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    Sang Lee

    [email protected]

    10 High Street

    Suite 905

    Boston, MA 02110

    Tel: 617.338.6050

    Fax: 617.338.6078

    [email protected]

    IMPACT NOTE

    Actionable, strategic advice on IT, business, and regulatory issues in the financial services industrywww.aitegroup.com

    T H E U . S . E Q U I T I E S M A R K E T

    I N T R A N S I T I O N :A L T E R N A T I V E E X E C U T I O N V E N U E S

    I N T R O D U C T I O N

    Competition and fragmentation are two words that can be used to aptly describe

    the current state of affairs in the U.S. exchange market. While the two largest

    pools of liquidity continue to seek global dominance, the domestic U.S. equities

    market remains largely fragmented, at least on the surface. However, it would be a

    mistake to equate increasing competition with market fragmentation. When

    examined closely, the U.S. equities market is still dominated by the New York Stock

    Exchange (NYSE) and NASDAQ. According to an Aite Group analysis, as of Q2

    2006, the NYSE Group and NASDAQ collectively account for 78% of the entire U.S.

    equities market (see Figure 1 on page 1). By Aite Groups estimation, there are

    over 20 other execution venues that are battling for the remaining 22% of the U.S.

    equities market share.

    FIGURE 1: U.S. EQUITIES MARKET SHARE -- Q2 2006

    Exchanges, ECNs, ATSs, Brokers, Aite Group estimates

    U.S. Equit ies Mark et Share

    NYSE Group

    47%

    NASDAQ

    31%

    ATSs

    4%

    Broker

    Internalization

    13%

    Regional

    Exchanges

    2%

    ECNs

    3%

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    This Impact Note examines the key alternative execution venues in the U.S.

    equities market and will analyze their future prospects over the next few years.

    M A R K E T S T R U C T U R E E V O L U T I O N

    The U.S. equities market structure has undergone major changes over the last

    decade. In the aftermath of the Order Handling Rules (OHR) of 1997, competition

    increased substantially and lead to the creation of various independent execution

    venues including ECNs and private ATSs. Market fragmentation appeared to be the

    norm, at least in NASDAQ, as various viable execution venues emerged to

    seriously threaten NASDAQ for execution revenues.

    However, by 2002, a wave of consolidation began that was triggered by the merger

    between Archipelago and REDIBook (owned, at that time, by Goldman Sachs). The

    most significant ECN merger occurred when Instinet acquired Island (forming

    INET), its chief competitor in the ECN market. NASDAQ went on a spending spree

    soon after that and was determined to recapture its lost market share by acquiring

    FIGURE 2: TIMELINEOF U.S. EQUITIES EXECUTION VENUES

    Source: ECNs, Aite Group

    Order HandlingRules (OHR)approved. Launch ofIsland, Archipelago,and REDIBook

    Instinet/Islandmerger

    1997

    Launch ofNASDAQSuperMontage

    Launch of Instinet

    1969 2005 20061998

    Feb 1998: Launch of AttainNov 1998: Launch of NexTradeand Strike TechnologiesLate 1998: Launch ofBloomberg TradeBook

    1999 20032001 20022000 2004

    BRUT/Strike mergerArchipelago and PacificStock Exchange to launchelectronic stock exchange

    NYSE launchesDirect+

    Launch of TrackECNArchipelago/REDIBook

    merger

    Launch of BATSECN

    Knight acquiresAttain andrenames it DirectEdge ECN

    Citigroup acquires

    OnTrade ECNfrom NexTrade

    1987: Launch ofITG POSIT

    Launch of Liquidnet

    Launch of Pipeline

    NASDAQacquisition ofBRUT

    NYSE acquisition ofArcaEx and NASDAQacquisition of INET

    Order HandlingRules (OHR)approved. Launch ofIsland, Archipelago,and REDIBook

    Instinet/Islandmerger

    1997

    Launch ofNASDAQSuperMontage

    Launch of Instinet

    1969 2005 20061998

    Feb 1998: Launch of AttainNov 1998: Launch of NexTradeand Strike TechnologiesLate 1998: Launch ofBloomberg TradeBook

    1999 20032001 20022000 2004

    BRUT/Strike mergerArchipelago and PacificStock Exchange to launchelectronic stock exchange

    NYSE launchesDirect+

    Launch of TrackECNArchipelago/REDIBook

    merger

    Launch of BATSECN

    Knight acquiresAttain andrenames it DirectEdge ECN

    Citigroup acquires

    OnTrade ECNfrom NexTrade

    1987: Launch ofITG POSIT

    Launch of Liquidnet

    Launch of Pipeline

    NASDAQacquisition ofBRUT

    NYSE acquisition ofArcaEx and NASDAQacquisition of INET

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    BRUT. This consolidation trend hit its peak when the NYSE acquired ArcaEx and

    when NASDAQ teamed up with INET, thereby creating a de facto duopoly in the

    U.S. equities market. The conception and passage of Regulation NMS has also

    played a key role in recent market developments as new and incumbent execution

    venues look for opportunities in the post-Reg NMS market structure.

