Rule 3b-16

Definitions of Terms Used in Section 3(a)(1) of the Act

a. An organization, association, or group of persons shall be considered to constitute, maintain, or provide "a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange," as those terms are used in section 3(a)(1) of the Act, if such organization, association, or group of persons:

1. Brings together the orders for securities of multiple buyers and sellers; and

2. Uses established, non-discretionary methods (whether by providing a trading facility or by setting rules) under which such orders interact with each other, and the buyers and sellers entering such orders agree to the terms of a trade.

b. An organization, association, or group of persons shall not be considered to constitute, maintain, or provide "a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange," solely because such organization, association, or group of persons engages in one or more of the following activities:

1. Routes orders to a national securities exchange, a market operated by a national securities association, or a broker-dealer for execution; or

2. Allows persons to enter orders for execution against the bids and offers of a single dealer; and

i. As an incidental part of these activities, matches orders that are not displayed to any person other than the dealer and its employees; or

ii. In the course of acting as a market maker registered with a self- regulatory organization, displays the limit orders of such market maker's, or other broker-dealer's, customers; and

A. Matches customer orders with such displayed limit orders; and

B. As an incidental part of its market making activities, crosses or matches orders that are not displayed to any person other than the market maker and its employees.

c. For purposes of this section the term order means any firm indication of a willingness to buy or sell a security, as either principal or agent, including any bid or offer quotation, market order, limit order, or other priced order.

d. (d) For the purposes of this section, the terms bid and offer shall have the same meaning as under § 242.600 of this chapter.

e. The Commission may conditionally or unconditionally exempt any organization, association, or group of persons from the definition in paragraph (a) of this section.