12626 Federal Register / Vol. 77, No. 41 / Thursday, March 1, 2012 / Notices 

8 15 U.S.C. 78s(b)(3)(A)(ii). 

9 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

with routing both Customer and 

Professional orders to away markets. 

The Exchange believes that these fees 

will assist it in recouping costs the 

Exchange incurs by utilizing NOS, in 

maintaining membership fees at away 

markets and technical expenses 

associated with the routing process. The 

proposed fees also continue to recoup 

transaction fees assessed by the 

respective away market, which vary, 

and standard clearing charges for each 

transaction, which fees are incurred by 

the Exchange when routing to away 

markets. 

The Exchange also believes that the 

proposed Routing Fees are equitable and 

not unfairly discriminatory because the 

fees would be uniformly applied to all 

Customers and Professionals. The 

Exchange’s proposed fees are calculated 

to distribute the costs associated with 

routing among the various away 

markets. The Exchange determined not 

to amend the Customer and Professional 

Routing Fees when routing orders in 

MNX and NDX to NOM at this time 

because the Exchange determined that 

in light of other fees, the current fees for 

routing to NOM in MNX and NDX are 

currently within the range of fees that 

are proposed for other away markets. 

The Exchange does not believe that it is 

necessary at this time to assess 

additional fees to route to NOM in MNX 

and NDX above the current $.56 per 

contract fee assessed for Customer and 

Professional orders today. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.8 At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File No. SR– 

Phlx–2012–19 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

No. SR–Phlx–2012–19. This file number 

should be included on the subject line 

if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File No. SR–Phlx–2012– 

19 and should be submitted on or before 

March 22, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–4910 Filed 2–29–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66462; File No. SR–NYSE– 

2012–06] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change 

Amending the Definition of Approved 

Person To Exclude Foreign Affiliates, 

Eliminating the Application Process for 

Approved Persons, and Making 

Related Technical and Conforming 

Changes 

February 24, 2012. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on February 

14, 2012, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

definition of approved person to 

exclude foreign affiliates, eliminate the 

application process for approved 

persons, and make related technical and 

conforming changes. The text of the 

proposed rule change is available at the 

Exchange, the Commission’s Public 

Reference Room, and www.nyse.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 77, No. 41 / Thursday, March 1, 2012 / Notices 12627 

4See 17 CFR 240.19g2–1. Under Rule 19g2–1, a 

national securities exchange is not required to 

enforce compliance, within the meaning of Section 

19(g) of the Act, with the Act and the rules and 

regulations thereunder, to [sic] with respect to 

persons associated with a member, other than 

securities persons or persons who control a 

member. Under Rule 19g2–1(b)(1), a ‘‘securities 

person’’ is defined as a ‘‘person who is a general 

partner or officer (or person occupying a similar 

status or performing similar functions) or employee 

of a member; provided, however, that a registered 

broker or dealer which controls, is controlled by, or 

is under common control with, the member and the 

general partners and officers (and persons 

occupying similar status or performing similar 

functions) and employees of such a registered 

broker or dealer shall be securities persons if they 

effect, directly or indirectly, transactions in 

securities through the member by use of facilities 

maintained or supervised by such exchange or 

association.’’ A foreign broker-dealer not registered 

in the United States that is under common control 

with an NYSE member organization falls outside of 

the definition of ‘‘securities person.’’ 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

definition of approved person to 

exclude foreign affiliates, eliminate the 

application process for approved 

persons, and make related technical and 

conforming changes. Following 

approval of the proposed rule change, 

the Exchange will advise member 

organizations of the implementation 

date of the rule change via Information 

Memo. 

Background 

The current rules governing the 

definition of and application process for 

an approved person are NYSE Rules 2 

and 304. If the definition requirements 

under NYSE Rule 2 are met, then the 

person or entity has to apply to the 

Exchange for approval to register as an 

approved person. This requirement is 

intended to bring certain affiliates of 

Exchange member organizations within 

the Exchange’s jurisdiction and to 

subject such affiliates’ activities to 

Exchange rules to the extent their 

activities are related to the activities of 

the member organization. 

NYSE Rule 2(c) defines the term 

‘‘approved person’’ as ‘‘a person, other 

than a member, principal executive or 

employee of a member organization, 

who controls a member organization or 

is engaged in a securities or kindred 

business that is controlled by or under 

common control with a member or 

member organization who has been 

approved by the Exchange as an 

approved person.’’ NYSE Rule 2(d) 

further defines ‘‘person’’ to include not 

only natural persons, but also 

corporations, limited liability 

companies, partnerships, associations 

and other organized groups of persons. 

