Notices

CANADIAN SECURITIES ADMINISTRATORS NOTICE OF TECHNICAL CORRECTIONS TO AMENDMENTS TO NATIONAL INSTRUMENT 23-101 TRADING RULES

I. INTRODUCTION The Canadian Securities Administrators (the CSA or we) published on November 13, 2009 amendments (November 13 Amendments) to the following instruments:

1. National Instrument 21-101 Marketplace Operation and related Companion Policy 21-101CP; and

2. National Instrument 23-101 Trading Rules (NI 23-101) and related Companion Policy 23-101CP (23-101 CP)

The key part of the November 13 Amendments introduces a framework to require all visible, immediately accessible, better-priced limit orders to be filled before other limit orders at inferior prices, regardless of the marketplace where the order is entered (Order Protection Rule). Other parts of the November 13 Amendments include a prohibition on market participants intentionally entering an order that locks or crosses the market.

II. TECHNICAL CORRECTIONS The technical corrections are to the provisions in NI 23-101 and 23-101CP concerning locked and crossed orders (Locked and Crossed Order Provisions). The provisions prohibit a marketplace participant from intentionally locking or crossing a market by entering a protected order to buy a security at the same price or higher than the best protected offer or entering a protected order to sell a security at the same price or lower than the best protected bid.

The CSA intended to have the Locked and Crossed Order Provisions come into force on January 28, 2010. However, the November 13 Amendments contain a drafting error that does not implement this intention. Consequently, we have corrected this drafting error. As well, certain definitions in NI 23-101 and 23-101CP found in the November 13 Amendments will also be in force on January 28, 2010. The revised amendments are in Appendix A to this Notice.

There is no impact on the implementation date of the Order Protection Rule which remains February 1, 2011.

In Ontario, this corrected version of the Amendments was delivered by the Ontario Securities Commission to the Minister of Finance for approval on Monday, December 13, 2009.

III. QUESTIONS Questions may be referred to any of: Tracey Stern Ontario Securities Commission (416) 593-8167 Elaine Lanouette Autorité des marchés financiers (514) 395-0337 ext.4356 Serge Boisvert Autorité des marchés financiers (514) 395-0337 ext.4358 Lorenz Berner Alberta Securities Commission (403) 355-3889

December 18, 2009

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Sonali GuptaBhaya Ontario Securities Commission (416) 593-2331 Meg Tassie British Columbia Securities Commission (604) 899-6819 Doug Brown Manitoba Securities Commission (204) 945-0605

THE MANITOBA SECURITIES COMMISSION MSC RULE 2009-20 (Section 149.1, The Securities Act)

AMENDMENTS TO NATIONAL INSTRUMENT 21-101 MARKETPLACE OPERATION

Amendments 1.1(1) This Instrument amends National Instrument 21-101 Marketplace Operation. 1.1(2) The definitions in section 1.1 are amended as follows: (a) the definition of "IDA" is repealed and replaced by the following ""IIROC" means the Investment Industry Regulatory Organization of Canada";

(b) the definition of "inter-dealer bond broker" is amended by: (i) striking out "IDA" and substituting "IIROC"; (ii) striking out "By-law No. 36" and substituting "Rule 36"; and (iii) striking out "Regulation 2100" and substituting "Rule 2100"; (c) the definition of "recognized exchange" by repealing and replacing paragraph (b) and substituting with the following:

"(b) in Québec, an exchange recognized by the securities regulatory authority under securities or derivatives legislation as an exchange or self-regulatory organization"; and

(d) the definition of "recognized quotation and trade reporting system" is amended by (i) adding "and Québec" between "British Columbia" and ", a quotation and trade reporting system" in paragraph (a);

(ii) striking out "and" at the end of paragraph (a) and adding "and" at the end of paragraph (b); and (iii) adding the following: "(c) in Québec, a quotation and trade reporting system recognized by the securities regulatory authority under securities or derivatives legislation as an exchange or a self-regulatory organization";

1.1(3) The following subsection is added to section 1.4: "1.4(3) In Québec, the term "security", when used in this Instrument, includes a standardized derivative as this notion is defined in the Derivatives Act.".

1.1(4) Part 10 is amended by: (a) striking out "Disclosure of" in the title of Part 10; and

- 2 -(b) adding the following section after section 10.2: "Discriminatory terms 10.3 With respect to the execution of an order, a marketplace shall not impose terms that have the effect of discriminating between orders that are routed to that marketplace and orders that are entered on that marketplace.".

