Order Competition Rule

The Securities and Exchange Commission ("Commission') is proposing to amend the regulation governing the national market system ("NMS') under the Securities Exchange Act of 1934 ("Exchange Act') to add a new rule designed to promote competition as a means to protect the interests of individual investors and to further the objectives of an NMS. The proposed rule would prohibit a restricted competition trading center from internally executing certain orders of individual investors at a price unless the orders are first exposed to competition at that price in a qualified auction operated by an open competition trading center. The proposed rule would also include limited exceptions to this general prohibition. In addition, the Commission is proposing to amend the regulation governing the NMS to add new defined terms included in the proposed rule.