From: Mark Murphy [mmurphy@tcrmail.com] Sent: Tuesday, June 29, 2004 1:28 PM To: rule-comments@sec.gov Subject: File No. S7-10-04 To: U.S. Securities and Exchange Commission From: Mark M. Murphy, Senior Vice President, Cornerstone Realty Income Trust, Inc. RE: File No. S7-10-04 As a registered voter in the Commonwealth of Virginia, and as an officer of a company listed on the New York Stock Exchange, I am writing in regard to an SEC proposal which could substantially weaken an important element of investor protection. The trade-through or "best price" rule provides investors assurances they will receive the best price when buying and selling shares of NYSE-listed companies. This principle has served our markets well for several decades now. It ensures that orders, whether large or small, compete on the same basis --- price. The vibrancy of our securities markets derives largely from the liquidity that price competition creates. To the degree that investors are willing to offer better prices their orders should not be ignored. The SEC has proposed allowing institutions to "opt out" of this rule. This means those institutions would have the right to execute at something other than the best price on behalf of their ultimate investors. Professional traders would be encouraged to internalize customer order flow. Taking liquidity out of the market will raise trading costs, widen quoted spreads, and increase volatility. Providing institutions an "opt out" exception creates a regulatory endorsement for the position that price does not matter even when speed and anonymity are relatively equal between markets. It is a bad message to send, and the least sophisticated investors, including those investing in mutual funds, are at greatest risk. Further, when liquidity is fragmented across multiple trading venues the cost of raising capital increases impacting issuers and investors alike. This is a matter of great significance for the American economy broadly as the cost of capital directly impacts our ability to invest in jobs, R&D, expansion, acquisitions, etc. I ask that members of the subcommittee work to keep the best price provisions of the trade-through rule intact. Sincerely, /s/Mark M. Murphy Mark M. Murphy Senior Vice President - Corporate Services Cornerstone Realty Income Trust, Inc. (NYSE: TCR) Mark M. Murphy Senior Vice President-Corporate Services Cornerstone Realty Income Trust, Inc. 306 East Main Street Richmond, VA 23219 PH 804-643-1761 FAX 804-782-9302 email: mmurphy@tcrmail.com