crossed by the displayed quote of another market center, are routed by Brut to that
market center for potential execution.
•
Super Aggressive Cross orders are Brut Cross Order that, if after being posted in
the Brut ECN, have their price locked or crossed by the displayed quote of
another market center, are routed by Brut for potential execution.
•
Thru Brut orders are directed to a market center other than Brut for execution.
•
To Brut orders are eligible for execution upon receipt solely against Brut ECN
orders, and are displayed in the Brut ECN to the extent they cannot be executed
upon receipt.
•
Hunter orders are not displayed in the Brut ECN, but will execute against
available trading interest residing in the Brut ECN or another market center.
•
Pegged orders are a form of To Brut limit order that, after entry, have their price
automatically adjusted by the Brut ECN in response to changes in the Nasdaq
Market Center (for Nasdaq-listed securities) or national best bid or offer (for
exchange-listed securities), as appropriate.
•
Discretionary orders have both a displayed price, as well as a non-displayed
discretionary price range and size in which the entering party, if necessary, is also
willing to buy or sell.
•
Post Only orders are a form of To Brut limit order that, if marketable upon receipt
against an order then-displayed in the Brut ECN, are rejected and returned to the
entering party. If the order is marketable against a quote displayed outside of
Brut, the price of the order is adjusted to a price $0.01 inferior to the best bid or
offer, as appropriate, and then displayed in the Nasdaq Market Center and Brut.
D.
Time in Force Designations
Orders entered into the Brut ECN may be designated by the entering party to
remain in force and available for display and/or potential execution for varying periods of
time. Unless cancelled earlier, once these time periods expire, the order (or the
unexecuted portion thereof) is returned to the entering party. These “time in force”
designations are described below:
•
Immediate or Cancel (IOC) orders are returned to the sender if not immediately
executed. If partially executed, un-executed remainders of these orders are
returned immediately to the entering party.
•
Day (DAY) and Good-till-Canceled (GTC) orders (or the unexecuted portions of
such orders) are held by the Brut ECN and remain available for potential
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display/execution until 4:00 p.m. Eastern Time on the day they are submitted
unless cancelled before then by the entering party.
9
•
Good-till-Canceled-Overnight (GTCO) orders (or the unexecuted portions of such
orders) are treated like GTC orders, but are held by the Brut ECN overnight and
remain available for potential display/execution until 4:00 p.m. of a date provided
by the entering party, or indefinitely, unless and until cancelled by the entering
party. GTCO orders are not eligible for execution between 4:00 p.m. and 8:00
p.m. Eastern Time.
•
End-of-Day (GTX) orders (or the unexecuted portions of such orders) are held by
the Brut ECN and remain available for potential display/execution until 8:00 p.m.
Eastern Time on the day they are submitted unless cancelled before then by the
entering party.
•
Good-till-Time (GTT) orders (or the unexecuted portions of such orders) are held
by the Brut ECN and remain available for potential display/execution until the
time designated by the entering party. This time may be a relative time (e.g. 30
minutes after receipt) or an actual time (e.g. 2:00 p.m.).
•
Effective Time (EFT) orders (or the unexecuted portions of such orders) are held
by the Brut ECN and only become available for potential display/execution at an
actual time during the trading day selected by entering party (e.g. 3:00 p.m.).
The Brut ECN normally operates between the hours of 6:30 a.m. and 8:00 p.m.
Eastern Time. Orders with the above time-in-force designations may be entered into the
Brut ECN, or previously entered orders cancelled, starting at 6:30 a.m. Eastern Time.
With the exception of the GTC and DAY designations, which may only be entered until
4:00 p.m. Eastern Time, all time in force designations may be entered into Brut until 8:00
p.m. Eastern Time. Although the entry of various time-in-force designations is permitted
throughout the Brut ECN’s hours of operation, the Brut ECN will not execute an order in
contravention of the time-in-force period selected by the entering party, and instead will
hold all such entries until they can be processed in conformity with the time-in-force
parameters selected upon entry.
E.
Routing
The Brut ECN provides the capability to route orders to other available market
centers between the hours of 7:30 a.m. and 6:30 p.m. Eastern Time.
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The entering party
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Currently, the Brut ECN processes orders designated as GTC and Day in the exact
same manner. In the near future, Brut will modify the names of its order types to
eliminate this duplication.
10
Brut routes to other market centers trading Nasdaq securities as well as to national
securities exchanges, including the American Stock Exchange, the NYSE, and
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designates, through the order type it selects, whether the Brut ECN should seek to
execute the order against contra-side marketable orders in the Brut ECN prior to routing.
