rules.\133\
---------------------------------------------------------------------------

    \130\ See CHX Article 6, Rules 2(b)(7) and 3.
    \131\ See CHX Article 6, Rule 2(e)-(f) and Interpretations and 
Policies .03 and .04.
    \132\ See CHX Article 6, Rule 5(a) (various provisions relating 
to the designation of persons with supervisory authority) and 5(c) 
(internal controls and training). These obligations are similar to 
those required by other SROs and would ensure that the Exchange's 
participant firms are strengthening the work that they do to 
supervise their registered and associated persons.
    \133\ See CHX Article 6, Rule 10 (fingerprinting) and Rules 8 
and 9 (formerly, CHX Article VIII, Rule 16 and CHX Article VIII, 
Rule 11). Under the proposed fingerprinting rule, the Exchange would 
conduct fingerprint-based criminal records checks of all prospective 
employees, as well as of independent contractors and temporary 
employees who are expected to have access to Exchange facilities for 
more than 10 days. The Exchange would similarly conduct checks of 
persons who would have access to premises controlled by CHX 
Holdings, when those premises are in the same building as Exchange 
facilities. This proposed rule would codify the Exchange's current 
practice of conducting these checks for prospective Exchange 
employees and would extend that practice to independent contractors 
and temporary workers who have more than fleeting access to Exchange 
facilities, as well as to other persons who have access to certain 
CHX Holdings premises.
---------------------------------------------------------------------------

    7. CHX Article 7. (Financial Responsibility and Reporting).\134\ In 
this

[[Page 47847]]

Article, the proposed rule changes would delete references to 
requirements that current apply to specialist firms and incorporate 
three fee-related provisions that currently appear in other 
Articles.\135\
---------------------------------------------------------------------------

    \134\ This Article previously was numbered CHX Article XI of the 
Exchange's Rules. The marked version of the rules in this submission 
compares the current CHX Article XI to the changes that would be 
made as part of the Exchange's new trading model, including the 
change in numbering. The provisions in current CHX Article VII have 
been moved to new CHX Article 13, as described below.
    \135\ The specialist-related provisions that would be deleted 
are shown in CHX Article 7, Rule 3. The three fee-related rules that 
would be added to this section--so that all fee-related provisions 
could be gathered as much as possible in one place--formerly were 
CHX Article XIV, Rules 1 (fixing and paying fees); 10 (failure to 
pay debts); and 11 (fees for participants in military service).
---------------------------------------------------------------------------

    8. CHX Article 8. (Business Conduct). As noted above, as part of 
its new model filing, the Exchange has sought to better organize its 
rules. Although there were some minor organizational changes in earlier 
Articles, the proposed changes in CHX Article 8 are somewhat more 
extensive.\136\ Importantly, though, CHX Article 8 does not contain any 
completely new rule provisions; indeed, eleven of the sixteen proposed 
rules in this CHX Article have not been changed at all.\137\ Instead, 
the rules in this section were gathered from throughout the Exchange's 
rulebook and, with three exceptions discussed below, are not 
substantially modified.\138\
---------------------------------------------------------------------------

    \136\ To try to enhance a reader's ability to understand which 
rules the Exchange proposes to keep in force, the Exchange shows the 
reorganized rules as new text in the first section of Exhibit 5 and 
the existing rule text as deleted text in the second section of 
Exhibit 5. Some of these apparently deleted rules have not been 
completely removed; instead, they have been moved to other CHX 
Articles in the rulebook. See CHX Article VIII, Deleted Rules 3, 7, 
9 and 17 (moved to CHX Article 9); Rules 8, 11 and 16 (moved to CHX 
Article 12); and Rule 23 and 24 (moved to new CHX Article 14).
    \137\ See CHX Article 8, Rules 2 (formerly Rule 12); 3 (formerly 
Rule 1); 4 (formerly Rule 5); 5 (formerly Rule 2); 8 (formerly Rule 
18); 9 (formerly Rule 19); 11 (formerly Rule 25); 12 (formerly CHX 
Article XV, Rule 3); 13 (formerly CHX Article XIII); 14 (formerly 
CHX Article XXXIII) and 15 (formerly CHX Article XV, Rule 1).
    \138\ Small modifications include changes that would delete 
references to the trading floor, eliminate obsolete provisions or 
clarify wording. See CHX Article 8, Rule 1 (replacing the reference 
to ``constitution'' with a reference to the Exchange's ``bylaws'' 
and deleting the unnecessary word ``Firm'' in the first few words of 
the text); Rule 7 (eliminating references to non-participants on the 
trading floor and to employees of banks, insurance companies and 
other corporations); and Rule 8 (eliminating references to floor 
employees).
---------------------------------------------------------------------------

