24236 Federal Register / Vol. 77, No. 78 / Monday, April 23, 2012 / Notices 

14 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 No. 61308 

(January 7, 2010), 75 FR 2573 (January 5, 2010) (SR– 

NYSEAmex–2009–98) (establishing pilot program 

for market participants referred to as 

‘‘Supplemental Liquidity Providers’’ or ‘‘SLPs.’’), 

which is based on the SLP program of the New York 

Stock Exchange, LLC (‘‘NYSE’’). The pilot is 

currently scheduled to end on July 31, 2012. 

4The Exchange may, from time to time, change 

the amounts of the scaled SLP rebates by filing a 

proposed rule change under Rule 19b–4(f)(2) of the 

Act. 17 CFR 240.19b–4(f)(2). 

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–NYSEArca–2012–33 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–NYSEArca–2012–33. 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– 

NYSEArca–2012–33 and should be 

submitted on or before May 14, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–9663 Filed 4–20–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66820; File No. SR– 

NYSEAmex–2012–22] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing of 

Proposed Rule Change Amending 

NYSE Amex Equities Rule 107B To 

Add a Class of Supplemental Liquidity 

Providers That Are Registered as 

Market Makers at the Exchange 

April 17, 2012. 

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 April 4, 

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 and II 

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 

NYSE Amex Equities Rule 107B to add 

a class of Supplemental Liquidity 

Providers (‘‘SLP’’) that are registered as 

market makers at the Exchange. 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 

NYSE Amex Equities Rule 107B (‘‘Rule 

107B’’), which currently operates on a 

pilot basis, to add a class of SLPs that 

are registered as market makers at the 

Exchange. 

Background 

Rule 107B, which was adopted as a 

pilot program in January 2010, 

established a new class of off-Floor 

market participants referred to as 

Supplemental Liquidity Providers or 

‘‘SLPs.’’ 3 Approved Exchange member 

organizations are eligible to be an SLP. 

SLPs supplement the liquidity provided 

by Designated Market Makers (‘‘DMM’’). 

SLPs have monthly quoting 

requirements that may qualify them to 

receive SLP rebates, which are larger 

than the general rebate available to nonSLP market participants. 

The goal of the SLP program is to 

encourage participants to quote more 

often and to add displayed liquidity to 

the market. Thus, Rule 107B(a) requires 

that an SLP maintain a bid and/or an 

offer at the NBB or NBO averaging at 

least 5% of the trading day for each 

assigned security. Meeting this quoting 

requirement will enable an SLP to 

receive the basic SLP rebate (currently 

$0.0032 per executed share) on securityby-security basis and to maintain their 

SLP status.4

To qualify as an SLP under Rule 

107B(c), a member organization is 

subject to a number of conditions, 

including adequate trading 

infrastructure to support SLP trading 

activity, quoting and volume 

performance that demonstrates an 

ability to meet the 5% average quoting 

requirement, and use of specified SLP 

mnemonics. In addition, the business 

unit of the member organization acting 

as an SLP must enter proprietary orders 

only and have adequate information 

barriers between the SLP unit and any 

member organization’s customer, 


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Federal Register / Vol. 77, No. 78 / Monday, April 23, 2012 / Notices 24237 

5Among other things, a ‘‘market maker’’ is 

defined under the Securities Exchange Act of 1934 

(the ‘‘Act’’) as ‘‘any dealer who, with respect to a 

security, holds himself out (by entering quotations 

in an inter-dealer communication system or 

otherwise) as being willing to buy and sell such 

security for his own account on a regular or 

continuous basis.’’ 15 U.S.C. 78c(a)(38). 

6 17 CFR 242.204(a)(3). 

7The Exchange notes that NYSE Arca, Inc. 

(‘‘NYSE Arca’’) has two classes of market makers: 

Lead market makers and regular market makers. 

The proposed SLMM class would have obligations 

similar to those applicable to NYSE Arca regular 

market makers. 

