1284 Federal Register / Vol. 78, No. 5 / Tuesday, January 8, 2013 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 61308 

(January 7, 2010), 75 FR 2573 (January 15, 2010) 

(SR–NYSEAmex–2009–98) (establishing the NYSE 

Amex Equities SLP Pilot). See also Securities 

Exchange Act Release Nos. 61841 (April 5, 2010), 

75 FR 18560 (April 12, 2010) (SR–NYSEAmex– 

2010–33) (extending the operation of the SLP Pilot 

to September 30, 2010); 62814 (September 1, 2010), 

75 FR 54671 (September 8, 2010) (SR–NYSEAmex– 

2010–88) (extending the operation of the SLP Pilot 

to January 31, 2011); 63615 (December 29, 2010), 76 

FR 611 (January 5, 2011) (SR–NYSEAmex–2010– 

123) (extending the operation of the SLP Pilot to 

August 1, 2011); 64772 (June 29, 2011), 76 FR 39455 

(July 6, 2011) (SR–NYSEAmex–2011–44) (extending 

the operation of the SLP Pilot to January 31, 2012); 

66041 (December 23, 2011), 76 FR 82328 (December 

30, 2011) (SR–NYSEAmex–2011–103) (extending 

the operation of the SLP Pilot to July 31, 2012); and 

67496 (July 25, 2012), 77 FR 45390 (July 31, 2012) 

(SR–NYSEMKT–2012–22) (extending the operation 

of the SLP Pilot to January 31, 2013). 

6The information contained herein is a summary 

of the NMM Pilot and the SLP Pilot. See supra note 

5 and Infra note 7 for a fuller description of those 

pilots. 

7See Securities Exchange Act Release No. 58845 

(October 24, 2008), 73 FR 64379 (October 29, 2008) 

(SR–NYSE–2008–46). 

8See NYSE Rule 103. 

9See NYSE Rule 107B and NYSE MKT Rule 

107B—Equities. NYSE amended the monthly 

volume requirements to an ADV that is a specified 

percentage of NYSE CADV. See Securities Exchange 

Act Release No. 67759 (August 20, 2012), 77 FR 

54939 (September 6, 2012) (SR–NYSEMKT–2012– 

38). 

10See Securities Exchange Act Release Nos. 

58877 (October 29, 2008), 73 FR 65904 (November 

5, 2008) (SR–NYSE–2008–108) (adopting SLP Pilot 

program); 59869 (May 6, 2009), 74 FR 22796 (May 

14, 2009) (SR–NYSE–2009–46) (extending SLP Pilot 

program until October 1, 2009); 60756 (October 1, 

2009), 74 FR 51628 (October 7, 2009) (SR–NYSE– 

2009–100) (extending SLP Pilot program until 

November 30, 2009); 61075 (November 30, 2009), 

74 FR 64112 (December 7, 2009) (SR–NYSE–2009– 

119) (extending SLP Pilot program until March 30, 

2010); 61840 (April 5, 2010), 75 FR 18563 (April 12, 

2010) (SR–NYSE–2010–28) (extending the SLP Pilot 

until September 30, 2010); 62813 (September 1, 

2010), 75 FR 54686 (September 8, 2010) (SR–NYSE– 

2010–62) (extending the SLP Pilot until January 31, 

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–ICEEU–2012–11 and 

should be submitted on or before 

January 29, 2013. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–00084 Filed 1–7–13; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68458; File No. SR– 

NYSEArca–2012–139] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade First 

Trust Preferred Securities and Income 

ETF Under NYSE Arca Equities Rule 

8.600 

December 18, 2012. 

Correction 

In notice document 2012–30888 

appearing on pages 76148–76155 in the 

issue of December 26, 2012, make the 

following correction: 

On page 76155, in the first column, in 

the 14th line, ‘‘January 14, 2013’’ should 

read ‘‘January 16, 2013’’. 