NYSE Rule 2(e) defines the term 

‘‘control’’ to mean the power to direct or 

cause the direction of management or 

policies, whether through ownership of 

securities, by contract or otherwise, and 

creates a rebuttable presumption of 

control if the person has a right to vote 

25 percent or more of the voting 

securities, is entitled to receive 25 

percent or more of the net profits, or is 

a director, general partner, or principal 

executive of the member organization. 

NYSE Rule 2(f) defines ‘‘engage in a 

securities or kindred business’’ to mean 

transacting business as a broker or 

dealer in securities. Thus, the current 

definition of approved person includes 

a foreign affiliate of a member 

organization that is engaged in a brokerdealer business, but does not include, 

for example, a registered investment 

company. NYSE Rules 2A(e) and (f) 

further provide that the Exchange has 

jurisdiction after notice and a hearing to 

discipline approved persons in 

connection with the member 

organization’s business and has 

jurisdiction over any and all other 

functions of approved persons in 

connection with the member 

organization’s business in order for the 

Exchange to comply with its statutory 

obligation as a self-regulatory 

organization (‘‘SRO’’). 

NYSE Rules 304 and 311(a) require, 

with limited exceptions, that persons 

who meet the NYSE Rule 2(c) definition 

of an approved person must apply for 

approval by the Exchange as an 

approved person. NYSE Rule 304 

further provides that no person may 

become or remain an approved person 

unless such person meets the standards 

prescribed in the Exchange’s rules, and 

it prescribes the process that an 

applicant must follow to become an 

approved person. Among other things, 

this process involves submission to the 

Exchange of a completed Form AP–1 (in 

the case of a corporation or other legal 

entity) or Forms AD–G 2 and AD–G 3 

(in the case of a natural person, 

collectively referred to as ‘‘AD–G’’), and 

other pertinent information regarding 

the candidate for approval. By executing 

the Form AP–1 or AD–G, as applicable, 

the approved person affirmatively 

consents to the Exchange’s jurisdiction. 

Proposed Rule Change 

The Exchange proposes to amend the 

definition of approved person in NYSE 

Rule 2 to revise the definition of which 

entities are deemed to be under 

‘‘common control’’ with a member 

organization. The Exchange believes 

that the current definition, which 

includes certain foreign affiliates, is 

overbroad and it is unnecessary to assert 

jurisdiction over a foreign affiliate of a 

member organization that does not 

control a member organization. The 

Exchange notes that excluding such 

foreign affiliates from its jurisdiction 

would be consistent with Rule 19g2–1 

under the Securities Exchange Act of 

1934, as amended (the ‘‘Act’’), which 

provides that an exchange is not 

required to enforce compliance with its 

rules against certain persons 4; the 

Exchange has not identified a rule of 

any other SRO that asserts jurisdiction 

over a foreign affiliate under common 

control with a member of that SRO. As 

such, the Exchange proposes to amend 

the definition of approved person so 

that it would include any person, other 

than a member, principal executive or 

employee of a member organization, 

who controls a member organization, is 

engaged in a securities or kindred 

business that is controlled by a member 

or member organization, or is a U.S. 

registered broker-dealer under common 

control with a member organization. 

By changing the definition of 

approved person to exclude certain 

foreign affiliates, the Exchange does not 

intend to eliminate certain controls in 

Exchange rules related to potential 

conflicts of interest associated with 

having a foreign affiliate under common 

control with a member organization. 

Accordingly, the Exchange proposes 

several amendments to its Rules. First, 

the Exchange proposes to amend 

paragraphs (3) and (4) of NYSE Rule 21 

to provide that a member of the 

Exchange’s Board of Directors or an 

authorized committee who is associated 

with a member organization cannot 

participate in the deliberations 

concerning the listing of a security if the 

Director knows that an affiliate of the 

member organization directly or 

indirectly owns one percent or more of 

any class of stock of the issuer or has a 

contract, option, or privilege to 

purchase the security to be listed. 