8As part of the application process, a prospective 

SLP would make an election of whether it is 

seeking to be an SLP-Prop or SLMM. Based on this 

election, the Exchange would review the 

application for whether the SLP applicant meets the 

qualification requirements of Rule 107B(c) or 

proposed Rule 107B(d), as applicable. Current SLPs 

may also apply with the Exchange to convert to be 

an SLMM, provided that they meet proposed Rule 

107B(d) qualification requirements. 

9See Securities Exchange Act Release No. 63255 

(Nov. 5, 2010), 75 FR 69484 (Nov. 12, 2010) (SR– 

BATS–2010–025; SR–BX–2010–66; SR–CBOE– 

2010–087; SR–CHX–2010–22; SR–FINRA–2010– 

049; SR–NASDAQ–2010–115; SR–NSX–2010–12; 

SR–NYSE–2010–69; SR–NYSEAmex–2010–96; and 

SR–NYSEArca–2010–83) (order approving 

enhanced quoting requirements for market makers). 

10 17 CFR 240.15c3–1. For purposes of that rule, 

the term ‘‘market maker’’ is defined as ‘‘a dealer 

who, with respect to a particular security, (i) 

Regularly publishes bona fide, competitive bid and 

offer quotations in a recognized interdealer 

quotation system; or (ii) furnishes bona fide 

competitive bid and offer quotations on request; 

and (iii) is ready, willing and able to effect 

transactions in reasonable quantities at his quoted 

prices with other brokers or dealers.’’ 17 CFR 

240.15c3–1(c)(8). 

11Because of the regulatory obligations associated 

with the SLMM Two-Sided Obligations, the 

Exchange believes that requiring dedicated, unique 

mnemonics for SLMM trading activity will enable 

SLMMs to comply with the proposed Rule 

107B(d)(1)(A) requirement to identify such marketmaking quotes to the Exchange. The use of unique 

mnemonics will also facilitate the review by 

FINRA, on behalf of the Exchange and NYSE 

Continued 

research, and investment-banking 

business. Pursuant to Rule 

107B(g)(2)(A), a DMM may also be an 

SLP, but not in the same securities in 

which it is registered as a DMM. 

Rules 107B(d) and (e) currently set 

forth the application process and 

voluntary withdrawal process for SLPs. 

Rule 107B(f) sets forth how the quoting 

requirements are calculated. The 

assignment of SLP securities is set forth 

in Rule 107B(g). Rule 107B(h) specifies 

the entry of orders by SLPs, which may 

only be entered electronically from off 

the Floor of the Exchange from the 

proprietary account of the member 

organization. 

Rule 107B(i) imposes certain nonregulatory penalties if an SLP fails to 

meet the quoting requirements. 

Specifically, an SLP would not be able 

to earn a rebate unless it maintained a 

quote at the NBB or NBO an average of 

5% of the trading day. An SLP is also 

at risk of losing its SLP status if it fails 

to meet the 5% quoting requirement for 

three consecutive months. Rule 107B(j) 

specifies the process for the appeal of 

any non-regulatory penalties. 

Proposed SLP Market Makers 

The Exchange proposes to amend 

Rule 107B to add a category of SLPs that 

would be registered as market makers at 

the Exchange. As proposed, the term 

‘‘SLP’’ would refer to member 

organizations that provide supplemental 

liquidity and there would be two classes 

of SLP. The existing SLP member 

organizations and associated 

requirements would continue 

unchanged and would be applicable to 

a new class of SLPs referred to as ‘‘SLPProp.’’ 