    The existing version of CHX Article VIII, Rule 21 extensively 
details how one participant firm must coordinate with another 
participant in the transfer of customer accounts. Because the Exchange 
is not the designated examining authority for any firm that carries 
participant accounts, the Exchange believes that this detailed 
recitation of account transfer procedures is not a necessary component 
of its rules. Instead, the Exchange proposes to adopt, in CHX Article 
8, Rule 10, rule language similar to that used by other markets that 
have similarly constrained examining responsibilities.\139\ Also, the 
Exchange has proposed revisions to CHX Rule 16 that would make the text 
relating to its policy against harassment and other conduct rules 
applicable, once the Exchange no longer operates a trading floor, to 
conduct that occurs on Exchange premises, while conducting business on 
the Exchange or when interacting with Exchange staff who are conducting 
Exchange business.
---------------------------------------------------------------------------

    \139\ See PCXE Rule 9.19.
---------------------------------------------------------------------------

    The Exchange has proposed the deletion of several rules in the 
existing CHX Article VIII. As an initial matter, the Exchange seeks to 
delete CHX Article VIII, Rule 22 (Responsibility for Acts of Others), 
which identifies supervisory obligations that are much like those being 
added to CHX Article 6, Rule 5, as described above. Other provisions 
that would be deleted appear to be unnecessarily duplicative of 
existing Exchange authority or of provisions that are being retained or 
seem otherwise unnecessary for the regulation of the automated market 
which the Exchange will operate.\140\
---------------------------------------------------------------------------

    \140\ See e.g., CHX Article VIII, Rule 4 (Upsetting Market 
Equilibrium) and Rule 10 (Dealings on Market Price Fluctuations), 
which address issues similar to those set out in other Exchange 
rules, including CHX Article 9, Rule 11 (Price Manipulation). See 
also CHX Article VIII, Rule 8 (unnecessarily confirming that a 
participant, or a partner, officer, director or registered employee 
of a participant firm that is found guilty of conduct inconsistent 
with just and equitable principles of trade shall be expelled, 
suspended or disciplined).
---------------------------------------------------------------------------

    9. CHX Article 9. (General Trading Rules). The Exchange proposes to 
reorganize CHX Article 9 in much the same manner as CHX Article 8.\141\ 
The proposed changes to CHX Article 9 include only three new rules--
relating to the reporting of transactions (including riskless principal 
transactions) and to the use of a customer's give-up.\142\ Other 
provisions have been gathered from the text of the existing CHX Article 
IX and from other sections of the current rulebook and have been 
modified primarily to remove references to the Exchange's trading floor 
or to make other clarifications to the text.\143\
---------------------------------------------------------------------------