    The end result of all these M&A activities was that in a short span of time, all of the

    large ECNs had disappeared and had left the ECN market littered with smaller

    players. Perhaps more importantly, the NYSE and NASDAQ forcefully moved back

    to the top of the execution market (see Figure 3 on page 3).

    Going against this industry trend of consolidation has been the acceleration of

    market fragmentation, at least on the surface. Since 2002, a number of ATSs, led

    by Liquidnet, have emerged to meet the growing need for block trading in the

    marketplace. Fearful of total dominance by the NYSE and NASDAQ, large dealers

    and a number of buy-side firms have formed partnerships to either support

    existing regional exchanges or to create new execution venues. Large bulge

    FIGURE 3: MARK ET CONSOLIDATION

    Source: ECNs, NASDAQ, NYSE Group, Aite Group

    1997

    Instinet

    Order Handling Rulesof 1997 Implemented

    Acquired by Knight and renamed Direct Edge ECN

    20061998 2000 2002 2004

    Island

    Archipelago

    REDIBook

    BRUT

    Strike

    Bloomberg TradeBook

    Attain

    NexTrade

    Track ECN

    BATS

    Acquired by Citigroup

    Merger with BRUTAcquired by NASDAQ

    Merger with Instinet,renamed INET

    Acquired byNASDAQ

    Merger withArchipelago Acquired by NYSE

    NYSENYSE

    NASDAQNASDAQ

    1997

    Instinet

    Order Handling Rulesof 1997 Implemented

    Acquired by Knight and renamed Direct Edge ECN

    20061998 2000 2002 2004

    Island

    Archipelago

    REDIBook

    BRUT

    Strike

    Bloomberg TradeBook

    Attain

    NexTrade

    Track ECN

    BATS

    Acquired by Citigroup

    Merger with BRUTAcquired by NASDAQ

    Merger with Instinet,renamed INET

    Acquired byNASDAQ

    Merger withArchipelago Acquired by NYSE

    NYSENYSE

    NASDAQNASDAQ

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    bracket firms have also jumped into the fray by either launching or developing

    internal crossing engines designed to take advantage of the massive order flow

    going through their trading desks.

    E L E C T R O N I C C O M M U N I C A T I O N N E T W O R K S ( E C N S )

    Over the past nine very competitive years, ECNs have played a key role in

    fundamentally changing the competitive landscape in the U.S. equities market,

    especially in trading NASDAQ stocks. With the acquisition of all of the major ECNs

    by leading exchanges, however, it is highly questionable how some of the

    remaining ECNs will actually perform in the post-Reg NMS market structure.

    The only ECNs with formidable liquidity are Bloomberg TradeBook (which has

    expanded its focus into other asset classes, including futures and FX) and DirectEdge ECN (see Figure 4 on page 5). Despite the odds, a new ECN called the Better

    Alternative Trading System (BATS) launched on January 2006. Overall, ECNs

    currently account for 6% of the entire U.S. equities market (see Figure 5 on

    page 5).

    TABLE A: ECNS LEFT STANDING

    ECN Launch Date OwnershipAverage Daily Trade

    Volume

    Bloomberg TradeBook Late 1998 Bloomberg 150 million

    Direct Edge (formerly

    At tain)*

    February 1998 Knight Trading 70 million

    OnTrade November 1999 Citigroup 1.5 million

    BATS J anuary 2006 Tradebot Systems, etc. 7.9 million

    Track ECN April 2002 Track Data Corporation 11.9 million

    Source: ECNs, Aite Group estimates

    *Includes both matching and routing

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    FIGURE 4: ECN MARK ET SHARE ANALYSIS

    Source: ECNs

    FIGURE 5: ECNS MARK ET SHAREINTHE U.S. EQUITIES MARK ET

    Source: ECNs, NYSE, NASDAQ, Aite Group estimates

    ECN Mark et Share

    OnTrade

    1%

    Direct Edge

    29%

    Bloomberg

    TradeBook

    62%

    Track ECN

    5%

    BATS

    3%

    % of ECN Mark et Share in U.S. Equi ties Mark et Q2 2006

    ECNs

    6%

    U.S. EquitiesMarket

    96%

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    BATS TRADING

    Launched in January 2006 and headquartered in Kansas City, MO, BATS is the

    newest entrant in the ECN market. BATS is a spin-off from Tradebot Systems, one

    of the leading automated liquidity providers in the U.S. equities market. BATS'

    other investors include GETCO and Wedbush. BATS currently has about 20employees.

