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###### Securities and Exchange Commission

          - [Release No. 34-66776; File No. SR-NYSEAmex-2012-20]

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that, on March 29, 2012, NYSE Amex LLC (“NYSE Amex” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. 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 its Price List to raise the Supplemental Liquidity Provider (“SLP”) rebate and raise the NYSE Crossing Session II (“NYSE CSII”) rate and fee cap. 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 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 Statutory Basis for, the Proposed Rule Change

#### 1. Purpose

The Exchange proposes to amend its Price List to raise the SLP rebate and raise the NYSE CSII rate and fee cap.

The Exchange proposes to raise the SLP rebate from $0.0027 to $0.0032 per share per transaction for SLPs that add liquidity to the Exchange in securities with a per share price of $1.00 or more if the SLP meets the 5% average or more quoting requirement in an assigned security pursuant to NYSE Amex Equities Rule 107B.

The Exchange also proposes to raise the NYSE CSII rate from $0.0001 to $0.0002 per transaction and raise the fee cap from $50,000 to $100,000 per month per member organization for NYSE Amex Equities listed securities and, separately, NYSE Amex Equities traded securities.

The Exchange proposes to make the rule change operative on April 1, 2012.

#### 2. Statutory Basis

                    The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Securities Exchange                           ( print page 22625)                        Act of 1934 (the “Act”),[3]                                          in general, and Section 6(b)(4) of the Act,[4]                                          in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its members and other persons using its facilities. The Exchange believes that the increased rebate for SLPs is reasonable because it will promote liquidity on the Exchange. The Exchange believes that the increased rebate for SLPs and the proposed fee and cap increase for NYSE CSII are an equitable allocation of fees because all similarly situated member organizations will be subject to the same fee structure and access to the Exchange's market is offered on fair and non-discriminatory terms. In addition, the proposed increased NYSE CSII fee and fee cap are the same as the NYSE CSII fee and fee cap on the New York Stock Exchange (“NYSE”).[5]                                          The Exchange also believes that increasing the fee for NYSE CSII transactions and the monthly cap that is currently applicable thereto is reasonable, equitable and not unfairly discriminatory because it would more closely align the NYSE CSII rate with the other rates within the Price List,[6]                                          while maintaining a cap for member organizations that are particularly active during NYSE CSII.                

### 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 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

                    The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) [7]                                          of the Act and subparagraph (f)(2) of Rule 19b-4 [8]                                          thereunder, because it establishes a due, fee, or other charge imposed by the NYSE Amex.                

At any time within 60 days of the filing of such 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.

## 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 Number SR-NYSEAmex-2012-20 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-NYSEAmex-2012-20. 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 the 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 Number SR-NYSEAmex-2012-20 and should be submitted on or before May 7, 2012.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[9] 

Kevin M. O'Neill,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             15 U.S.C. 78f(b).                    
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4.                             15 U.S.C. 78f(b)(4).                    
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5.                                                     *See*                         NYSE Price List 2012, dated March 1, 2012,                         *available at https://usequities.nyx.com/​sites/​usequities.nyx.com/​files/​nyse_​price_​list_​03.01.12_​mmr.pdf.*
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6.                             For example, except for transactions that are free, both the current and proposed NYSE CSII rate of $0.0001 and $0.0002, respectively, are substantially less than the next lowest fee within the Price List (i.e., the $0.0005 rate for Discretionary e-Quotes and verbal agency interest by floor brokers).                    
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7.                             15 U.S.C. 78s(b)(3)(A).                    
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8.                             17 CFR 240.19b-4(f)(2).                    
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9.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2012-9009 Filed 4-13-12; 8:45 am]

BILLING CODE 8011-01-P