[FR Doc. C1–2012–30888 Filed 1–7–13; 8:45 am] 

BILLING CODE 1505–01–D 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68557; File No. SR– 

NYSEMKT–2012–85] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Extending the Operation 

of Its Supplemental Liquidity Providers 

Pilot (Rule 107B—Equities) Until the 

Earlier of the Securities and Exchange 

Commission’s Approval To Make Such 

Pilot Permanent or July 31, 2013 

January 2, 2013. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

18, 2012, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 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 extend the 

operation of its Supplemental Liquidity 

Providers Pilot (‘‘SLP Pilot’’ or ‘‘Pilot’’) 

(See Rule 107B—Equities), currently 

scheduled to expire on January 31, 

2013, until the earlier of the Securities 

and Exchange Commission’s 

(‘‘Commission’’) approval to make such 

Pilot permanent or July 31, 2013. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

operation of its SLP Pilot,5 currently 

scheduled to expire on January 31, 

2013, until the earlier of Commission 

approval to make such Pilot permanent 

or July 31, 2013. 

Background 6

In October 2008, the New York Stock 

Exchange LLC (‘‘NYSE’’) implemented 

significant changes to its market rules, 

execution technology and the rights and 

obligations of its market participants all 

of which were designed to improve 

execution quality on the NYSE. These 

changes were all elements of the NYSE’s 

and the Exchange’s enhanced market 

model referred to as the ‘‘New Market 

Model’’ (‘‘NMM Pilot’’).7 The NYSE SLP 

Pilot was launched in coordination with 

the NMM Pilot (see NYSE Rule 107B). 

As part of the NMM Pilot, NYSE 

eliminated the function of specialists on 

the Exchange creating a new category of 

market participant, the Designated 

Market Maker or ‘‘DMM.’’ 8 Separately, 

the NYSE established the SLP Pilot, 

which established SLPs as a new class 

of market participants to supplement 

the liquidity provided by DMMs.9

The NYSE adopted NYSE Rule 107B 

governing SLPs as a six-month pilot 

program commencing in November 

2008. This NYSE pilot has been 

extended several times, most recently to 

January 31, 2013.10 The NYSE is in the 


srobinson on DSK4SPTVN1PROD with 
Federal Register / Vol. 78, No. 5 / Tuesday, January 8, 2013 / Notices 1285 

2011); 63616 (December 29, 2010), 76 FR 612 

(January 5, 2011) (SR–NYSE–2010–86) (extending 

the operation of the SLP Pilot to August 1, 2011); 

64762 (June 28, 2011), 76 FR 39145 (July 5, 2011) 

(SR–NYSE–2011–30) (extending the operation of 

the SLP Pilot to January 31, 2012); 66045 (December 

23, 2011), 76 FR 82342 (December 30, 2011) (SR– 

NYSE–2011–66) (extending the operation of the 

SLP Pilot to July 31, 2012); and 67493 (July 25, 

2012), 77 FR 45388 (July 31, 2012) (SR–NYSE– 

2012–27) (extending the operation of the SLP Pilot 

to January 31, 2013). 

11See SR–NYSE–2012–76. 

12See Securities Exchange Act Release No. 61308 

(January 7, 2010), 75 FR 2573 (January 15, 2010) 

(SR–NYSEAmex–2009–98). 

13The NMM Pilot was scheduled to expire on 

January 31, 2013 as well. On December 18, 2012, 

the Exchange filed to extend the NMM Pilot until 

July 31, 2013 (See SR–NYSEMKT–2012–84). 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(6). 

process of requesting an extension of 

their SLP Pilot until July 31, 2013 or 

until the Commission approves the pilot 

as permanent.11 The extension of the 

NYSE SLP Pilot until July 31, 2013 runs 

parallel with the extension of the NMM 

pilot until July 31, 2013, or until the 

Commission approves the NMM Pilot as 

permanent. 

Proposal To Extend the Operation of the 

NYSE MKT SLP Pilot 

The Exchange established the SLP 

Pilot to provide incentives for quoting, 

to enhance competition among the 

existing group of liquidity providers, 

including the DMMs, and add new 

competitive market participants. NYSE 

MKT Rule 107B—Equities is based on 

NYSE Rule 107B. NYSE MKT Rule 

107B—Equities was filed with the 

Commission on December 30, 2009, as 

a ‘‘me too’’ filing for immediate 

effectiveness as a pilot program.12 The 

Exchange’s SLP Pilot is scheduled to 

end operation on January 31, 2013 or 

such earlier time as the Commission 

may determine to make the rules 

permanent. 