    In the second quarter of 2006, BATS was the first ECN to make the switch from

    Nasdaq SuperMontage to NSX. This initially caused their volumes to drop, but this

    switch positions BATS well, relative to other ECNs, when SuperMontage becomes

    unavailable this fall.

    BATS' volume has been steadily climbing since they completed the migration to

    NSX and changed pricing on July 1, 2006. BATS volume reached a peak of 43

    million shares on August 28, 2006 (see Figure 6 on page 6).

    BATS currently has about 60 subscribers, a number which has been growingbetween 5 and 10 per month. While BATS is only open to the sell-side, buy-side

    firms can have access to BATS via sponsorship from their brokers. BATS has been

    averaging about 500 shares in executed trade size. Some of the key data on BATS

    include the following:

    FIGURE 6: AVERAGE DAILY TRADE VOLUME PROGRESSOF BATS

    Source: BATS

    BATS Aver age Daily Trade Volu m e

    0

    5,000,000

    10,000,000

    15,000,000

    20,000,000

    25,000,000

    30,000,000

    35,000,000

    1/27/2006

    2/10/2006

    2/24/2006

    3/10/2006

    3/24/2006

    4/7/2006

    4/21/2006

    5/5/2006

    5/19/2006

    6/2/2006

    6/16/2006

    6/30/2006

    7/14/2006

    7/28/2006

    8/11/2006

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    Although entering a hyper competitive marketplace, BATS has managed to gain a

    respectable market share in a short period of time. The liquidity provided by

    Tradebot, Getco, and other quantitative liquidity providers has no doubt given

    BATS an advantage among the newer market centers. BATS' competitive pricing

    schedule has also played a key role in its market acceptance to date. In order to

    increase its market presence, however, BATS will have to demonstrate that it canattract more liquidity removers.

    D IRECT EDGE ECN

    Launched in 1998 and formerly known as Attain (founded by All-Tech Investment

    Group), Direct Edge ECN has been re-energized thanks to the acquisition by Knight

    Capital Group in Q2 2005. Re-branded as Direct Edge ECN, it has experienced

    significant volume growth in recent quarters and averages 70 million shares a day

    as of August 2006 (see Figure 8 on page 8). More than half of that volume is being

    matched internally within Direct Edge (see Figure 9 on page 9). This places Direct

    Edge right behind Bloomberg Tradebook in terms of overall market share in the

    ECN market. Headquartered in Jersey City, NJ, there are currently 15 employees

    fully dedicated to Direct Edge ECN with 15 more resources available from the

    Knight infrastructure group.

    FIGURE 8: AVERAGE DAILY SHARE VOLUMEOF DIRECT EDGE ECN

    Source: Direct Edge ECN

    Dire ct Edge A ver age Daily Trade Volum e

    0

    10,000,000

    20,000,000

    30,000,000

    40,000,000

    50,000,000

    60,000,000

    70,000,000

    80,000,000

    90,000,000

    3/1/2006

    3/15/2006

    3/29/2006

    4/12/2006

    4/26/2006

    5/10/2006

    5/24/2006

    6/7/2006

    6/21/2006

    7/5/2006

    7/19/2006

    8/2/2006

    Number of Shares

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    Currently, Direct Edge displays its orders on both the Alternative Display Facility

    (ADF) and SuperMontage under the market participant identifiers (MPIDs) EDGA

    for ADF and EDGX for SuperMontage. However, as NASDAQ migrates over to the

    INET platform, EDGX will also be migrating over to ADF. Key Direct Edge

    information includes the following:

    Looking to provide enhanced liquidity with high levels of fill

    rate at competitive pricing;

    Open to broker-dealers;

    Ability to trade NASDAQ National Market and Small Cap

    stocks;

    Submission of orders through Direct Edge Portal which

    integrates client OMS with Direct Edge ECN;

    Direct Edge View enabling depth-of-book look into Direct

    Edge ECN;

    Three display options: fully display, reserve, and hidden; and

    Competitive pricing schedule: charging US$.003 per share for

    liquidity takers and offering rebate of US$.0022 per share for

    liquidity providers.

    FIGURE 9: BREAKDOWNOF DIRECT EDGE ECN VOLUME

    Source: Direct Edge ECN

    Details Behind Dir ect Edge ECN Trade V olum e

    Internal Match

    55%

    Routed Out

    45%

    Aver age Daily Tr ade Vo lum e = 70 m il lion s har es

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    Prior to the acquisition by Knight Capital Group, Direct Edge ECN (at that time

    known as Attain) was one of the smallest ECNs in the marketplace. With the

    backing of Knight, however, Direct Edge has jumped into the leadership position

    and is continuously growing its market share. Future projects include moving into

    the listed market, introducing sophisticated order types to tap into dark pools of

    liquidity, and potentially providing algorithms to better access the ECN.