The Exchange proposes to add a new 

class of SLP, referred to as ‘‘SLMM’’, 

which would be registered as market 

makers at the Exchange. As proposed, 

the SLMMs would have differing 

qualification requirements and 

increased regulatory obligations as 

compared to SLP-Props, but would 

otherwise be subject to the existing SLP 

program. Because the Exchange 

proposes that the SLMMs would be 

subject to specified regulatory 

obligations, including the requirement 

to maintain a continuous two-sided 

quote, the Exchange believes that this 

class of registered market makers could 

be eligible for market maker treatment 

under federal rules,5 such as the closeout requirements for fail-to-deliver 

positions applicable to market makers 

under Rule 204 of Regulation SHO.6

As with the SLP program in general, 

SLMMs are intended to supplement the 

liquidity provided by DMMs, and are 

not intended to replace DMMs.7 The 

Exchange proposes to add SLMMs in 

order to assist in the maintenance of a 

fair and orderly market, as reasonably 

practicable. While all securities that 

trade at the Exchange are required to be 

assigned to a DMM, not all securities 

would be required to be assigned to an 

SLMM, which is how the SLP program 

operates today. The Exchange believes 

that the proposed rule change would 

expand the number of member 

organizations eligible to participate in 

the SLP program. In particular, it would 

enable member organizations that are 

registered as market makers on other 

exchanges that are not interested in 

joining the existing proprietary-only 

SLP program to join the SLP program. 

As set forth in the proposed 

amendment to Rule 107B(a), an SLP can 

choose to be either an SLP-Prop or an 

SLMM. As proposed, SLMMs would 

have different qualification 

requirements, specified regulatory 

obligations, expanded entry of order 

requirements, and a security-by-security 

withdrawal ability. SLP-Props and 

SLMMs would be subject to the same 

application and overall program 

withdrawal process, quoting 

requirements, manner by which SLP 

securities are assigned, and nonregulatory penalties. The Exchange does 

not propose to amend those aspects of 

the SLP program that would be 

applicable to both SLP-Props and 

SLMMs.8 For these purposes, the rule 

would continue to refer to ‘‘SLPs,’’ 

which refers to both SLP-Prop and 

SLMM. 

As proposed, the qualification 

requirements specified in Rule 107B(c) 

would be applicable and unchanged to 

SLP-Props. The Exchange proposes to 

add Rule 107B(d) to specify the 

qualification requirements of SLMMs, 

and re-number the rest of Rule 107B 

accordingly. As proposed, to be 

approved, an SLMM would need to 

meet the qualification requirements 

currently set forth in Rule 107B(c)(1), 

and (3)–(5), relating to requirements for 

adequate technology and performance 

history. 

If approved as an SLMM, an SLMM 

must meet specified regulatory 

obligations, which are set forth in 

proposed Rule 107B(d). Because these 

are regulatory obligations, failure to 

comply with these obligations could 

result in disciplinary action. First, 

pursuant to proposed Rule 107B(d)(1), 

the SLMM must maintain a continuous 

two-sided quotation in those securities 

in which the SLMM is registered to 

trade as an SLP (‘‘Two-Sided 

Obligation’’). As proposed, the TwoSided Obligation applicable to SLMMs 

would be virtually identical to the 

market-maker two-sided obligations 

adopted by the equities markets in 

2010.9 Second, pursuant to proposed 

Rule 107B(d)(2), the SLMM would be 

required to maintain net capital in 

accordance with the provisions of Rule 

15c3–1 under the Act, which specifies 

the capital requirements for market 

makers.10 Finally, pursuant to proposed 

Rule 107B(d)(3), the SLMM would be 

required to maintain unique mnemonics 

specifically dedicated to SLMM activity. 

Use of these unique mnemonics will 

enable SLMMs to meet their 

requirement under proposed Rule 

107B(d)(1)(A) to identify their marketmaking activity to the Exchange. As 

proposed, such mnemonics may not be 

used for trading in securities other than 

SLP Securities assigned to the SLMM.11


rmajette on DSK2TPTVN1PROD with NOTICES
24238 Federal Register / Vol. 77, No. 78 / Monday, April 23, 2012 / Notices 

Regulation, Inc., of SLMM compliance with the 

Two-Sided Obligation. 

12The Exchange notes that other exchanges do 

not require information barriers for equities market 

makers. See, e.g., The NASDAQ Stock Market LLC 

(‘‘Nasdaq’’) Rules Series 4600 (Requirements for 

Nasdaq Market Makers and Other Nasdaq Market 

Center Participants) and NYSE Arca Equities Rule 

7, Section 2 (Market Makers). 