The Exchange believes that the SLP 

Pilot, in coordination with the NMM 

Pilot and the NYSE SLP Pilot, allows 

the Exchange to provide its market 

participants with a trading venue that 

utilizes an enhanced market structure to 

encourage the addition of liquidity, 

facilitate the trading of larger orders 

more efficiently and operates to reward 

aggressive liquidity providers. As such, 

the Exchange believes that the rules 

governing the SLP Pilot (NYSE MKT 

Rule 107B—Equities) should be made 

permanent. 

Through this filing the Exchange 

seeks to extend the current operation of 

the SLP Pilot until July 31, 2013, in 

order to allow the Exchange to formally 

submit a filing to the Commission to 

convert the SLP Pilot rule to a 

permanent rule. The Exchange is 

currently preparing a rule filing seeking 

permission to make the Exchange’s SLP 

Pilot permanent, but does not expect 

that filing to be completed and 

approved by the Commission before 

January 31, 2013.13

2. Statutory Basis 

The basis under the Securities 

Exchange Act of 1934 (the ‘‘Act’’) for 

this proposed rule change is the 

requirement under Section 6(b)(5) that 

an exchange have rules that are 

designed 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 the instant filing is consistent with 

these principles because the SLP Pilot 

provides its market participants with a 

trading venue that utilizes an enhanced 

market structure to encourage the 

addition of liquidity and operates to 

reward aggressive liquidity providers. 

Moreover, the instant filing requesting 

an extension of the SLP Pilot will 

permit adequate time for: (i) The 

Exchange to prepare and submit a filing 

to make the rules governing the SLP 

Pilot permanent; (ii) public notice and 

comment; and (iii) completion of the 

19b–4 approval process. 

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 

Because the foregoing proposed rule 

does not (i) Significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate if 

consistent with the protection of 

investors and the public interest, 

provided that the self-regulatory 

organization has given the Commission 

written notice of its intent to file the 

proposed rule change at least five 

business days prior to the date of filing 

of the proposed rule change or such 

shorter time as designated by the 

Commission, the proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 14 and 

Rule 19b–4(f)(6) thereunder.15

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 rulecomments@sec.gov. Please include File 

Number SR–NYSEMKT–2012–85 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–NYSEMKT–2012–85. 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 


srobinson on DSK4SPTVN1PROD with 
1286 Federal Register / Vol. 78, No. 5 / Tuesday, January 8, 2013 / Notices 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5NYSE Euronext acquired The Amex 

Membership Corporation (‘‘AMC’’) pursuant to an 

Agreement and Plan of Merger, dated January 17, 

2008 (the ‘‘Merger’’). In connection with the Merger, 

the Exchange’s predecessor, the American Stock 

Exchange LLC (‘‘Amex’’), a subsidiary of AMC, 

became a subsidiary of NYSE Euronext called NYSE 

Alternext US LLC. See Securities Exchange Act 

Release No. 58673 (September 29, 2008), 73 FR 

57707 (October 3, 2008) (SR–NYSE–2008–60 and 

SR–Amex–2008–62) (approving the Merger). 

Subsequently, NYSE Alternext US LLC was 

renamed NYSE Amex LLC, which was then 

renamed NYSE MKT LLC and continues to operate 

as a national securities exchange registered under 

Section 6 of the Securities Exchange Act of 1934, 

as amended (the ‘‘Act’’). See Securities Exchange 

Act Release Nos. 59575 (March 13, 2009), 74 FR 

11803 (March 19, 2009) (SR–NYSEALTR–2009–24) 

and 67037 (May 21, 2012), 77 FR 31415 (May 25, 

2012) (SR–NYSEAmex–2012–32). 