    B L OC K TRA DI NG NE TW OR K S

    Unlike the ECNs which seem to be disappearing from the competitive landscape,

    the popularity of ATSs appears to be only increasing, especially for those platforms

    serving the block trading market.

    ITG POSIT

    Founded in 1987 as a subsidiary of Jefferies & Co. and headquartered in New York,

    Investment Technology Group (ITG) is a technology-driven agency broker that was

    initially made famous for POSIT (its equities private crossing network) and

    QuantEX (the industry's first trading platform to support quantitative trading,

    which launched in 1991). As the clear pioneer in the marketplace, ITG gained a

    strong following from the buy-side quant traders during the 1990s.

    ITG has nurtured an entire generation of technologists and quantitative analysts

    who are leading Wall Street's push towards the adoption of advanced trading

    services. ITG currently has 1,015 employees worldwide with operations in theUnited States, Canada, Europe, Australia, Hong Kong, and Japan.

    ITG's strength has always been its reliance on technology to attract and manage

    clients. ITG's recent flurry of acquisitions and growth followed years of uncertainty

    and doubt during the early 2000s. Rumors were rampant of their imminent

    acquisition by larger brokers as their market share continued to decline in both

    TAB LE B: BLOCK TRADING PLATFORMS

    Platform Launch Date Ownership Average Trade Size

    ITG POSIT 1987 ITG 23,000

    Liquidnet 2001 Privately owned with private

    equity funding from TH Lee

    Putnam Ventures, Summit

    Partners, and Technology

    Crossover Ventures.

    48,000

    Pipeline 2004 Pipeline 42,000

    NYFIX Millennium 2001 NYFIX 600

    Source: Firms, Aite Group estimates

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    their trading front-ends and POSIT. The emergence of new, more nimble and

    lower-cost providers appeared to spell their eventual doom.

    However, the re-birth of ITG occurred quite swiftly. With the introduction of Triton,

    ITG aggressively moved to replace QuantEX, its popular but outdated trading

    platform. ITG also went on an acquisition spree by purchasing Macgregor, a leadingbuy-side OMS provider, as well as Plexus, a leading TCA service provider. Through

    internal development and acquisitions over the last couple of years, ITG has

    created a suite of products and services that are capable of supporting the entire

    trade life-cycle -- from pre-trade and trade to post-trade analysis.

    For the purpose of this report, only POSIT will be examined. POSIT falls under

    ITG's Trade & Execution Services. Launched nearly 20 years ago, POSIT is the

    oldest crossing platform in the marketplace. As of Q2 2006, POSIT averaged

    approximately 46 million shares a day with an average trade size of 23,000 shares

    (see Figure 11 on page 12). POSIT has increased its trade volume significantly

    over the last few quarters after a brief decline that began in late 2003. Currently,ITG has three flavors of POSIT:

    FIGURE 10: BREAKDOWNOF ITG PRODUCTSAND SERVICES

    Source: ITG

    Pre-Trade

    Anal ytics

    Trade &

    Execution

    Post-Trade

    Anal ysi s

    ITG Logic

    ITG/Opt

    ITG eXtra

    POSIT

    Triton

    Radical

    Macgregor XIP

    ITG Algorithms

    ITG Trading

    Services

    TCA

    Fair Value

    Model

    Plexus

    Plexus

    ITG Hoenig

    Pre-Trade

    Anal ytics

    Trade &

    Execution

    Post-Trade

    Anal ysi s

    ITG Logic

    ITG/Opt

    ITG eXtra

    POSIT

    Triton

    Radical

    Macgregor XIP

    ITG Algorithms

    ITG Trading

    Services

    TCA

    Fair Value

    Model

    Plexus

    Plexus

    ITG Hoenig

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    POSIT Match. Launched in 1987, POSIT Match is ITG's

    classic scheduled crossing service that provides anonymous,

    mid-point matching with zero market impact. POSIT Match is

    open to both the sell-side and the buy-side.

    POSIT Now. Launched in 2001, POSIT Now is a continuous

    crossing service (every 30 seconds) which currently accounts

    for the fastest growth rate. POSIT Now is open to both the

    sell-side and the buy-side.