Second, the Exchange proposes to 

amend NYSE Rule 22 to provide that a 

member of certain NYSE boards and 

committees may not participate in the 

consideration of any matter if there are 

certain types of indebtedness between 

the board or committee member and a 

member organization’s affiliate or other 

mstockstill on DSK4VPTVN1PROD with NOTICES

12628 Federal Register / Vol. 77, No. 41 / Thursday, March 1, 2012 / Notices 

5The Exchange does not believe any amendment 

to NYSE Rules 22, 91, 96, 112, 422, 410A, 460, or 

1301 is necessary as a result of the proposed rule 

change; the Exchange believes such Rules would 

continue to be consistent with the requirements of 

the Exchange Act and the manner in which such 

they address potential conflicts of interest is 

appropriate under the circumstances. 

6Prospective member organization applicants 

must be either a member of FINRA or, if the 

applicant does not transact business with public 

customers or conduct business on the Floor of the 

Exchange, a member of another registered securities 

exchange, before being approved as an Exchange 

member organization. See NYSE Rule 2(b)(i). 

Generally, FINRA or the other exchange already is, 

or will be, designated as the DEA under SEC Rule 

17d–1 and the Exchange will not be designated as 

such. Currently, the Exchange is not the DEA for 

any of its member organizations, but if it were 

designated as the DEA, the Exchange has retained 

FINRA to perform services related to meeting the 

Exchange’s DEA responsibilities for a member 

organization. 

7For example, the rules of FINRA and The 

NASDAQ Stock Market, Inc. do not impose 

application and approval requirements on member 

affiliates. See also note 9, infra. 

8The Exchange proposes to eliminate the text in 

current Rule 304(e)(1), which requires an approved 

person to supply information concerning its 

relationship with the member organization. This 

provision relates to information required to be 

submitted on Form AP–1 or AD–G, and as such it 

is not necessary to retain it in proposed Rule 304. 

9The Exchange notes that FINRA is in the process 

of harmonizing legacy NASD and NYSE Rules, and 

has published a proposal to harmonize membership 

rules. See FINRA Regulatory Notice 10–01. While 

FINRA has proposed that a member firm be 

required to provide certain information about 

affiliates, FINRA has not proposed to adopt the 

approved person definition or application process, 

or assert jurisdiction over such persons. When 

FINRA completes that harmonization process for 

the membership rules, the Exchange will consider 

whether further amendments to its approved person 

rules are advisable. Until such time, the Exchange 

believes that the narrowing of the approved person 

definition and the elimination of the approved 

person application process will remove 

unnecessary complexities and excessive 

informational requirements and thereby reduce 

burdens on membership applicants and member 

organizations while still maintaining high 

regulatory standards consistent with the Act. 

10See Securities Exchange Act Release No. 58549 

(September 15, 2008), 73 FR 54444 (September 19, 

2008) (SR–NYSE–2008–80). 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(5). 

related parties. Third, the Exchange 

proposes to amend NYSE Rule 98A, 

which provides that no issuer, or 

partner or subsidiary thereof, may 

become an approved person of a 

Designated Market Maker (‘‘DMM’’) unit 

that is registered in the stock of that 

issuer, to provide instead that a DMM 

unit may not be registered in a stock of 

an issuer, or a partner or subsidiary 

thereof, if such entity is either an 

approved person or an affiliate of the 

DMM unit’s member organization. 

Finally, the Exchange proposes to 

amend Supplementary Material .30(c) of 

Rule 402 to provide that when securities 

are callable in part under the Rule, a 

member organization may not allocate 

any called securities to the account of 

an affiliate until all customer positions 

have been satisfied.5

The Exchange also proposes to amend 

its rules to remove the requirement that 

the Exchange affirmatively approve each 

application to become an approved 

person. If a person meets the definition 

of an approved person, as proposed, the 

Exchange will obtain jurisdiction by 

consent as described below. The 

Exchange believes that the current 

application process requires the 

submission of a substantial amount of 

information and documents related to 

member organization affiliates that is 

unnecessary to carry out the Exchange’s 

regulatory responsibilities. In particular, 

because the Exchange is no longer the 

Designated Examining Authority 

(‘‘DEA’’) for Exchange member 

organizations,6 the Exchange does not 

believe that it needs to engage in a 

detailed financial review of approved 

persons of its member organization 

applicants. The Exchange further notes 

that other SROs do not require that such 

persons undergo such an application 

and approval process.7 The Exchange, 

therefore, proposes to remove all 

references to an approval process and 

the submission of an application for 

such approval from NYSE Rules 304, 

308, and 311. The Exchange also would 

eliminate use of the Forms AP–1 and 

AD–G. 

