Comment on SR-NYSE-2004-05

December 13, 2004 Mr. Jonathan G. Katz Secretary U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: NYSE Direct+ (File No. SR-NYSE-2004-05) Dear Mr. Katz: 1 The Investment Company Institute appreciates the opportunity to comment on 2amendments to the New York Stock Exchange’s proposal to create a hybrid market. As the 3 4Institute stated in its comment letter on the original hybrid filing, the NYSE’s proposal is an important step in implementing much needed automation on the Exchange. In that letter, we also recommended several modifications to certain aspects of the proposal. While the amendments are an improvement over the original filing, we believe certain modifications continue to be necessary to address our concerns in several areas, most significantly, how the “broker agency interest file” would interact with other orders on the Exchange. As a preliminary matter, given the Commission’s decision to publish a revised form of proposed Regulation NMS for public comment (the details of which have not yet been released), it is unclear how those revisions will impact the operation of the proposed hybrid market or if further changes to the hybrid market proposal will be necessary in order to meet the terms of Regulation NMS. Our comments are, therefore, limited to the hybrid proposal based on our understanding of how it would operate under the originally proposed version of ...