    \141\ As above, the Exchange shows the reorganized rules as new 
text in the first section of Exhibit 5 and the existing rule text as 
deleted text in the second section of Exhibit 5.
    \142\ See CHX Article 9, Rules 13, 14 and 25. Proposed Rule 13 
contains provisions that confirm that transactions on the Exchange 
may occur only in the Matching System or through an institutional 
broker and require institutional brokers to report all executions 
that occur on the Exchange (except for transactions that occur 
within the Matching System, because the Exchange has already stored 
information about those transactions). Proposed CHX Rule 14 sets out 
riskless principal trade reporting rules that are similar to those 
put in place by other markets and could be used by institutional 
brokers in their handling of customer orders. Most frequently, 
however, the Exchange anticipates that its institutional brokers 
would continue their current practice of acting on an agency, not 
riskless principal, basis when representing orders in other markets. 
Rule 14 confirms that the second, riskless principal leg of the 
riskless principal transaction is not required to clear the Matching 
System pursuant to CHX Article 20, Rule 7 and is not required to 
yield to orders otherwise resident on the Exchange.
    \143\ See CHX Article 9, Rules 1 (moved from CHX Article XX, 
Rule 1 and modified to state simply that the trading rules apply to 
trading on the Exchange); 2 (moved from CHX Article VIII, Rule 7 and 
modified to confirm that, even if not willful, a pattern or practice 
of rule violations may be considered conduct inconsistent with just 
and equitable principles of trade); 3 (moved from CHX Article XX, 
Rule 4 and modified to eliminate obsolete references to Exchange 
employees who are authorized to close contracts under the rule); 4 
(moved from CHX Article IX, Rule 8); 5 (moved from CHX Article XX, 
Rule 6); 6 (moved from CHX Article XX, Rule 8 and modified to 
replace references to ``bids and offers'' with references to 
``orders''); 7 (moved from CHX Article XXVII, Rules 1 and 2); 8 
(moved from CHX Article XX, Rule 3); 9 (moved from CHX Article VIII, 
Rule 3); 10 (moved from CHX Article XX, Rule 29); 11 (moved from CHX 
Article IX, Rule 6 and modified to confirm that the rule applies to 
both purchases and sales); 12 (moved from CHX Article IX, Rule 11); 
16 (moved from CHX Article VIII, Rule 17); 17 (moved from CHX 
Article IX, Rule 5 and modified (i) To confirm that a participant 
may not execute an incoming order for its own account at a price 
less than a penny better than an unexecuted customer limit order 
that it is aware of or holding; (ii) to confirm that a participant 
will be deemed to be holding or aware of an unexecuted customer 
order when the order remains unexecuted in the Matching System; and 
(iii) to clarify that a participant will not violate this provision 
if it satisfies bids and offers in other markets at a price that is 
better than the cross price of a customer order, in accordance with 
the requirements for a ``cross with satisfy'' order); 18 (moved from 
CHX Article XX, Rule 31 and modified to remove references to public 
bidding and offering, as on the floor of the Exchange); 19 (moved 
from CHX Article IX, Rule 1); 20 (combined from CHX Article IX, 
Rules 2 and 9; CHX Article XX, Rule 32); 21 (moved from CHX Article 
IX, Rule 4); 22 (combined from CHX Article IX, Rule 15 and CHX 
Article XX, Rule 33; modified to eliminate references to the trading 
floor); 23 (moved from CHX Article IX, Rule 17); and 24 (moved from 
CHX Article VIII, Rule 9 and modified to eliminate the definition of 
``Act'' because that definition is already contained in CHX Article 
1 of the rules).
---------------------------------------------------------------------------

    As in CHX Article VIII, the Exchange has proposed the deletion of 
rules that are obsolete; that appear to be unnecessarily duplicative of 
existing Exchange authority or of provisions that are being retained; 
or that seem otherwise unnecessary for the regulation of the automated 
market which the Exchange will operate. For example, the Exchange 
proposes to delete its existing general books and records rule (CHX 
Article IX, Rule 7) because it has been replaced by much more detailed 
provisions in CHX Article 11. Similarly, the existing rule relating to 
the business

[[Page 47848]]

days and hours of the Exchange (CHX Article IX, Rule 10) would be 
replaced by the provisions of CHX Article 20, Rule 1, which contains 
information (including the operating hours) associated with the 
Matching System's trading sessions.\144\
---------------------------------------------------------------------------

    \144\ Other rules that would be deleted include CHX Article IX, 
Rule 10B (containing an obsolete rule relating to a stop order ban 
based on a no-longer-existing NYSE rule on the same topic); Rule 12 
(containing a broad prohibition on the circulation of rumors that 
seems to be focused on a floor-based trading environment) and Rule 
16 (relating to floor trading).
---------------------------------------------------------------------------

    10. CHX Article 10. (Margins). The Exchange proposes to delete, 
from this section of its rules, the provisions relating to any margin 
requirements for specialists.\145\
---------------------------------------------------------------------------

    \145\ See CHX Article 10, Rule 3(c)(6).
---------------------------------------------------------------------------

    11. CHX Article 11. (Books and Records). This Article is an 
entirely new Article that would include the four primary books and 
records rule that apply to Exchange participants.\146\ Two of these 
proposed rules contain provisions that already appear elsewhere in the 
Exchange's current rules.\147\ One new rule--CHX Rule 2--would confirm 
that Exchange participants must make and preserve all books, accounts, 
records, memoranda and correspondence as required by applicable law, 
including Commission rules and Exchange rules. Another new rule--CHX 
Rule 1--would require that participants provide the Exchange with 
access to books and records and must furnish requested financial and 
transaction-related records to the Exchange upon request. The Exchange 
believes that these new rules bolster the Exchange's ability to perform 
its regulatory responsibilities.
---------------------------------------------------------------------------

    \146\ The provisions in current CHX Article XI have been moved 
to CHX Article 7 of the proposed set of rules.
    \147\ See Proposed CHX Rule 3 (incorporating text from CHX 
Article XX, Rule 24) and Proposed CHX Rule 4 (moved from CHX Article 
V, Rule 4).
---------------------------------------------------------------------------

