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Regulation of Exchanges and Alternative Trading SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 201, 240, 242 and 249 Release No. 34-39884; File No. S7-12-98 RIN 3235-AH41 Regulation of Exchanges and Alternative Trading Systems AGENCY: Securities and Exchange Commission ACTION: Proposed rules SUMMARY: The Securities and Exchange Commission today is proposing new rules and rule amendments to allow alternative trading systems to choose whether to register as national securities exchanges, or to register as broker-dealers and comply with additional requirements under proposed Regulation ATS depending on their activities and trading volume. The Commission is also proposing amendments to Form 1 and related rules regarding registration as a national securities exchange. Finally, the Commission is proposing to exclude from the rule filing requirements certain pilot trading systems operated by national securities exchanges and national securities associations. These proposals would more effectively integrate the growing number of alternative trading systems into the national market system, accommodate the registration of proprietary alternative trading systems as exchanges, and provide an opportunity for registered exchanges to better compete. DATES: Comments should be submitted on or before [insert date 90 days after date of publication in Federal Register]. ADDRESSES: Interested persons should submit three copies of their written data, views and opinions to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Comments also may be submitted electronically at the following E-mail address: [email protected]. All comment letters should refer to File No. S7-12-98. All submissions will be made available for public inspection and copying at the Commission’s Public Reference Room, Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549. Electronically submitted comment letters will be posted on the Commission’s Internet web site (http://www.sec.gov). FOR FURTHER INFORMATION CONTACT: Elizabeth King, Senior Special Counsel, at (202) 942-0140, Marianne Duffy, Special Counsel, at (202) 942-4163, Constance Kiggins, Special Counsel, at (202) 942-0059, Lauren Mullen, Special Counsel, at (202) 942-0196, Kevin Ehrlich, Attorney, at (202) 942-0778, and Denise Landers, Attorney, at (202) 942-0137, Division of Market Regulation, Securities and Exchange Commission, Stop 10-1, 450 Fifth Street, N.W., Washington, D.C. 20549. For questions or comments regarding securities registration issues raised in this release, contact David Sirignano, Associate Director, at (202) 942-2870, Division of Corporation Finance, Securities and Exchange Commission, Stop 3-1, 450 Fifth Street, N.W., Washington, D.C. 20549. SUPPLEMENTARY INFORMATION: Table of Contents: I. Executive Summary......................................................................................................................6 A. Introduction.............................................................................................................................6 B. Need for a New Regulatory Framework for Alternative Trading Systems.............................7 C. The Concept Release...............................................................................................................8 D. Current Proposal ...................................................................................................................10 E. Conclusion.............................................................................................................................13 II. Proposed Rule 3b-12 under the Exchange Act..........................................................................13 A. Consolidates the Orders of Multiple Parties .....................................................................14 B. Non-discretionary Material Conditions.............................................................................16 1. Non-discretionary Material Conditions Established by a Trading Facility ..................17 2. Non-discretionary Material Conditions Established by Setting Rules ..........................18 C. Systems Not Included in Proposed Rule 3b-12.................................................................19 1. Order Routing Systems..................................................................................................20 2. Dealer Quotation Systems..............................................................................................20 3. Internal Broker-dealer Order Management and Execution Systems ............................21 D. Exemption from the Definition of “Exchange” for Certain Alternative Trading Systems ..................................................................................................................................22 III. Regulation of Alternative Trading Systems.............................................................................24 A. Regulation ATS.....................................................................................................................26 1. Scope of Regulation ATS ..................................................................................................26 2. Requirements for Alternative Trading Systems Subject to Regulation ATS ....................28 a. Membership in an SRO..................................................................................................29 b. Notice of Operation as an Alternative Trading System and Amendments....................29 c. Market Transparency .....................................................................................................32 (i) Integration of Orders into the Public Quotation System.......................................35 (ii) Access to Publicly Displayed Orders...................................................................40 (iii) Execution Access Fees........................................................................................42 (iv) Amendment to Rule 11Ac1-1 under the Exchange Act......................................44 d. Fair Access.....................................................................................................................44 e. Capacity, Integrity, and Security Standards...................................................................49 f. Examination, Inspection, and Investigations of Subscribers..........................................53 g. Recordkeeping ...............................................................................................................54 h. Reporting and Form ATS-R...........................................................................................55 2 i. Procedures to Ensure Confidential Treatment of Trading Information..........................57 j. Name of Alternative Trading Systems............................................................................58 B. Registration as a National Securities Exchange....................................................................59 1. Benefits of Registration as a National Securities Exchange..............................................59 2. Responsibilities of Registered National Securities Exchanges..........................................60 a. Self-Regulatory Responsibilities....................................................................................60 b. Fair Representation ........................................................................................................63 c. Membership on a National Securities Exchange............................................................65 d. Fair Access.....................................................................................................................67 e. Compliance with ARP Guidelines .................................................................................68 f. Registration of Securities................................................................................................69 g. NMS Participation .........................................................................................................70 h. Uniform Trading Standards ...........................................................................................73 3. Application for Registration as an Exchange.....................................................................74 a. Revisions to Form 1 .......................................................................................................74 b. Amendments to Rules 6a-1, 6a-2, and 6a-3 under the Exchange Act ...........................75 (i) Application for Registration as an Exchange or Exemption Based on Limited Volume of Transactions.................................................................................................75 (ii) Periodic Amendments..............................................................................................76 (iii) Supplemental Material............................................................................................79 IV. Broker-Dealer Recordkeeping and Reporting Obligations......................................................79 A. Elimination of Rule 17a-23..................................................................................................79 B. Amendments to Rules 17a-3 and 17a-4 ................................................................................80 V. Temporary Exemption of Pilot Trading System Rule Filings ..................................................81 A. Introduction...........................................................................................................................81
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