1.1(5) (a) Subsection 11.5(1) is amended by: (i) adding "and" between "securities," and "a dealer"; (ii) striking out "and a regulation services provider monitoring the activities of marketplaces trading those securities"; and

(iii) adding "with the clock used by a regulation services provider monitoring the activities of marketplaces and marketplace participants trading those securities." at the end of the sentence; and

(b) subsection 11.5(2) is amended by: (i) adding "and" between "securities," and "an inter-dealer bond broker"; (ii) striking out "and a regulation services provider monitoring the activities of marketplaces, inter-dealer bond brokers or dealers trading those securities"; and

(iii) adding "with the clock used by a regulation services provider monitoring the activities of marketplaces, inter-dealer bond brokers or dealers trading those securities." at the end of the sentence.

1.1(6) Part 12 is repealed and replaced with the following: "PART 12 – CAPACITY, INTEGRITY AND SECURITY OF MARKETPLACE SYSTEMS System requirements 12.1 For each of its systems that support order entry, order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing, a marketplace shall

(a) develop and maintain (i) reasonable business continuity and disaster recovery plans; (ii) an adequate system of internal control over those systems; and (iii) adequate information technology general controls, including without limitation, controls relating to information systems operations, information security, change management, problem management, network support and system software support;

(b) in accordance with prudent business practice, on a reasonably frequent basis and, in any event, at least annually,

(i) make reasonable current and future capacity estimates;

- 3 -(ii) conduct capacity stress tests to determine the ability of those systems to process transactions in an accurate, timely and efficient manner; and

(iii) test its business continuity and disaster recovery plans; and (c) promptly notify the regulator or, in Québec, the securities regulatory authority and, if applicable, its regulation services provider, of any material systems failure, malfunction or delay.

System reviews 12.2(1) For each of its systems that support order entry, order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing, a marketplace shall annually engage a qualified party to conduct an independent systems review and prepare a report in accordance with established audit standards to ensure that it is in compliance with paragraph 12.1(a).

12.2(2) A marketplace shall provide the report resulting from the review conducted under subsection (1) to

(a) its board of directors, or audit committee, promptly upon the report’s completion, and (b) the regulator or, in Québec, the securities regulatory authority, within 30 days of providing the report to its board of directors or the audit committee.

Availability of Technology Requirements and Testing Facilities 12.3(1) A marketplace shall make publicly available all technology requirements regarding interfacing with or accessing the marketplace in their final form,

(a) if operations have not begun, for at least three months immediately before operations begin; and (b) if operations have begun, for at least three months before implementing a material change to its technology requirements.

12.3(2) After complying with subsection (1), a marketplace shall make available testing facilities for interfacing with or accessing the marketplace,

(a) if operations have not begun, for at least two months immediately before operations begin; and (b) if operations have begun, for at least two months before implementing a material change to its technology requirements.

12.3(3) A marketplace shall not begin operations until it has complied with paragraphs (1)(a) and (2)(a).

12.3(4) Subsections 12.3(1)(b) and (2)(b) do not apply to a marketplace if the change must be made immediately to address a failure, malfunction or material delay of its systems or equipment if

(a) the marketplace immediately notifies the regulator, or in Québec, the securities regulatory authority, and, if applicable, its regulation services provider of its intention to make the change; and

(b) the marketplace publishes the changed technology requirements as soon as practicable.".

- 4 -1.1(7) Section 14.5 is repealed and replaced with the following: "System requirements 14.5 An information processor shall (a) develop and maintain (i) reasonable business continuity and disaster recovery plans; (ii) an adequate system of internal controls over its critical systems; and (iii) adequate information technology general controls, including, without limitation, controls relating to information systems operations, information security, change management, problem management, network support, and system software support;

(b) in accordance with prudent business practice, on a reasonably frequent basis and in any event, at least annually,

(i) make reasonable current and future capacity estimates for each of its systems; (ii) conduct capacity stress tests of its critical systems to determine the ability of those systems to process information in an accurate, timely and efficient manner; and

(iii) test its business continuity and disaster recovery plans; (c) annually engage a qualified party to conduct an independent systems review and prepare a report in accordance with established audit standards to ensure that it is in compliance with paragraph (a);

(d) provide the report resulting from the review conducted under paragraph (c) to (i) its board of directors or the audit committee promptly upon the report’s completion, and (ii) the regulator or, in Québec, the securities regulatory authority, within 30 days of providing it to the board of directors or the audit committee; and

(e) promptly notify the following of any failure, malfunction or material delay of its systems or equipment

(i) the regulator or, in Québec, the securities regulatory authority; and (ii) any regulation services provider, recognized exchange or recognized quotation and trade reporting system monitoring trading of the securities about which information is provided to the information processor.".

