Track Ecn Letter


    Exhibit
      10.10

    


    No
      Action Letter Issued by Securities and Exchange
      Commission dated

    June
      28, 2006 to operate Track ECN

    


    June
      28, 2006

    


    Robert
      P. Bramnik, Esq.

    Duane
      Morris LLP

    227
      West Monroe Street, Suite 3400

    Chicago,
      IL 60606

    


    Re:
      Track ECN

    


    Dear
      Mr. Bramnik:

    


        In
      your letter dated
      June 28, 2006, you requested that the Division of Market Regulation (“Division”)
      of the Securities and Exchange Commission (“Commission”) reaffirm its view that
      Track ECN (“System), owned and operated by Track Data Securities Corp. (“Track
      Data”), a registered broker-dealer, is an electronic communications network
      (“ECN”) as defined in Regulation NMS1 under
      the Securities Exchange Act of 1934 (“Exchange Act”) and would be in compliance
      with the requirements applicable to the ECN Display Alternative, as described
      in
      paragraph (b)(5)(ii) of Rule 602 of Regulation NMS (“Quote Rule”),2 with
      respect to NMS stocks3 for
      which a linkage between the System and a self-regulatory organization (“SRO”) is
      operational. The Division has previously taken that view in a number of
      no-action letters, most recently on October 21, 2005.4 

    
    The
      Division hereby
      grants your request. Accordingly, the Division will not recommend that the
      Commission take enforcement action against OTC market makers5 or
      exchange market makers6 who
      are participants in the System, if those market makers enter orders into the
      System without modifying their public quotations, in compliance with the Quote
      Rule and Rule 604 of Regulation NMS (“Limit Order Display Rule”),7 as
      applicable. In taking this position, the Division has relied on various
      representations Track Data made regarding the operation of the System,
      specifically that:

    
      	 	 	 	 
	 1
              See 17 CFR 242.600(b)(23).	 
	 2 17 CFR 242.602(b)(5)(ii). 	 
	 3See 17 CFR
              242.600(b)(47). 	 
	 4 See
              letter from Michael J. Gaw, Assistant Director, Division, Commission,
              to
              Robert P. Bramnik, Duane Morris LLP, counsel to Track Data, dated October
              21, 2005.        
	 5 See 17 CFR
              242.600(b)(52). 
	 6 See 17 CFR
              242.600(b)(24). 
	 7 17 CFR
              242.604.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (i)

            	
              The
                System is an ECN within the meaning of Rule 600(b)(23) of
                Regulation NMS and allows subscribers, including OTC market makers
                and
                exchanges market makers, electronically to enter orders in certain
                NMS
                securities.

            


    

     

    
      	
              (ii)   

            	
              Track Data will maintain
                a
                linkage with at least one SRO trading facility8 or
                SRO display-only facility.9 Track
                Data will: (a) transmit to such SRO trading facility or SRO display-only
                facility for display the best priced orders of all orders entered
                by any
                subscriber, including those who are OTC or exchange market makers
                (or
                exchange specialists, if applicable) for the securities in which
                they make
                markets (or act as specialists pursuant to unlisted trading privileges)
                and (b) provide, to any broker or dealer, access to such orders that
                is
                functionally equivalent to the access that is generally available
                for
                quotes displayed by an SRO trading facility or, for orders displayed
                in an
                SRO display-only facility, a level and cost of access to such quotations
                that is substantially similar to the level and cost of access to
                quotations displayed by an SRO trading facility in that
                security.

            


    

     

    
      	 	
              (iii)

            	
              Track
                Data responds and intends to continue to respond to
                orders by non-subscribers as promptly as it responds to orders by
                subscribers to execute against orders displayed in the System and
                in any
                event no more than a few seconds. Non-subscribers may access the
                System in
                various ways, including via dedicated computer line, and will be
                able to
                automatically execute against quotations displayed by the
                System.

            


    

     

    
      	
              (iv)          
                

            	
              If not inconsistent with
                the
                rules of the SRO trading facility or SRO display-only facility, Track
                Data
                will charge non-subscriber broker-dealers a rate that does not exceed
                the
                then-current rate charged to a substantial portion of its active
                broker-dealer subscribers plus any fee charged to Track Data by a
                SRO for
                such trades. However, in no event will Track Data charge more than
                the
                maximum fee as may be permitted by Rule 610 of Regulation NMS.10  

            

   

    
      	 	
              (v)

            	
              The
                System has sufficient capacity to handle the volume of
                trading reasonably anticipated to be conducted in the System. In
                addition,
                Track Data will conduct regular periodic System capacity reviews
                and tests
                to: (a) ensure and expand future capacity, (b) identify potential
                weaknesses, and (c) reduce the risks of system failures and threats
                to
                system integrity.

            


    

     

    
      	 	 	 
	 8	See 17 CFR 242.600(b)(72). 
	 9	See 17 CFR 242.600(b)(71).
	10	 The Division notes that Rule 610(c) of
              Regulation NMS, 17CFR242.610(c), generally limits the fee that a trading
              center may charge for accessing a protected quotation to no more than
              $0.003 per share. Rule 610(c) became effective as of August 29, 2005,
              and
              is subject to delayed compliance. See Securities Exchange Act
              Release No. 53829 (May 18, 2006) (extending compliance dates for Rule
              610
              and Rule 611 of Regulation NMS from June 29, 2006 to a series of dates
              for
              different functional stages of compliance). 
	 	 	 
	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     
The
      Division’s no-action position is conditioned on Track Data
      maintaining active connectivity with one or more SRO trading facility or SRO
      display-only facility. In the event that the System loses connectivity with
      an
      SRO trading facility or an SRO display- only facility, Track Data, with respect
      to that facility, would not be in compliance with the Quote Rule and the
      no-action relief described herein would not be available. Track Data represents
      that it continuously and systematically monitors its connections to each
      relevant SRO trading facility and SRO display-only facility.

     

         
The
      Division further conditions its
      position on the continuing accuracy of these representations and compliance
      by
      Track Data with all applicable Commission and SRO rules, including any
      additional requirements applicable to ECNs. Any different facts or
      conditions—including, but not limited to, modifications or revisions to, or
      expansion of service provided by, Track Data - may require a different response.
      The Division may request additional representations from you regarding the
      operation of the System. This no-action position is subject to changes in
      current law, regulation, and interpretations; any such change may require the
      Division to reevaluate and withdraw or modify this position. This no-action
      position concerns enforcement action under Section 11A of the Exchange
      Act11 only, and does not express any legal conclusions regarding
      the applicability of Section 11A or other statutory or regulatory provisions
      of
      the federal securities laws.

    


    
      	 	 	 	 	 
	 	 	
              Sincerely,

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              /s/

            	
              Robert
                L. D. Colby

            	 
	 	 	
              

            	
              

            	 
	 	 	 	
              Robert
                L.D. Colby

            	 
	 	 	 	
              Acting
                Director

            	 


    

    


    
      	 	 	 
	 11	 15 U.S.C. 78k-1.