Aug. 18, 2026
Vanessa A. Countryman Secretary U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090 Re: The Trade-Through Rule and Locked and Crossed Markets Provisions of Regulation NMS, File No. S7-2026-20 Dear Ms. Countryman: I am writing to urge the Securities and Exchange Commission (SEC) to withdraw its proposal to rescind Rule 611 of Regulation NMS, the trade-through rule, as well as the related provisions governing locked and crossed markets. The SEC's proposal would eliminate an important investor protection that has helped ensure investors receive the best available prices when buying and selling securities. The Commission should not weaken protections for investors in the name of simplifying market structure or accommodating emerging trading technologies. Rule 611 serves a straightforward and important purpose: it generally prevents a trading venue from executing an investor's order at an inferior price when a better protected price is publicly available elsewhere. Eliminating this protection would leave investors more dependent on the ability and willingness of brokers to locate the best price on every transaction. That is particularly concerning because, as Better Markets has explained in its August 17, 2026 comment letter, the SEC does not currently have a comprehensive federal best-execution rule that would adequately replace Rule 611. The SEC previously proposed a best-execution rule in 2022 but subsequently withdrew it. FINRA's existing best-execution standard is principles-based and does not provide the same trade-by-trade protection against inferior executions. The SEC therefore risks creating a significant gap in investor protection: eliminating Rule 611 without first establishing a stronger, enforceable best-execution framework. As Better Markets states, the proposal effectively leaves investors to fend for themselves when attempting to obtain the best available prices. The proposal also threatens the National Best Bid and Offer. The NBBO provides investors with a critical market-wide reference for evaluating prices and execution quality. Publicly displayed quotations on exchanges contribute to price discovery and create incentives for competition among market participants. Removing trade-through protections could reduce the incentive for market makers to display aggressively priced quotations. If displayed orders are less likely to receive executions when they establish the best available price, market participants could have less reason to provide displayed liquidity. That could result in wider spreads, weaker price discovery, diminished liquidity, and higher effective trading costs for investors. The SEC itself acknowledges that rescinding Rule 611 could reduce displayed liquidity, yet the Commission has stated that it cannot reasonably estimate the amount of order flow that could move away from exchanges. That uncertainty should be a reason for caution-not a reason to eliminate an established investor protection. Investor protection should not be sacrificed to facilitate tokenized securities and cryptocurrency markets. The SEC should not restructure the traditional equity markets primarily to accommodate a technology or industry whose trading model may not fit existing investor-protection requirements. Better Markets' analysis points out that decentralized venues and automated market makers can have difficulty complying with Rule 611 because their pricing and execution structures differ from those of traditional exchanges. If existing investor protections create challenges for tokenized securities, the appropriate response is to determine how those emerging markets can develop while maintaining meaningful protections for investors-not to eliminate protections from the broader securities markets. There is no sound policy reason to make the equity markets more like less-protective crypto markets. If anything, the SEC should be considering whether emerging markets can adopt stronger standards for execution quality and price protection. There is a better alternative. I recognize that the current market structure has problems. Rule 611 can contribute to fragmentation by requiring brokers to monitor protected quotations across numerous trading venues, including venues with limited liquidity. That does not mean, however, that the appropriate solution is to abolish the rule entirely. A more responsible approach would be to reform Rule 611 while retaining its fundamental investor-protection function. One potential approach, previously identified by the U.S. Treasury Department, would be to remove protected-quote status from exchanges that fail to meet a minimum liquidity threshold. Such an approach could address unnecessary market fragmentation without abandoning investors' right to protection from inferior prices. The SEC's statutory mission includes protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation. Those objectives are not advanced by exposing investors to potentially worse execution prices, weaker displayed liquidity, and greater uncertainty about whether they are receiving the best available price. I therefore respectfully urge the Commission to: 1. Withdraw its proposal to rescind Rule 611 of Regulation NMS. 2. Maintain meaningful trade-through protections for investors. 3. Strengthen, rather than weaken, best-execution requirements. 4. Conduct additional analysis of the potential effects on spreads, displayed liquidity, price discovery, and the NBBO before considering any repeal of Rule 611. 5. Consider targeted reforms to address market fragmentation, including minimum liquidity thresholds for protected quotations. 6. Ensure that the development of tokenized securities and other emerging technologies does not come at the expense of established investor protections. The SEC's August 2026 proposal comes at a time when Americans increasingly rely on financial markets for retirement savings, investment accounts, and long-term financial security. Investors should not have to accept worse prices simply because the market structure is changing. Modernization should mean better markets-not weaker protections. The Commission should reject the proposal to rescind Rule 611 and pursue reforms that improve market efficiency while preserving the fundamental principle that investors deserve access to the best available prices. Respectfully, Robert E. Rutkowski