    12. CHX Article 12. (Disciplinary Matters and Trial Proceedings). 
The Exchange's proposal would make two primary changes to this CHX 
Article.\148\ First, because the Exchange would not operate a trading 
floor in the new trading model, the proposal would eliminate the 
Exchange Procedure Committee's ability to take action against 
participants with respect to trading floor and other on-site decorum 
violations.\149\ The proposal also would eliminate, from the Minor Rule 
Violation Plan, any rules that would otherwise be deleted by this 
proposal.\150\
---------------------------------------------------------------------------

    \148\ The Exchange has sought other changes to CHX Article 12, 
and to other Exchange rules, as part of a pending rule filing, SR-
CHX-2005-06. When that proposal is approved, the Exchange will amend 
this submission, if necessary, to incorporate any changes arising 
from the other proposal.
    \149\ See CHX Article 12, deleted Rule 3.
    \150\ See e.g., CHX Article 12, Rule 8(h) (proposed deletion of 
rules relating to the submission of the co-specialist survey, as 
well as failure to comply with decorum and open outcry 
requirements).
---------------------------------------------------------------------------

    13. CHX Article 13. (Suspensions and Reinstatements). In this 
Article, which previously was numbered CHX Article VII, the Exchange 
proposes one substantive change.\151\ As an initial matter, the 
Exchange seeks to add new text that would allow the Exchange to use its 
emergency suspension authority whenever a participant firm that is 
registered as an institutional broker or market maker has failed to 
perform, or is failing to perform, any material responsibility imposed 
on the participant because of that role and, as a result, cannot be 
permitted to continue in business with safety to its customers or 
creditors or to the Exchange.\152\ The Exchange believes that it is 
important to extend its suspension authority in this manner to allow 
the Exchange to address egregious circumstances that might arise 
because of an institutional broker's or market maker's failure to meet 
the obligations that arise because of its specialized role in the 
market.
---------------------------------------------------------------------------

    \151\ The advertising requirements of CHX Article XIII have been 
moved to CHX Article 8, Rule 14.
    \152\ See CHX Article 13, Rule 2.
---------------------------------------------------------------------------

    14. CHX Article 14. (Arbitration). Under the Exchange's proposal, 
this Article would consist of Rules 23 and 24 from former CHX Article 
VIII. The Exchange does not propose any substantive changes to these 
provisions, although it has re-numbered provisions to make them 
somewhat more consistent with the other sets of rules.\153\ Also, in 
Section 31 of Proposed CHX Rule 2, the Exchange has replaced a 
reference to an effective date that was ``after 120 days have elapsed 
from the date of Commission approval of this Rule'' with a reference to 
the appropriate specific date, January 5, 1990.
---------------------------------------------------------------------------

    \153\ The current provisions of CHX Article XIV (``Fiscal 
Policies'') were either transferred to CHX Article 7 (``Financial 
Responsibility and Reporting'') or would be deleted as no longer 
necessary in the new trading model.
---------------------------------------------------------------------------

    15. CHX Article 15. (Hearings and Reviews).\154\ The Exchange 
currently has several disparate provisions that permit participants to 
seek review of an Exchange decision. These provisions often do not 
define the specifics associated with any hearing or review; they 
sometimes (but not always) permit further review by the Board. This new 
Article is designed to consolidate many of these provisions into one 
section that can be uniformly applied to Exchange decisions that do not 
involve disciplinary matters or appeals from arbitration 
decisions.\155\
---------------------------------------------------------------------------

    \154\ The current text of CHX Article XV (``Commissions'') has 
either been moved to other CHX Articles (e.g., CHX Article XV, Rule 
5 has been moved to CHX Article 22) or it has been deleted.
    \155\ See CHX Article 15, Rule 1.
---------------------------------------------------------------------------

    Among other things, this new Article would provide details about 
requesting a hearing (which must be done within 30 days of the initial 
decision at issue, unless an extension of time is granted); the 
appointment of the hearing panel (which would be the entire Executive 
Committee, unless the Committee chooses to appoint a panel of five of 
its members to hear a matter); requesting extensions of time; 
submitting documents and witness lists (which ordinarily must be done 
at least 72 hours before the start of the hearing); the notice of 
hearing; the conduct of the hearing (during which all parties may be 
represented by counsel and the formal rules of evidence would not 
apply); the parameters of the decision that would be reached (for 
example, the decision would be in writing and ordinarily distributed 
within 90 days after the end of the hearing or the submission of post-
hearing briefs, whichever is later); and seeking further review of the 
decision (which can be done by either party, within 30 days, or by the 
Board on its own motion).\156\ Throughout these proposed rules, the 
Exchange has sought to provide a central set of rules for these 
hearings which is similar to, but more expansive than, the various 
provisions scattered throughout the existing rulebook.
---------------------------------------------------------------------------