In no event, however, does the router give an order to a market center displaying an
inferior-priced order until the router has attempted to access better-priced displayed
rders in that or other market centers.
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o
With the exception of Thru Brut and Directed Cross orders that specifically direct
to which market center an order is to be routed, orders routed out of the Brut ECN to
other market centers for potential execution are generally delivered to other market
centers in price/size priority. If the Nasdaq Market Center has displayed shares at the
best price level, the Brut ECN will first deliver to the displayed Nasdaq Market Center
quote/order before routing to other market centers. If the routed order is smaller in size
than the total combined displayed share amounts of accessible market centers at the best
price level, the Brut ECN delivers the routed order to the available market centers in
price/size priority. If the routed order is larger than the total combined displayed share
amounts of accessible market centers at the best price level, the Brut ECN delivers over-
sized orders to each displayed market center’s quote in proportion to the individual
market’s center share of that total displayed share amount.
Orders routed by Brut to another market do not retain time priority with respect to
other orders in the Brut ECN, and Brut continues to execute other orders while the routed
order is away at another market. Once routed by Brut, an order becomes subject to the
rules and procedures of the destination market including, but not limited to, short-sale
regulation and order cancellation.
F.
Execution Algorithm
The Brut ECN has an execution algorithm of price/time priority. For each order,
among equally-priced trading interest, the Brut ECN executes against available contra-
side displayed share amounts in full, in price/time priority, before then moving to reserve
shares which are likewise executed in price/time priority. After display and reserve size
are exhausted at a particular price level, the Brut ECN will then access, if available, share
amounts of Discretionary Orders within the Discretionary Order's discretionary price
range at that same price level, followed by executable Hunter Orders before moving on to
the next price level.
Having determined which orders are eligible for execution via the matching
process, the Burt Brut ECN then proceeds to decrement (reduce) share amounts from
regional stock exchanges using the Intermarket Trading System ("ITS"). As an
NYSE member, Brut also has access to the New York Stock Exchange's DOT
system.
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Use of the Brut router is voluntary. Users can select, by the type of order entered,
if they what the Brut ECN to route their order to another market center for
potential execution.
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those orders. These share amounts are decremented from the matched orders starting with
reserve size of the orders, if any.
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XIII. Brut/Nasdaq Integration Plan
Although now sharing common ownership, Brut and Nasdaq currently operate
separate order display and execution systems. With respect to the processing of
quotes/orders: (i) Brut participates in the Nasdaq Market Center as a Nasdaq Order-
Delivery ECN pursuant to the NASD Rule 4700 Series and an ITS Market Maker
pursuant to NASD Rule 5200 Series, and (ii) provides its full depth of its order book to
the Nasdaq Market Center. Brut connect to the Nasdaq Market Center using a dedicated
direct voluntary linkage that Nasdaq makes available to any Nasdaq Order-Delivery ECN
that wants it.
Nasdaq’s long-term vision is to have Brut and Nasdaq unified in a single
technology platform that will further enhance execution quality for system users. Nasdaq
currently contemplates using the Brut broker-dealer in a manner ancillary to the market
execution system as an outbound access broker-dealer to other market centers. However,
the timing and manner of integration may be affected by Nasdaq’s agreement to acquire
the Inet ECN (“Inet”). If Nasdaq’s acquisition of Inet is consummated, Nasdaq would
expect to unify Nasdaq, Inet, and Brut into a single technology platform, while operating
one or more broker-dealers for the purpose of outbound access.
XIV. Fees and Hours of Operation
The Rule 7000 Series of the Nasdaq Rules (filed as Exhibit A, Tab 9) describes
the fees to be assessed by Nasdaq for use of the Nasdaq Market Center and Brut. The
Rule 4500 Series of the Nasdaq Rules (filed as Exhibit A, Tab 6) describes the fees to be
assessed by Nasdaq for listing.
Nasdaq’s hours of operation are as follows:
Nasdaq-listed securities trading in the Nasdaq Market Center
Order/Quote Entry: 7:30 am, ET
Pre-Market Session: 8:00 am to 9:25 am, ET
Pre-Open Session: 9:25 am to 9:29:59 am, ET
Regular Market Hours: 9:30 am to 4:00 pm, ET
Post-Market Hours: 4:00 pm to 6:30 pm, ET
Other exchange-listed securities trading in the Nasdaq Market Center
Order/Quote
Entry
7:30 am, ET
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This decrementation process differs from that of the Nasdaq Market Center which
decrements shares directly from the matched portion of quotes/orders and then
refreshes those matched portions from any remaining reserve share amounts.