Effective date 1.2 This Instrument comes into force on January 28, 2010. Citation 1.3 This Instrument may be cited as MSC Rule 2009-20.

- 5 -AMENDMENTS TO COMPANION POLICY 21-101CP – To National Instrument 21-101 Marketplace Operation

1.1 Amendments (1) This instrument amends Companion Policy 21-101CP. (2) Part 1 is amended by adding the following section as section 1.4: “1.4 Definition of Regulation Services Provider – The definition of regulation services provider is meant to capture a third party provider that provides regulation services to marketplaces. A recognized exchange or recognized quotation and trade reporting system would not be a regulation services provider if it only conducts these regulatory services for its own marketplace or an affiliated marketplace.”.

(3) Subsection 2.1(7) is amended by: (a) striking out all references to the “IDA” and substituting “IIROC”; and (b) striking out all references to “By-law No. 36” and substituting “Rule 36”; and (c) striking out all references to “Regulation 2100” and substituting “Rule 2100”. (4) Subsection 3.4(5) is amended by striking out the reference to the “IDA” and substituting “IIROC”. (5) Subsection 6.1(6) is amended by striking out “any change to the operating platform of an ATS, the types of securities traded, or the types of subscribers.” and substituting “a change to the information in Exhibits A, B, C, F, G, I, and J of Form 21-101F2.”.

(6) Section 7.1 is repealed and replaced by the following: “7.1 Access Requirements – (1) Section 5.1 of the Instrument sets out access requirements that apply to a recognized exchange and a recognized quotation and trade reporting system. The Canadian securities regulatory authorities note that the requirements regarding access for members do not restrict the authority of a recognized exchange or recognized quotation and trade reporting system to maintain reasonable standards for access. The purpose of these access requirements is to ensure that rules, policies, procedures, fees and practices of the exchange or quotation and trade reporting system do not unreasonably create barriers to access to the services provided by the exchange or quotation and trade reporting system.”.

(7) Section 7.1 is amended by adding the following after subsection (1): “(2) For the purposes of complying with the order protection requirements in Part 6 of NI 23-101, a recognized exchange or recognized quotation and trade reporting system should permit fair and efficient access to

(a) a member or user that directly accesses the exchange or quotation and trade reporting system, (b) a person or company that is indirectly accessing the exchange or quotation and trade reporting system through a member or user, or

(c) a marketplace routing an order to the exchange or quotation and trade reporting system. The reference to "a person or company" in subsection (b) includes a system or facility that is operated

- 6 ­by a person or company and a person or company that obtains access through a member or user. (3) The reference to “services” in paragraph 5.1(b) of the Instrument means all services that may be offered to a person or company and includes all services relating to order entry, trading, execution, routing and data.

(4) Recognized exchanges and recognized quotation and trade reporting systems are responsible for ensuring that the fees they set are in compliance with section 5.1 of the Instrument. In assessing whether its fees unreasonably condition or limit access to its services, a recognized exchange or recognized quotation and trade reporting system should consider a number of factors, including

(a) the value of the security traded, (b) the amount of the fee relative to the value of the security traded, (c) the amount of fees charged by other marketplaces to execute trades in the market, (d) with respect to market data fees, the amount of market data fees charged relative to the market share of the exchange or quotation and trade reporting system, and,

(e) with respect to order-execution terms, including fees, whether the outcome of their application is consistent with the policy goals of order protection.

The Canadian securities regulatory authorities will consider these factors, among others, in determining whether the fees charged by a recognized exchange or recognized quotation and trade reporting system unreasonably condition or limit access to its services. With respect to trading fees, our view is that a trading fee equal to or greater than the minimum trading increment as defined in IIROC's Universal Market Integrity Rules, as amended, would unreasonably condition or limit access to a recognized exchange's or recognized quotation and trade reporting system's services as it would be inconsistent with the policy goals of order protection. Trading fees below the minimum trading increment may also unreasonably condition or limit access to a recognized exchange's or recognized quotation and trade reporting system's services when taking into account factors including those listed above.”.