6See Securities Exchange Act Release No. 60758 

(October 1, 2009), 74 FR 51639 (October 7, 2009) 

(SR–NYSEAmex–2009–65). See also Securities 

Exchange Act Release Nos. 61030 (November 19, 

2009), 74 FR 62365 (November 27, 2009) (SR– 

NYSEAmex–2009–83) (extending Pilot to March 30, 

2010); 61725 (March 17, 2010), 75 FR 14223 (March 

24, 2010) (SR–NYSEAmex–2010–28) (extending 

Pilot to September 1, 2010); 62820 (September 1, 

2010), 75 FR 54935 (September 9, 2010) (SR– 

NYSEAmex–2010–86) (extending Pilot to January 

31, 2011); 63615 (December 29, 2010), 76 FR 611 

(January 5, 2011) (SR–NYSEAmex–2010–123) 

(extending Pilot to August 1, 2011); 64773 (June 29, 

2011), 76 FR 39453 (July 6, 2011) (SR–NYSEAmex– 

2011–43) (extending Pilot to January 31, 2012); 

66042 (December 23, 2011), 76 FR 82326 (December 

30, 2011) (SR–NYSEAmex–2011–102) (extending 

Pilot to July 31, 2012); and 67495 (July 25, 2012), 

77 FR 45406 (July 31, 2012) (SR–NYSEMKT–2012– 

21) (extending the Pilot to January 31, 2013). 

7See SR–NYSE–2012–75. 

8The information contained herein is a summary 

of the NMM Pilot. See Securities Exchange Act 

Release No. 58845 (October 24, 2008), 73 FR 64379 

(October 29, 2008) (SR–NYSE–2008–46) for a fuller 

description. 

9See NYSE MKT Rule 103—Equities. 

10See NYSE MKT Rule 104—Equities. 

11See NYSE MKT Rule 60—Equities; see also 

NYSE MKT Rules 104—Equities and 1000— 

Equities. 

business days between the hours of 

10:00 a.m. and 3:00 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 Number SR– 

NYSEMKT–2012–85 and should be 

submitted on or before January 29, 2013. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–00078 Filed 1–7–13; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68559; File No. SR– 

NYSEMKT–2012–84] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Extending the Operation 

of Its New Market Model Pilot Until the 

Earlier of Securities and Exchange 

Commission Approval To Make Such 

Pilot Permanent or July 31, 2013 

January 2, 2013. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

18, 2012, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 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 extend the 

operation of its New Market Model 

Pilot, currently scheduled to expire on 

January 31, 2013, until the earlier of 

Securities and Exchange Commission 

(‘‘Commission’’) approval to make such 

pilot permanent or July 31, 2013. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

operation of its New Market Model Pilot 

(‘‘NMM Pilot’’) that was adopted 

pursuant to its merger with the New 

York Stock Exchange LLC (‘‘NYSE’’).5

The NMM Pilot was approved to operate 

until October 1, 2009. The Exchange 

filed to extend the operation of the Pilot 

to November 30, 2009, March 30, 2010, 

September 30, 2010, January 31, 2011, 

August 1, 2011, January 31, 2012, July 

31, 2012, and January 31, 2013, 

respectively.6 The Exchange now seeks 

to extend the operation of the NMM 

Pilot, currently scheduled to expire on 

January 31, 2013, until the earlier of 

Commission approval to make such 

pilot permanent or July 31, 2013. 

The Exchange notes that parallel 

changes are proposed to be made to the 

rules of NYSE.7

Background 8

In December 2008, the Exchange 

implemented significant changes to its 

equities market rules, execution 

technology and the rights and 

obligations of its equities market 

participants all of which were designed 

to improve execution quality on the 

Exchange. These changes are all 

elements of the Exchange’s enhanced 

market model that it implemented 

through the NMM Pilot. 

As part of the NMM Pilot, the 

Exchange eliminated the function of 

equity specialists on the Exchange 

creating a new category of market 

participant, the Designated Market 

Maker or DMM.9 The DMMs, like 

specialists, have affirmative obligations 

to make an orderly market, including 

continuous quoting requirements and 

obligations to re-enter the market when 

reaching across to execute against 

trading interest. Unlike specialists, 

DMMs have a minimum quoting 

requirement 10 in their assigned 

securities and no longer have a negative 

obligation. DMMs are also no longer 

agents for public customer orders.11

In addition, the Exchange 

implemented a system change that 

allowed DMMs to create a schedule of 

additional non-displayed liquidity at 

various price points where the DMM is 

willing to interact with interest and 

provide price improvement to orders in 

the Exchange’s system. This schedule is 


srobinson on DSK4SPTVN1PROD with