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Regular Market Hours: 9:30 am to 4:00 pm, ET
Post-Market Hours: 4:00 pm to 6:30 pm, ET
Trading of Nasdaq-listed securities and other exchange-listed securities in Brut
Order Entry: 6:30 am, ET
Pre-Market Trading Session: 8:00 am to 9:30 am, ET
Market Hours: 9:30 am, ET to 4:00 pm, ET
Post-Market Hours: 4:00 pm, ET to 6:30 pm, ET
After Hours Session: 6:30 pm, ET to 8:00 pm, ET
At present, Nasdaq operates the Nasdaq Market Center and Brut as facilities of
the NASD, and will operate them as facilities of a national securities exchange
immediately upon the effectiveness of the registration of The NASDAQ Stock Market
LLC as a national securities.
XV. Market Surveillance
A.
Nasdaq
MarketWatch
Nasdaq operates MarketWatch, a real-time surveillance department. The
principal purpose of MarketWatch is to maintain an orderly market and ensure a level
playing field for market participants, investors and the public in general. Market Watch
performs this real-time, intra-day surveillance over all Nasdaq-listed companies and all
market participants in the Nasdaq Market Center and Brut.
MarketWatch oversees the complete and timely disclosure of Nasdaq issuers’
material information. Under Nasdaq IM-4120-1, issuers are required to notify
MarketWatch prior to the release of significant corporate developments. MarketWatch
determines if implementing a trading halt is necessary to maintain an orderly market for
the release of that material news.
MarketWatch utilizes an automated detection system that monitors the trading
activity in each issue and generates price and volume alerts that aid in the assessment of
unusual market activity. MarketWatch coordinates and executes the release of Initial
Public Offerings (“IPOs”) and actively monitors the IPO during the opening quote period
to facilitate an orderly open. MarketWatch is also responsible for administering market
participants’ excused withdrawals and passive market making requests and handles the
clearly erroneous trades adjudication process for the Nasdaq Market Center and Brut.
If MarketWatch staff observes any activity that may involve a violation of SEC or
SRO rules, MarketWatch immediately refers the activity to NASD Regulation’s Market
Regulation Department for further investigation and potential disciplinary actions. All
information received by MarketWatch is confidential and used strictly for regulatory
purposes.
B.
NASD Regulation
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In addition to surveillance by Nasdaq, Nasdaq has contracted with NASD
Regulation for NASD Regulation to surveil Nasdaq in the same manner that it does
today. NASD Regulation’s Market Regulation Department operates a highly automated
process of investigating and preventing abusive, manipulative, or illegal trading practices
in the Nasdaq Market Center and Brut.. NASD Regulation carries out its regulatory
responsibilities through education, examinations, market surveillance, registration of
securities personnel, advertising and underwriting regulation, disciplinary actions that
violate rules, investigation of customer complaints, and forums to resolve disputes.
To promote effective regulation and investor confidence, and to protect market
participants, Market Regulation has put in place regulatory programs and has established
specialized units focused on determining compliance with specific Nasdaq rules and
regulations and federal securities laws. Market Regulation is comprised of investigative,
examination, and operational units consisting of analysts, attorneys, and examiners based
in Rockville, Maryland, Chicago and New York. The Market Regulation Department
utilizes state-of-the-art technology to carry out its regulatory responsibilities. This
technology provides the ability to reconstruct market transactions utilizing trading data
and quote information that is captured second-by-second throughout the trading day, and
alert staff to potential violative activity.
The Market Regulation Department also conducts onsite inspections of the larger
Nasdaq Market Center and Brut participants to assess compliance with Nasdaq market-
making and trading rules and regulations and federal securities laws. The regulatory
information gathered from online surveillance, customer and broker/dealer complaints,
and on-site examinations of trading activity is shared and analyzed by experts in the
Market Regulation Department to determine whether violative activity has occurred and
disciplinary action is warranted. The staff‘s mission is to serve investors and all market
participants by being a fair, efficient, and effective regulator.
As it does today, NASD Market Regulation may investigate any Nasdaq member
or associated person, or any transaction occurring on the Nasdaq market, for potential
violation of the federal securities laws, and relevant SEC and Nasdaq rules. NASD
Market Regulation will have complete discretion to initiate, conduct, close and report on
investigations, without input or review by Nasdaq.
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