    Block Alert. Originally launched in Q3 2005 as POSIT Alert,

    Block Alert is a Liquidnet-type crossing mechanism where

    blotters of OMSs are tied together to seek active crossing

    opportunities. Block Alert sits outside of the passive matching

    POSIT network and invites users to participate. There is no

    negotiation process in Block Alert to ensure that all order

    information is anonymous. POSIT Alert was re-branded in the

    first quarter of 2006 as Block Alert as part of a joint venture

    with Merrill Lynch that paired Merrill Lynch's liquidity with

    ITG's crossing technology. Block Alert requires users to

    adhere to a minimum trade size based on the average daily

    trade volume:

    - Large-cap: 25,000 shares;

    FIGURE 11: AVERAGE DAILY SHARE VOLUME

    Source: ITG, Aite Group estimates

    POSIT's Aver age Daily Share Volum e

    0

    5

    10

    15

    20

    25

    30

    35

    40

    45

    50

    Q402

    Q103

    Q203

    Q303

    Q403

    Q104

    Q204

    Q304

    Q404

    Q105

    Q205

    Q305

    Q405

    Q106

    Q206

    Mns of Shares

    0%

    10%

    20%

    30%

    40%

    50%

    60%

    70%

    80%

    % of Market

    Share

    Average Daily Share Volume % of Market Share

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    - Mid-cap: 5,000 shares; and

    - Small-cap: 1,000 shares.

    Users can access POSIT liquidity by utilizing Channel ITG, a trading tool. Once

    Channel ITG is integrated with an OMS, it can automatically sweep the OMS blotter

    and send out orders to multiple ITG execution venues. Channel ITG is currently

    integrated with Macgregor, Eze Castle, and Charles River. Users can also access

    POSIT using ITG's two trading front-ends or a direct FIX connection:

    Triton. This is ITG's flagship portfolio-trading application

    which has replaced QuantEX. Triton provides full list and

    order management for portfolio trading with a complete audit

    trail.

    Radical. This is ITG's Windows-based EMS platform for

    single-stock trading. Similar to Triton, Radical is broker-

    neutral and has access to all major execution venues as well

    as broker algorithms.

    POSIT continues to look for additional market opportunities outside of the U.S.

    market. Indeed, POSIT has become a global offering with its presence in Europe,

    Canada, Australia, and Japan.

    L IQUIDNET

    Launched in 2001 with 38 buy-side members, Liquidnet is the current market

    leader in block trading platforms. Liquidnet came out of nowhere in 2001 to

    compete against ITG's POSIT service and ultimately became the largest block

    trading network in 2004. Liquidnet is headquartered in New York and currently has

    185 employees.

    Liquidnet started out as a buy-side-only network with a very simple concept -- to

    enable buy-side to buy-side block trading without broker involvement. The key to

    Liquidnet's initial success was its ability to link up with all of the major buy-side

    OMS vendors. The Liquidnet platform essentially sweeps the trade blotters of its

    members, and when there is a natural execution to be made, it alerts both parties,

    and only those parties, so they can begin negotiating. Liquidnet's timing could not

    have been better than at the time of its launch, as the institutional market was

    struggling to find a large size in the public market without causing market impact.

    Not surprisingly, Liquidnet's simple concept caught on quickly, and it enabled

    Liquidnet to eventually attract an impressive US$250 million investment from

    Summit Partners and Technology Crossover Ventures during Q1 2005.

    Continuing to build on its success, Liquidnet had 341 members as of Q2 2006; a

    majority of these members (85%) are from North America (see Figure 12 on

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    page 14). Liquidnet's average daily trade volume has also skyrocketed, averaging

    45 million shares per day during Q2 2006 and a high of nearly 76 million shares in

    July. Liquidnet's current volume accounts for approximately 36% of the block

    trading network market (see Figure 13 on page 14).

    FIGURE 12: LIQUIDNETS MEMBERSHIP BREAKDOWN

    Source: Liquidnet

    FIGURE 13: AVERAGE DAILY SHARE VOLUMEAND GROWING MARKET SHARE

    Source: Liquidnet, Aite Group estimates

    Liquidnet Members hip

    North America

    86%

    Europe

    14%

    Total Num ber of Me m ber s = 341 (as of Q2 2006)

    Liquinet's Average Daily Share Volum e

    0

    5

    10

    15

    20

    25

    30

    35

    40

    45

    50

    Q402

    Q103

    Q203

    Q303

    Q403

    Q104

    Q204

    Q304

    Q404

    Q105

    Q205

    Q305

    Q405

    Q106

    Q206

    Mns of Shares

    0%

    5%

    10%

    15%

    20%

    25%

    30%

    35%

    40%

    45%

    50%

    % of MarketShare

    Average Daily Share Volume % of Market Share

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    The bulk of Liquidnet's business is done with the mid-cap and large-cap stocks;

    combined, they account for 80% of all shares traded and over 70% in total

    execution (see Figure 14 on page 15). Meanwhile, small- and micro-cap names

    account for 27% of the firms executions, yet they tend to dominate the block volume in

    those names. Approximately one out of every three small- and micro-cap names that

    are executed in Liquidnet represent 100% of the block trading volume in that name forthe day. Liquidnet has also done quite well on the NYSE-listed stocks which account for

    61% of total shares traded and 57% of total execution (see Figure 15 on page 15).

