
This matter involves violations by TD Options of its basic obligation as a specialist to serve public customer orders over its own proprietary interests. As a specialist firm on each of the Exchanges,2 TD Options had a general duty to match executable public customer or “agency” buy and sell orders and not to fill customer orders through trades from the firm’s own account when those customer orders could be matched with other customer orders. From 1999 through 2005 (the “Relevant Period”), TD Options violated this obligation by filling orders through proprietary trades rather than through other customer orders, thereby causing customer orders to be disadvantaged by approximately $5 million. 3. By effecting proprietary transactions that were not part of a course of dealings reasonably necessary to maintain a fair and orderly market, TD Options violated Section 11(b) of the Exchange Act and Rule 11b-1 thereunder. TD Options also violated the following Exchange rules in effect during the Relevant Period: AMEX rules 150(a), 150(b), 155 and 170(d); CBOE rules 8.80 and 8.85; and PHLX rules 1020(c), 1019 and 707.