(8) Section 8.2 is repealed and replaced by the following: “8.2 Access Requirements – (1) Section 6.13 of the Instrument sets out access requirements that apply to an ATS. The Canadian securities regulatory authorities note that the requirements regarding access do not prevent an ATS from setting reasonable standards for access. The purpose of these access requirements is to ensure that the policies, procedures, fees and practices of the ATS do not unreasonably create barriers to access to the services provided by the ATS.”.

(9) Section 8.2 is amended by adding the following: “(2) For the purposes of complying with the order protection requirements in Part 6 of NI 23-101, an ATS should permit fair and efficient access to

(a) a subscriber that directly accesses the ATS, (b) a person or company that is indirectly accessing the ATS through a subscriber, or (c) a marketplace routing an order to the ATS. In addition, the reference to "a person or company" in subsection (b) includes a system or facility that

- 7 ­is operated by a person or company and a person or company that obtains access through a subscriber that is a dealer.

(3) The reference to “services” in paragraph 6.13(b) of the Instrument means all services that may be offered to a person or company and includes all services related to order entry, trading, execution, routing and data.

(4) ATSs are responsible for ensuring that the fees they set are in compliance with section 6.13 of the Instrument. In assessing whether its fees unreasonably condition or limit access to its services, an ATS should consider a number of factors, including

(a) the value of the security traded, (b) the amount of the fee relative to the value of the security traded, (c) the amount of fees charged by other marketplaces to execute trades in the market,

(d) with respect to market data fees, the amount of market data fees charged relative to the market share of the ATS, and,

(e) with respect to order-execution terms, including fees, whether the outcome of their application is consistent with the policy goals of order protection.

The Canadian securities regulatory authorities will consider these factors, among others, in determining whether the fees charged by an ATS unreasonably condition or limit access to its services. With respect to trading fees, our view is that a trading fee equal to or greater than the minimum trading increment as defined in IIROC's Universal Market Integrity Rules, as amended, would unreasonably condition or limit access to an ATS's services as it would be inconsistent with the policy goals of order protection. Trading fees below the minimum trading increment may also unreasonably condition or limit access to an ATS's services when taking into account factors including those listed above.”.

(10) Part 9 is amended by: (a) striking out the first two sentences of subsection 9.1(1) and substituting the following: “(1) Subsection 7.1(1) of the Instrument requires a marketplace that displays orders of exchange-traded securities to any person or company to provide accurate and timely information regarding those orders to an information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider. Section 7.2 requires a marketplace to provide accurate and timely information regarding trades of exchange-traded securities to an information processor or, if there is no information processor, an information vendor that meets the standards set by a regulation services provider.”; and

(b) repealing and replacing subsection 9.1(2) with the following: “(2) In complying with sections 7.1 and 7.2 of the Instrument, a marketplace should not make the required order and trade information available to any other person or company on a more timely basis than it makes that information available to the information processor or information vendor. In addition, any information provided by a marketplace to an information processor or information vendor must include identification of the marketplace and should contain all relevant information including details as to volume, symbol, price and time of the order or trade.”.

- 8 -(11) Part 10 is amended by: (a) striking out “; and” at the end of section 10.1(9); and (b) adding the following as section 10.2: “10.2 Availability of Information – In complying with the requirements in sections 8.1 and 8.2 of the Instrument to provide accurate and timely order and trade information to an information processor or an information vendor that meets the standards set by a regulation services provider, a marketplace, an inter-dealer bond broker or dealer should not make the required order and trade information available to any other person or company on a more timely basis than it makes that information available to the information processor or information vendor.”.

(12) The following is added as section 12.2: “12.2 Discriminatory Terms – Section 10.2 of the Instrument prohibits a marketplace from imposing terms that have the effect of discriminating between orders that are routed to that marketplace and orders that are entered on that marketplace.”.