    FIGURE 14: LIQUIDNET STATISTICS BASEDON MARK ET CAP

    Source: Liquidnet

    FIGURE 15: LIQUIDNET STATISTICS BASEDON EXCHANGE

    Source: Liquidnet

    Liquidnet Perfor m ance Based on Mark et Cap

    32%

    48%

    17%

    3%

    21%

    52%

    23%

    4%

    0%

    10%

    20%

    30%

    40%

    50%

    60%

    Large Cap Mid Cap Small Cap Micro Cap

    % of Shares Traded % of Executions

    Liquidnet Perfo rm ance Based on Exchange

    61%

    38%

    57%

    42%

    0%

    10%

    20%

    30%

    40%

    50%

    60%

    70%

    NYSE NASDAQ

    % of Shares Traded % of Executions

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    In 2002, Liquidnet launched its European initiatives from the UK. Liquidnet has

    expanded its European coverage over the last couple of years and currently

    includes the UK, France, Germany, Italy, the Netherlands, Switzerland, Belgium,

    Denmark, Finland, Norway, Sweden, Portugal, Iceland and Luxembourg. Liquidnet

    Europe Limited has quickly grown to be ranked among the largest agency brokers

    on the London Stock Exchange (LSE), breaking into the top 10 this summer as theninth largest broker. Figure 16 on page 16 illustrates Liquidnets growing presence

    in the European block trading market.

    In recent months, Liquidnet has introduced H20, which is designed to position the

    large buy-side liquidity of Liquidnet to absorb smaller retail as well as algorithmic

    flow coming from various ECNs, exchanges and sell-side streaming liquidity

    providers including Bloomberg TradeBook, BNY Brokerage, Instinet, FutureTrade,

    Miletus Trading, Piper Jaffray, EdgeTrade, UNX, Goldman Sachs Execution &

    Clearing (GSEC), Lehman Brothers and Credit Suisse.

    Not content with its initial success in the U.S. equities market, Liquidnet continues

    to seek global opportunities. During Q2 2006, Liquidnet opened its Hong Kong and

    Tokyo offices with expectations of opening up another office in Australia before the

    end of 2006. The goal is to launch its services in the Asian market during the first

    half of 2007. Liquidnet also received approval from the Ontario Securities

    Commission (OSC) to trade Canadian equities starting in Q4 2006.

    FIGURE 16: LIQUIDNETIN EUROPE

    Source: Liquidnet

    Total Prin cipal Traded

    4841,102

    1,4921,955

    3,158

    5,023

    8,262

    -

    1,000

    2,000

    3,000

    4,000

    5,000

    6,000

    7,000

    8,000

    9,000

    H1 2003 H2 2003 H1 2004 H2 2004 H1 2005 2H 2005 1H 2006

    Mns of GBP

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    NYFIX Millennium, which is a sell-side-only network (providing buy-side access via

    sell-side brokers or directly via NYFIX Transaction Services), attracts various types

    of orders, including retail flow (over 150 streaming retail providers), institutional

    trading desks, directed buy-side flow, conditional orders from agency desks, and

    hedge fund flow. NYFIX Millennium is a real-time, anonymous, continuously

    matching platform with the potential for price improvement. NYFIX Millennium istechnically not a block trading network, as its average trade size is only 600 shares

    (which is still larger than the average trade size in the public market). In order to

    bring in a maximum level of liquidity, NYFIX has maintained a broker-neutral,

    vendor-neutral, and network-neutral policy. NYFIX has integrated Millennium into

    about 40 OMSs.

    In late 2005, building on its success of Millennium, NYFIX launched Millennium

    Natural, its buy-side-only service (including large hedge funds) that targets block

    trading. There are currently 75 buy-side firms involved in Millennium Natural.

    There are minimum order size requirements of 25,000 shares for Dow component

    stocks, 10,000 shares for S&P component stocks, and 5,000 shares for non-S&Pcomponent stocks to generate a NYFIX Natural IOI to stimulate block order

    interactions amongst the buy-side clients.

    FIGURE 17: NYFIXS AVERAGE DAILY SHARE VOLUMEAND MARKET SHARE

    Source: NYFIX, Aite Group estimates

    NYFIX's Aver age Daily Share Volum e

    0

    5

    10

    15

    20

    25

    Q402

    Q103

    Q203

    Q303

    Q403

    Q104

    Q204

    Q304

    Q404

    Q105

    Q205

    Q305

    Q405

    Q106

    Q206

    Mns of Shares

    0%

    2%

    4%

    6%

    8%

    10%

    12%

    14%

    16%

    18%

    20%

    % of Market

    Share

    Average Daily Share Volume % of Market Share

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    P IPELINE TRADING SYSTEMS

    Launched in September 2004, Pipeline Trading Systems is the newest entrant in

    the block trading game. However, the origin of Pipeline goes all the way back to

    1999, and its management team has a wealth of experience in dealing with

    electronic markets. For example, Pipeline (as a subsidiary of e-XchangeAdvantage) was involved in developing the Liquidity Tracker (designed to facilitate

    block trading among dealers) which functioned briefly within NASADQ in 2002.