    \156\ See CHX Article 15, Rule 2 (submission of requests for 
hearing); Rule 3 (requests for hearings on emergency actions); Rule 
4 (hearing panel); Rule 5 (extensions of time); Rule 6 (submissions 
of supporting materials); Rule 7 (notice of hearing); Rule 8 
(conduct of hearing); Rule 9 (decision); and Rule 10 (seeking review 
of that decision).
---------------------------------------------------------------------------

    16. CHX Article 19. (ITS). This Article contains the ITS-related 
rules applicable to the Exchange's participants. The Exchange has 
proposed only a few changes to these rules. The most substantive change 
to this section of the rulebook confirms that the Exchange's Matching 
System will accept and execute inbound ITS commitments on behalf of its 
participants.\157\ This change recognizes the much more automated 
nature of the trading that will occur on the Exchange in the new 
trading model. Other proposed changes to the rules highlight the 
sections that will be deleted on the effective date of the NMS Linkage 
Plan among various exchanges--these sections include the

[[Page 47849]]

provisions relating to the Preopening Application, the Locked Markets 
requirements and the Block Trade Policy.\158\ Other changes to the ITS 
rules eliminate references to the Exchange's trading floor and to rules 
that are being deleted as part of the implementation of the new trading 
model.
---------------------------------------------------------------------------

    \157\ See CHX Article 19, Rule 1(b)(4). The proposed changes 
confirm that the Matching System will execute ITS commitments as set 
out in CHX Article 20 of the Exchange's rules.
    \158\ The Exchange will file a proposal, nearer the effective 
date of the NMS Linkage Plan, to formally propose the deletion of 
these sections.
---------------------------------------------------------------------------

    17. CHX Article 21. (Clearance and Settlement). In this new 
Article, the Exchange seeks to incorporate all of the rules that it 
believes would be necessary in connection with the clearance and 
settlement of transactions in the new trading model. These rules have 
been gathered from various existing CHX Articles; the section does not 
include any entirely new rules, although a few rules have been modified 
to eliminate references to the trading floor.\159\ Among other things, 
this proposed new Article would require participants to maintain 
accounts with a qualified clearing agency, or with another participant 
that has such an account, for the recording of transactions on the 
Exchange.\160\ The proposed Article would also confirm that the 
Exchange may extend or postpone the time for performance of contracts 
when required by just and equitable principles of trade or to meet 
unusual conditions.\161\
---------------------------------------------------------------------------

    \159\ The Exchange has updated the definition of ``registered 
clearing agency'' to confirm that it means a clearing agency which 
is registered with the Commission pursuant to the provisions of 
Section 17(A)(b)(2) of the Act or has obtained from the Commission 
an exemption from registration granted specifically to allow the 
clearing agency to provide confirmation and affirmation services. 
See CHX Article 21, Rule 1, Interpretation and Policy .01.
    \160\ This rule--and a related rule relating to book-entry 
settlement--currently are found in CHX Article XXII, Rule 3 and CHX 
Article XXI, Rule 4 of the Exchange's rules.
    \161\ See CHX Article 21, Rule 3 (formerly, CHX Article XXII, 
Rule 1). As a final matter, this provision would allow the Exchange 
to continue to provide services, including back-office clearing 
work, for participants. See CHX Article 21, Rule 4 (formerly, CHX 
Article XXI, Rule 13).
---------------------------------------------------------------------------

    18. CHX Article 22. (Listing). This Article is numbered CHX Article 
XXVIII in the Exchange's current rules.\162\ The proposed changes in 
this section would delete references to the Exchange's specialist 
firms; correct a telephone number and a typographical error; eliminate 
references to the Exchange's trading floor; and more accurately 
describe the work done by Exchange staff in connection with its 
surveillance of trading in exclusively listed securities.\163\ No other 
changes to the Exchange's listing rules are contemplated in connection 
with the proposed new trading model.
---------------------------------------------------------------------------