(13) Section 13.2 is repealed and replaced with the following: “13.2 Synchronization of Clocks – Subsections 11.5(1) and (2) of the Instrument require the synchronization of clocks with a regulation services provider that monitors the trading of the relevant securities on marketplaces, and by, as appropriate, inter-dealer bond brokers or dealers. The Canadian securities regulatory authorities are of the view that synchronization requires continual synchronization using an appropriate national time standard as chosen by a regulation services provider. Even if a marketplace has not retained a regulation services provider, its clocks should be synchronized with any regulation services provider monitoring trading in the particular securities traded on that marketplace. Each regulation services provider will monitor the information that it receives from all marketplaces, dealers and, if appropriate, inter-dealer bond brokers, to ensure that the clocks are appropriately synchronized. If there is more than one regulation services provider, in meeting their obligation to coordinate monitoring and enforcement under section 7.5 of NI 23-101, regulation services providers are required to agree on one standard against which synchronization will occur. In the event there is no regulation services provider, a recognized exchange or recognized quotation and trade reporting system are also required to coordinate with other recognized exchanges or recognized quotation and trade reporting systems regarding the synchronization of clocks.”.

(14) Section 14.1 is repealed and replaced with the following: “14.1 Systems Requirements – This section applies to all the systems of a particular marketplace that are identified in the introduction to section 12.1 of the Instrument.

(1) Paragraph 12.1(a) of the Instrument requires the marketplace to develop and maintain an adequate system of internal control over the systems specified. As well, the marketplace is required to develop and maintain adequate general computer controls. These are the controls which are implemented to support information technology planning, acquisition, development and maintenance, computer operations, information systems support, and security. Recognized guides as to what constitutes adequate information technology controls include ‘Information Technology Control Guidelines’ from The Canadian Institute of Chartered Accountants (CICA) and ‘COBIT’ from the IT Governance Institute.

(2) Paragraph 12.1(b) of the Instrument requires a marketplace to meet certain systems capacity, performance, business continuity and disaster recovery standards. These standards are consistent with prudent business practice. The activities and tests required in this paragraph are to be carried out at

- 9 ­least once a year. In practice, continuing changes in technology, risk management requirements and competitive pressures will often result in these activities being carried out or tested more frequently.

(3) Subsection 12.2(1) of the Instrument requires a marketplace to engage a qualified party to conduct an annual independent assessment of the internal controls referred to in paragraph 12.1(a) of the Instrument. A qualified party is a person or company or a group of persons or companies with relevant experience in both information technology and in the evaluation of related internal controls in a complex information technology environment. Before engaging a qualified party, a marketplace should discuss its choice with the regulator or, in Québec, the securities regulatory authority.

(4) Under section 15.1 of the Instrument, a regulator or the securities regulatory authority may consider granting a marketplace an exemption from the requirement to engage a qualified party to conduct an annual independent systems review and prepare a report under subsection 12.2(1) of the Instrument provided that the marketplace prepare a control self-assessment and file this self-assessment with the regulator or in Québec, the securities regulatory authority. The scope of the self-assessment would be similar to the scope that would have applied if the marketplace underwent an independent systems review. Reporting of the self-assessment results and the timeframe for reporting would be consistent with that established for an independent systems review.

In determining if the exemption is in the public interest, the regulator or securities regulatory authority may consider a number of factors including: the market share of the marketplace, the timing of the last independent systems review, and changes to systems or staff of the marketplace.”.

(15) The following is added as section 14.2: “14.2 Availability of Technology Specifications and Testing Facilities – (1) Subsection 12.3(1) of the Instrument requires marketplaces to make their technology requirements regarding interfacing with or accessing the marketplace publicly available in their final form for at least three months. If there are material changes to these requirements after they are made publicly available and before operations begin, the revised requirements should be made publicly available for a new three month period prior to operations. The subsection also requires that an operating marketplace make its technology specifications publicly available for at least three months before implementing a material change to its technology requirements.

(2) Subsection 12.3(2) of the Instrument requires marketplaces to provide testing facilities for interfacing with or accessing the marketplace for at least two months immediately prior to operations once the technology requirements have been made publicly available. Should the marketplace make its specifications publicly available for longer than three months, it may make the testing available during that period or thereafter as long as it is at least two months prior to operations. If the marketplace, once it has begun operations, proposes material changes to its technology systems, it is required to make testing facilities publicly available for at least two months before implementing the material systems change.