    Pipeline also built BlockLink for Instinet, a block trading platform, which never

    launched due to Instinets merger with Island. Pipeline is headquartered in New

    York and currently has over 50 employees.

    The third time has indeed been a charm for the management of Pipeline as despite

    existing stiff competition from Liquidnet and POSIT, Pipeline has quickly gained a

    large following in the marketplace. Pipeline currently averages over 17.2 million

    shares a day and represents over 13% in total market share (as of Q2 2006). As

    an isolated number, Pipelines growth over the last few quarters has been

    impressive. What is more telling is that when one compares these numbers to

    industry leader Liquidnets numbers, Pipeline was able to reach the 10 million

    shares-per-day milestone in only six quarters, whereas Liquidnet took 10 quarters

    to achieve a similar feat.

    FIGURE 18: PIPELINES AVERAGE DAILY SHARE VOLUMEAND MARK ET SHARE

    Source: Pipeline, Aite Group estimates

    Pipeline's Aver age Daily Share Volum e

    0

    2

    4

    6

    8

    10

    12

    14

    16

    18

    20

    Q304 Q404 Q105 Q205 Q305 Q405 Q106 Q206

    Mns of Shares

    0%

    2%

    4%

    6%

    8%

    10%

    12%

    14%

    16%

    % of Market

    Share

    Average Daily Share Volume % of Market Share

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    Pipeline supports a completely open community with both buy-side and sell-side

    participation. Pipeline currently has 367 participants with a good mixture of both

    buy-side and sell-side firms (see Figure 19 on page 20).

    Pipelines Block Board is a simple thin-client application that provides a real-time

    view into Pipelines liquidity. The key to Pipelines success is the way the system is

    designed to discourage gaming behavior. Some of the key features of Pipeline

    include the following:

    FIGURE 19: PIPELINE COMMUNITY BREAKDOWN

    Source: Pipeline

    FIGURE 20: SCREENSHOTOF PIPELINES BLOCK BOARD

    Source: Pipeline

    Pipeline Community Breakdown

    Buy-side68%

    Sell-side

    32%

    Total Num ber of Firm s = 367

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    FIGURE 21: AVERAGE DAILY TRADE VOLUME

    Source: Firms

    FIGURE 22: BLOCK TRADING ATS MARK ET SHARE Q1 2006

    Source: ITG, Liquidnet, NYFIX, Pipeline, Aite Group estimates

    Aver age Daily Tr ade Vo lum e

    0

    20

    40

    60

    80

    100

    120

    140

    Q402 Q103 Q203 Q303 Q403 Q104 Q204 Q304 Q404 Q105 Q205 Q305 Q405 Q106 Q206

    Mns of Shares

    Liquidnet POSIT Pipeline NYFIX Millennium TOTAL

    Block Tr ading ATS Mark et Share Q2 2006

    Liquidnet

    36%

    POSIT

    35%

    Pipeline

    13%

    NYFIX Millennium

    16%

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    In total, the average daily trade volume from block trading platforms has increased

    from 35 million shares per day in 2002 to 130 million shares per day at the end of

    Q2 2006. Despite their tremendous growth, block trading platforms account for

    only 3% of the entire U.S. equities market (see Figure 23 on page 23). As

    evidenced by their enormous growth over the last three years, the lack of

    penetration in the market also means that these block trading platforms holdtremendous growth potential, especially as the primary U.S. equities execution

    venues continue to face dwindling trade size and the threat of information leakage.

    FIGURE 23: REALITY CHECKFOR BLOCK TRADING PLATFORMS

    Source: NASDAQ, NYSE, Liquidnet, ITG, Pipeline, NYFIX, Aite Group estimates

    Reality Check on Block Trading Platfor m Grow th

    41.0 51.7 84.8 130.4

    3,083.93,258.0

    3,467.7

    4,093.0

    1%2%

    2%

    3%

    0

    500

    1000

    1500

    2000

    2500

    3000

    3500

    4000

    4500

    2003 2004 2005 Q206

    Mns of Shares

    0%

    1%

    1%

    2%

    2%

    3%

    3%

    4%

    % of Overall

    Market

    Block Trading ATS U.S. Equities Market % of Overall Market

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    S I N G L E - B R O K E R C R O S S I N G F A C I L I T I E S

    In recent months, even individual brokers have joined the execution venue

    competition by launching internal crossing platforms designed to provide

    anonymous crossing for their client base. Depending on the firm, crossing could

    involve order flow from institutional clients, retail clients, algorithmic clients, aswell as proprietary trading desks. Table C on page 24 provides a sample list of

    brokers and their internal crossing platforms.