    \162\ The markings in this Article compare the text of CHX 
Article XXVIII against the proposed rule changes. The rules 
contained in current CHX Article XXI, which relates to the 
contracts, tickets and comparisons, would either be moved to other 
sections of the proposed new trading model rules (e.g., CHX Article 
XXI, Rules 4 and 13 have been moved to CHX Article 22) or would be 
deleted in the new trading model because the issues covered by this 
provision are the subject of clearing depository rules or agreements 
between participants and their clearing firms and/or a clearing 
depository.
    \163\ See CHX Rule 23(a) (correcting the omission of the roman 
numeral ``I''); Interpretations and Policies to Rule 23 (clarifying 
the work of market surveillance; deleting references to specialists; 
and correcting a telephone number); and CHX Rule 26 (eliminating 
references to the Exchange's trading floor).
---------------------------------------------------------------------------

    19. Other deleted provisions. In addition to the changes noted in 
the paragraphs above, the Exchange's new trading model proposal would 
also eliminate the following Articles from its rulebook: CHX Article 
XVI (Insurance as an Ancillary Activity); CHX Article XVII (Suspension 
and Termination of Special Floor Registration for Unsatisfactory 
Performance); CHX Article XX (Regular Trading Session); XXIII 
(Reclamations); XXIV (Lending Securities); XXV (Closing of Contracts); 
XXVI (Marking to the Market); CHX Article XXIX (Special Offerings); CHX 
Article XXX (Specialists); CHX Article XXXI (Odd-lots); CHX Article 
XXXII (Exchange Distribution Plan); XXXIV (registered Market Makers--
Equity Floor); CHX Article XXXV (Secondary Trading Session); CHX 
Article XXXVI (Baskets); and CHX Article XXXVII (Chicago Match). Each 
of these sets of rules would no longer be necessary in the new trading 
model.\164\
---------------------------------------------------------------------------

    \164\ A few of these Articles contain rules for trading sessions 
that have been already discontinued. The Exchange, for example, is 
not conducting a secondary trading session under the rules set out 
in CHX Article XXXV and is not using the Chicago Match system 
described in CHX Article XXXVII. One Article, CHX Article XX, 
contains the rules relating to the Exchange's operation of its MAX 
trading system, which will be replaced with the new model's Matching 
System. Other Articles relate to special registration categories--
such as those for odd-lot dealers (CHX Article XXXI) or specialists 
(CHX Article XXX)--which are not part of the new trading model. 
Moreover, the Exchange does not currently intend to permit special 
offerings (CHX Article XXIX) or use the Exchange Distribution Plan 
(CHX Article XXXII) or the basket rules (CHX Article XXXVI) in the 
new model. Finally, some of the Articles that the Exchange proposes 
to delete appear to be more related to clearing and settlement or to 
back office processes (CHX Articles XXIII (Reclamations), XV 
(Closing of Contracts) and XXVI (Marking to the Market) and less 
related to the Exchange's on-going role as a market.
---------------------------------------------------------------------------

e. Proposed Roll-Out of New Trading Model

    The Exchange anticipates that it will be ready to begin 
implementing its new trading model in September 2006. Closer to the 
implementation date, the Exchange will notify participants of its 
detailed roll-out plans.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder that are applicable to a national securities exchange, and, 
in particular, with the requirements of Section 6(b) of the Act.\165\ 
In particular, the Exchange believes that the proposed rule change is 
consistent with Section 6(b)(5) of the Act,\166\ because it would 
promote just and equitable principles of trade, remove impediments to, 
and perfect the mechanism of, a free and open market and a national 
market system, and, in general, protect investors and the public 
interest by permitting the Exchange to operate an efficient, automated 
market for the trading of securities.
---------------------------------------------------------------------------

    \165\ 15 U.S.C. 78f(b).
    \166\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition.

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

    The Exchange has reviewed drafts of various sections of the 
proposed rule text, and the concept of the new trading model, with 
various participants. Although some participants provided varying 
levels of input, the Exchange did not solicit, nor did it receive, 
written comments with respect to this final version of the proposed 
rule change.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) As the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and

[[Page 47850]]

arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-CHX-2006-05 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-CHX-2006-05. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all 

written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for inspection and 
copying in the Commission's Public Reference Room. Copies of the 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-CHX-2006-05 and should be submitted on or before September 8, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\167\
---------------------------------------------------------------------------

    \167\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
 [FR Doc. E6-13618 Filed 8-17-06; 8:45 am]

BILLING CODE 8010-01-P