13 17 CFR 242.104 (setting forth restrictions on 

entering stabilizing bids or penalty bids in 

connection with an offering of any security). 

14The proposed rule is based on BATS Exchange, 

Inc. (‘‘BATS’’) Rule 11.7(b). As noted below, a 

number of self-regulatory organizations have similar 

provisions, with varying language. 

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

16 15 U.S.C. 78f(b)(5). 

Pursuant to Rule 107B(c)(6), SLPs 

must currently maintain adequate 

information barriers between the SLP 

unit and the member organization’s 

customer, research and investmentbanking business. This requirement 

ensures that the orders submitted by 

SLPs are proprietary only, and are not 

related to any customer-facing business, 

including potentially market-making 

businesses. The Exchange proposes to 

maintain this requirement for SLPProps. However, because market making 

sometimes involves a customer-facing 

business, the Exchange does not believe 

that the information barrier requirement 

is necessary for the proposed SLMMs.12

Accordingly, the Exchange proposes 

that this qualification requirement be 

applicable only to the SLP-Prop class of 

SLPs. 

As a related matter, the Exchange 

proposes to amend Rule 107B(h) (as 

proposed Rule 107B(i)) to modify the 

entry of order requirements. SLP-Prop 

would continue to be required to enter 

proprietary orders only. As proposed, 

SLMMs would similarly be required to 

enter orders for their own account, 

however, they could be entered in either 

a proprietary capacity or a principal 

capacity on behalf of an affiliated or 

unaffiliated person. Accordingly, an 

SLMM could be submitting SLMM 

quotes to the Exchange on behalf of 

customers, or other unaffiliated or 

affiliated persons. 

The Exchange proposes to add an 

additional ability for SLMMs to 

voluntarily withdraw from registration 

as a market maker in a particular 

security. In proposed Rule 107B(f)(2), 

the Exchange proposes that an SLMM 

may withdraw its registration in a 

security by giving written notice to the 

SLP Liaison Committee and FINRA. As 

proposed, the Exchange may require a 

certain minimum notice period for 

withdrawal, and may place such other 

conditions on withdrawal and reregistration following withdrawal, as it 

deems appropriate in the interests of 

maintaining fair and orderly markets. 

An SLMM that fails to give advanced 

written notice of termination to the 

Exchange may be subject to formal 

disciplinary action. 

The Exchange believes that the 

security-by-security withdrawal 

provision will enable SLMMs to comply 

with legal or regulatory requirements 

that may conflict with meeting the 

SLMM requirements. For example, 

permitting an SLMM to withdraw its 

quotations may enable it to meet 

otherwise conflicting obligations under 

Rule 104 of Regulation M.13 In 

particular, because the Exchange will 

always have a DMM assigned to a 

security, the Exchange believes that 

having a flexible policy toward 

withdrawal of registration in a security 

will not harm investors. Moreover, the 

proposed rule is identical to that of 

another exchange.14

The final proposed change to the SLP 

rule is to add to Rule 107B(g) (as 

proposed Rule 107B(h)) that an SLPProp may not also act as an SLMM in 

the same securities in which it is 

registered as an SLP-Prop and vice 

versa. The Exchange believes that under 

the SLP program, a member 

organization should be either an SLPProp or SLMM. However, if a member 

organization has more than one business 

unit, and the SLP-Prop business unit is 

walled off from the SLMM business 

unit, the member organization may 

engage in both an SLP-Prop and SLMM 

business from those different business 

units. Provided there is no coordinated 

trading between the SLP-Prop and 

SLMM business units, they may be 

assigned the same securities. 

The Exchange proposes to implement 

the changes to the SLP program by 

adding the SLMM class effective on the 

first day of the month following 

Commission approval of this proposal. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange. In particular, the Exchange 

believes that its proposal is consistent 

with Section 6(b) of the Act,15 in 

general, and furthers the objectives of 

Section 6(b)(5) of the Act,16 in 

particular, because it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, 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. 