(3) Subsection 12.3(4) of the Instrument provides that if a marketplace must make a change to its technology requirements regarding interfacing with or accessing the marketplace to immediately address a failure, malfunction or material delay of its systems or equipment, it must immediately notify the regulator or, in Québec, the securities regulatory authority, and, if applicable, its regulation services provider. We expect the amended technology requirements to be made publicly available as soon as practicable, either while the changes are being made or immediately after.”.

(16) Part 16 is amended by: (a) repealing and replacing subsection 16.1(2) with the following:

- 10 - “(2) An information processor is required under subsection 14.4(2) of the Instrument to provide timely, accurate, reliable and fair collection, processing, distribution and publication of information for orders for, and trades in, securities. The Canadian securities regulatory authorities expect that in meeting this requirement, an information processor will ensure that all marketplaces, inter-dealer bond brokers and dealers that are required to provide information are given access to the information processor on fair and reasonable terms. In addition, it is expected that an information processor will not give preference to the information of any marketplace, inter-dealer bond broker or dealer when collecting, processing, distributing or publishing that information.

(3) An information processor is required under subsection 14.4(5) of the Instrument to provide prompt and accurate order and trade information, and to not unreasonably restrict fair access to the information. As part of the obligation relating to fair access, an information processor is expected to make the disseminated and published information available on terms that are reasonable and not discriminatory. For example, an information processor will not provide order and trade information to any single person or company or group of persons or companies on a more timely basis than is afforded to others, and will not show preference to any single person or company or group of persons or companies in relation to pricing.”;

(b) striking out “which are not unreasonably discriminatory” from paragraph 16.2(1)(b); and (c) adding the following as section 16.4: “16.4 System Requirements – Section 14.1 of this Companion Policy contains guidance on the systems requirements as it applies to an information processor.”.

1.2 Effective Date – This instrument comes into force on January 28, 2010.

- 11 -THE MANITOBA SECURITIES COMMISSION MSC RULE 2009-21 (Section 149.1, The Securities Act)

AMENDMENTS TO NATIONAL INSTRUMENT 23-101 TRADING RULES

Amendments 1.1(1) This Instrument amends National Instrument 23-101 Trading Rules. 1.1(2) The following definitions are added to section 1.1: "automated functionality" means the ability to (a) immediately allow an incoming order that has been entered on the marketplace electronically to be marked as immediate-or-cancel;

(b) immediately and automatically execute an order marked as immediate-or-cancel against the displayed volume;

(c) immediately and automatically cancel any unexecuted portion of an order marked as immediate-or-cancel without routing the order elsewhere;

(d) immediately and automatically transmit a response to the sender of an order marked as immediate-or-cancel indicating the action taken with respect to the order; and

(e) immediately and automatically display information that updates the displayed orders on the marketplace to reflect any change to their material terms;

“protected bid” means a bid for an exchange-traded security, other than an option (a) that is displayed on a marketplace that provides automated functionality; and (b) about which information is required to be provided pursuant to Part 7 of NI 21-101 to an information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider;

“protected offer” means an offer for an exchange-traded security, other than an option, (a) that is displayed on a marketplace that provides automated functionality; and (b) about which information is required to be provided pursuant to Part 7 of NI 21-101 to an information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider; and

“protected order” means a protected bid or protected offer”. 1.1(2.1) The following definitions are added to section 1.1: "calculated-price order" means an order for the purchase or sale of an exchange-traded security, other than an option, that is entered on a marketplace and for which the price of the security

(a) is not known at the time of order entry; and

- 12 - (b) is not based, directly or indirectly, on the quoted price of an exchange-traded security at the time the commitment to execute the order was made;

"closing-price order" means an order for the purchase or sale of an exchange-traded security, other than an option, that is

(a) entered on a marketplace on a trading day; and (b) subject to the conditions that (i) the order be executed at the closing sale price of that security on that marketplace for that trading day; and

(ii) the order be executed subsequent to the establishment of the closing price; "directed-action order" means a limit order for the purchase or sale of an exchange-traded security, other than an option, that,

(a) when entered on or routed to a marketplace is to be immediately (i) executed against a protected order with any remainder to be booked or cancelled; or (ii) placed in an order book; (b) is marked as a directed-action order; and (c) is entered or routed at the same time as one or more additional limit orders that are entered on or routed to one or more marketplaces, as necessary, to execute against any protected order with a better price than the order referred to in paragraph (a);