    The concept of internalization is nothing new to these large brokers that have

    enough liquidity to provide anonymous crossing services prior to sending the client

    order flow to public markets and other execution venues. In fact, brokerinternalization currently accounts for 12% of all executions in the U.S. equities

    market (see Figure 24 on page 25). The difference now is that instead of manually

    providing internalization or internal crossing, firms are developing platforms to

    automate and centralize the process.

    From the brokers perspective, internal crossing provides cost savings in terms of

    eliminating exchange transaction fees. From the clients perspective, internal

    crossing can provide rapid, anonymous executions with minimum market impact.

    In order to succeed in driving adoption, however, brokers must be able to beat or

    at least meet the NBBO to provide greater chances of price improvement and to

    minimize the market impact. Without consistently meeting these two important

    requirements, further adoption of these dark pools of liquidity will be tough to

    achieve.

    TABLE C: SINGLE-BROKER INTERNAL CROSSING PLATFORMS

    Broker Launch Date Internal Crossing Platform

    Banc of America Securities 2004 Premier Block Trading

    Citigroup 2005 Advanced Crossing Engine

    CSFB 2004 CrossFinder

    Goldman Sachs 2005 SIGMA X

    Instinet 1998 Intraday & End-of-day Crossing, CBX Institutional

    ECN

    Knight Capital Group 2006 Knight Match

    Morgan Stanley 2005 MS Pool

    UBS 2005 PIN

    Source: Firms, Aite Group estimates

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    P R O J E C T E D P O S I T I O N S

    ECNS

    With the disappearance of INET as a result of its acquisition by NASDAQ, it has

    now become official: ECNs are dead as an innovative business model. Their market

    relevance no longer exists in the NASDAQ market. In fact, in order for the smaller

    ECNs to survive, they will have to look for a buyer. Attain took the first plunge in

    this regard by being acquired by Knight Securities, followed by NexTrade with

    Citigroup. BATS, one of the newest entrants, has brought some life back into the

    overall ECN market. However, with all of the major ECNs disappearing due to M&A

    activities, ECNs, as an industry, will have a minimum impact on the overall

    evolution of the equities market.

    ATS

    Those ATSs in the block trading business should benefit even more from Reg NMS.

    Extending the Order Protection Rule to block trading has, in essence, made the

    institutional trading environment even more hostile toward large block orders.

    Private block trading platforms, such as Liquidnet, ITG, and Pipeline, will continue

    to be viable execution destinations for those buy-side firms looking for anonymity,

    speed, and liquidity. These ATSs will remain niche players but will continue to build

    market share over the next few years. Competition is getting tougher, however. It

    has been driven by exchanges launching crossing services as well as large sell-side

    firms building internal crossing engines in the hope of recapturing some of the

    order flow they have lost to these block trading facilities.

    SEL L -SIDE

    Not surprisingly, large sell-side firms have been quite active in seeking

    opportunities in this ever-changing competitive landscape:

    Investments in existing exchanges. Bulge bracket firms

    have poured millions of dollars into various regional

    exchanges in recent months. Whether or not order flow will

    follow these investments is not clear at this point.

    Purchase of ECNs. Some of the large brokers have opted tobuy existing ECNs, such as Knight Securities and Citigroup.

    This could certainly help these brokers to secure transaction

    revenue, but it could also improve brokers potential to

    capture additional revenue through market data distribution.

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    R E L A T E D A I T E G R O U P R E P O R T S

    U.S. Equities Market in Transition: Evaluating Leading Exchanges, September

    2006.

    U.S. Equities Market in Transition: Looking for Liquidity in All the Wrong Places?

    August 2006.

    IT Spending in U.S. Securities & Investments in 2006: The March Towards

    Automation and Regulatory Compliance, April 2006.

    Soft Dollars & Bundling: Here to Fight Another Day, April 2006.

    Compliance in 2006: Blazing Flashes in an Obvious Market, February 2006.

    Top 10 Securities & Investments Trends in 2006, December 2005.

    Shaking Up Prime Brokerage: Unbundling Securities Lending, Financing, and

    Derivatives Transactions, October 2005.

    Future of Electronic Connectivity: In the Aftermath of Regulation NMS, July 2005.

    Regulation NMS: Will the Real Winner Please Stand Up?April 2005.

    Algorithmic Trading: Hype or Reality?, March 2005.

    IT Spending in U.S. Securities & Investments in 2005: A New Beginning, January2005.