The Exchange believes that adding an 

additional registered market maker 

program to the Exchange will promote 

just and equitable principles of trade as 

it could potentially expand the number 

of market participants trading at the 

Exchange that would be required to 

assist in the maintenance of a fair and 

orderly market, as reasonably 

practicable. In particular, the current 

SLP program is limited solely to 

member organizations that trade for 

their own account, and that are walled 

off from any customer-facing business. 

With the proposed rule change, 

additional market participants, 

including member organizations that are 

registered as market makers on other 

exchanges that engage in a customerfacing business, would be able to 

participate in the SLP program. 

As noted above, the Exchange would 

continue to require that a DMM be 

registered in every security at the 

Exchange, and similar to NYSE Arca’s 

market maker program, which has two 

classes of market maker, the SLMMs 

would provide supplemental liquidity 

in addition to the DMMs. Because the 

proposed SLMMs would be required to 

meet the Two-Sided Obligation 

applicable to all equities market makers, 

the Exchange believes that the proposed 

rule change would also remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system by 

increasing the number of market 

participants that are required to 

maintain a continuous two-sided 

quotation in the securities in which they 

are registered. The Exchange further 

believes that adding additional 

registered market makers would protect 

investors and the public interest by 

providing additional sources of liquidity 

for trading. 

In addition, the Exchange believes 

that the proposed rule change is 

consistent with the requirements of the 

Act because the proposed requirements 

for the SLMMs are based on existing, 

approved requirements for registered 

market makers on other exchanges. In 

addition to the Two-Sided Obligation, 

the proposed SLMMs would also be 

required to assist in the maintenance of 

a fair and orderly market, as reasonably 

practicable, and maintain net capital 

consistent with federal requirements for 

market makers. 

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 


rmajette on DSK2TPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 78 / Monday, April 23, 2012 / Notices 24239 

17 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 No. 58877 

(October 29, 2008), 73 FR 65904 (November 5, 2008) 

(SR–NYSE–2008–108) (establishing pilot program 

for market participants referred to as 

‘‘Supplemental Liquidity Providers’’ or ‘‘SLPs.’’). 

The pilot is currently scheduled to end on July 31, 

2012. 

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–NYSEAmex–2012–22 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-2012–22. 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 

publicly available. All submissions 

should refer to File Number SR– 

NYSEAmex–2012–22 and should be 

submitted on or before May 14, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–9628 Filed 4–20–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66821; File No. SR–NYSE– 

2012–10] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change 

Amending NYSE Rule 107B To Add a 

Class of Supplemental Liquidity 

Providers That Are Registered as 

Market Makers at the Exchange 

April 17, 2012. 

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 April 4, 

2012, New York Stock Exchange LLC 

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

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II 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 

NYSE Rule 107B to add a class of 

Supplemental Liquidity Providers 

(‘‘SLP’’) that are registered as market 

makers at the Exchange. 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 

NYSE Rule 107B, which currently 

operates on a pilot basis, to add a class 

of SLPs that are registered as market 

makers at the Exchange. 

Background 

Rule 107B, which was adopted as a 

pilot program in October 2008, 

established a new class of off-Floor 

market participants referred to as 

Supplemental Liquidity Providers or 

‘‘SLPs.’’ 3 Approved Exchange member 

organizations are eligible to be an SLP. 

SLPs supplement the liquidity provided 

by Designated Market Makers (‘‘DMM’’). 

SLPs have monthly quoting 

requirements that may qualify them to 

receive SLP rebates, which are larger 

than the general rebate available to nonSLP market participants. 

The goal of the SLP program is to 

encourage participants to quote more 

often and to add displayed liquidity to 

the market. Thus, Rule 107B(a) requires 

that an SLP maintain a bid and/or an 

offer at the NBB or NBO averaging at 


rmajette on DSK2TPTVN1PROD with NOTICES