Nevertheless, the Exchange’s 

jurisdiction over approved persons in 

accordance with the revised definition 

would remain. Thus, the Exchange 

proposes to amend NYSE Rule 304 to 

provide specifically that a member 

organization would be required to 

identify all of its approved persons to 

the Exchange and each such approved 

person would continue to be required to 

consent to the Exchange’s jurisdiction. 

Specifically, an approved person would 

continue to have to agree to (i) inform 

the Exchange of any statutory 

disqualification of the approved person 

under Section 3(a)(39) of the Act, (ii) 

abide by the Rules of the Exchange 

relating to approved persons, and (iii) 

permit examination by the Exchange, or 

any person designated by it, of its books 

and records to verify the accuracy of the 

information required to be supplied 

under Exchange Rules.8

The focus on identification of 

approved persons by each member 

organization and consent to jurisdiction 

by each approved person, instead of 

review and approval of applications by 

the Exchange, would make the entire 

process more efficient while 

maintaining appropriate regulatory 

standards. The proposed rule change 

would remove unnecessary paperwork 

in the process while holding each 

member organization accountable for 

identifying to the Exchange its affiliates 

and approved persons. The remaining 

jurisdictional requirements for approved 

persons would enable the Exchange to 

continue to pursue matters involving or 

affecting its member organizations.9

The Exchange also proposes to make 

technical and conforming changes to 

other rules. Specifically, the Exchange 

proposes to amend Rule 476A, which 

addresses minor rule violations, to 

correct a citation to Rule 304. The 

Exchange further proposes to make 

technical amendments to replace the 

term ‘‘allied member’’ with ‘‘principal 

executive’’ in Rules 21, 22, 91, 96, 112, 

308, 410A, 422, 460, and 1301 and 

NYSE Rule Interpretation for Rule 304, 

delete ‘‘allied member’’ from Rule 304A, 

and delete NYSE Rule Interpretation for 

Rule 304A entirely; the Exchange 

replaced the term ‘‘allied member’’ with 

the term ‘‘principal executive’’ in an 

earlier rule filing and the proposed 

amendments are consistent with the 

previous rule filing.10

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 11 of the 

Act, in general, and furthers the 

objectives of Section 6(b)(5) 12 in 

particular in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in facilitating 

transactions in securities, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. More specifically, the 

NYSE believes that the proposed 

approved person definition and consent 

to jurisdiction process would remove 

unnecessary complexities and excessive 

informational requirements and create a 

more efficient and less burdensome 

process for membership applicants and 

member organizations while 

maintaining appropriate regulatory 

standards. As such, the proposed rule 

change would contribute to removing 

impediments to and perfecting the 

mechanism of a free and open market 

and a national market system. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 77, No. 41 / Thursday, March 1, 2012 / Notices 12629 

13 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release Nos. 65671 

(November 2, 2011), 76 FR 69774 (SR–NYSEAmex– 

2011–84); 65672 (November 2, 2011), 76 FR 69788 

(SR–NYSE–2011–55). 

4See Letters to the Commission from Sal Arnuk, 

Joe Saluzzi and Paul Zajac, Themis Trading LLC, 

dated October 17, 2011 (‘‘Themis Letter’’); Garret 

Cook, dated November 4, 2011 (‘‘Cook Letter’’); 

James Johannes, dated November 27, 2011 

(‘‘Johannes Letter’’); Ken Voorhies, dated November 

28, 2011 (‘‘Voorhies Letter’’); William Wuepper, 

dated November 28, 2011 (‘‘Wuepper Letter’’); A. 

Joseph, dated November 28, 2011 (‘‘Joseph Letter’’); 

Leonard Amoruso, General Counsel, Knight Capital, 

Inc., dated November 28, 2011 (‘‘Knight Letter’’); 

Kevin Basic, dated November 28, 2011 (‘‘Basic 

Letter’’); J. Fournier, dated November 28, 2011 

(Fournier Letter’’); Ullrich Fischer, CTO, PairCo, 

dated November 28, 2011 (‘‘PairCo Letter’’); James 

Angel, Associate Professor of Finance, McDonough 

School of Business, Georgetown University, dated 

November 28, 2011 (‘‘Angel Letter’’); Jordan Wollin, 

dated November 29, 2011 (‘‘Wollin Letter’’); Aaron 

Schafter, President, Great Mountain Capital 

Management LLC, dated November 29, 2011 (‘‘Great 

Mountain Capital Letter’’); Wayne Koch, Trader, 

Bright Trading, dated November 29, 2011 (‘‘Koch 

Letter’’); Kurt Schact, CFA, Managing Director, and 

James Allen, CFA, Head, Capital Markets Policy, 

CFA Institute, dated November 30, 2011 (‘‘CFA 

Letter’’); David Green, Bright Trading, dated 

November 30, 2011 (‘‘Green Letter’’); Robert Bright, 

Chief Executive Officer, and Dennis Dick, CFA, 

Market Structure Consultant, Bright Trading LLC, 

dated November 30, 2011 (‘‘Bright Trading Letter’’); 

Bodil Jelsness, dated November 30, 2011 (‘‘Jelsness 

Letter’’); Christopher Nagy, Managing Director, 

Order Routing and Market Data Strategy, TD 

Ameritrade, dated November 30, 2011 (‘‘TD 

Ameritrade Letter’’); Laura Kenney, dated 

November 30, 2011 (‘‘Kenney Letter’’); Suhas 

Daftuar, Hudson River Trading LLC, dated 

November 30, 2011 (‘‘Hudson River Trading 

Letter’’); Bosier Parsons, Bright Trading LLC, dated 

November 30, 2011 (‘‘Parsons Letter’’); Mike 

Stewart, Head of Global Equities, UBS, dated 

November 30, 2011 (‘‘UBS Letter’’); Dr. Larry Paden, 

Bright Trading, dated December 1, 2011 (‘‘Paden 

Letter’’); Thomas Dercks, dated December 1, 2011 

(‘‘Dercks Letter’’); Eric Swanson, Secretary, BATS 

Global Markets, Inc., dated December 6, 2011 

(‘‘BATS Letter’’); Ann Vlcek, Director and Associate 

General Counsel, Securities Industry and Financial 

Markets Association, dated December 7, 2011 

(‘‘SIFMA Letter’’); and Al Patten, dated December 

29, 2011 (‘‘Patten Letter’’). 

5See Knight Letter; CFA Letter; TD Ameritrade 

Letter; and letter to the Commission from Shannon 

Jennewein, dated November 30, 2011 (‘‘Jennewein 

Letter’’). 

6See Securities Exchange Act Release No. 66003, 

76 FR 80445 (December 23, 2011). 

7 17 CFR 242.612(c). 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2012–06 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2012–06. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549–1090, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing will 

also be available for inspection and 

copying at the NYSE’s principal office 

and on its Internet Web site at 

www.nyse.com. All comments received 

will be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2012–06 and should be submitted on or 

before March 22, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–4911 Filed 2–29–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66464; File Nos. SR–NYSE– 

2011–55; SR–NYSEAmex–2011–84] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; NYSE 

Amex LLC; Notice of Filing of Partial 

Amendment No. 2 to Proposed Rule 

Changes, as Modified by Amendment 

No. 1, Adopting New Rule 107C To 

Establish a Retail Liquidity Program on 

a Pilot Basis To Attract Additional 

Retail Order Flow to the Exchanges 

February 24, 2012. 

I. Introduction 

On October 19, 2011, New York Stock 

Exchange LLC (‘‘NYSE’’) and NYSE 

Amex LLC (‘‘NYSE Amex’’ and together 

with NYSE, the ‘‘Exchanges’’) each filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to establish a Retail Liquidity 

Program (‘‘Program’’) on a pilot basis for 

a period of one year from the date of 

implementation, if approved. The 

proposed rule changes were published 

for comment in the Federal Register on 

November 9, 2011.3 The Commission 

received 28 comments on the NYSE 

proposal 4 and 4 comments on the NYSE 

Amex proposal.5

On December 19, 2011, the 

Commission designated a longer period 

for Commission action on the proposed 

rule change, until February 7, 2012.6 In 

connection with the proposals, the 

Exchanges requested exemptive relief 

from Rule 612(c) of Regulation NMS,7

which prohibits a national securities 

exchange from accepting or ranking 

certain orders based on an increment 

smaller than the minimum pricing 

mstockstill on DSK4VPTVN1PROD with NOTICES