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###### Securities and Exchange Commission

          - [Release No. 34-63072; File No. SR-NYSEAmex-2010-97]

                    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 October 1, 2010, NYSE Amex LLC. (“NYSE Amex” or the “Exchange”) 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 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 2010 Price List for equities to amend the fees charged for taking liquidity and the rebates for providing liquidity for Nasdaq securities traded pursuant to unlisted trading privileges and incorporate an enhanced rebate for larger displayed orders in trades above $5.00 in lieu of the standard rebate, as well as assess monthly fees for the use of all ports that provide connectivity to its equity trading systems. In its table of credits applicable to Supplemental Liquidity Providers (“SLPs”), the Exchange is modifying language referencing the SLP quoting requirement to reflect a recent rule filing that changed the standard from 3% to 5% of the regular trading day in any calendar month in order to receive a financial rebate. The amended pricing will take effect on October 1, 2010. The text of the proposed rule change is available on the Exchange's Web site at                     *http://www.nyse.com,*                     at the Exchange's principal office, on the Commission's Web site at                     *http://www.sec.gov,*                     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 amend its 2010 Price List for equities to modify the structure of (i) fees charged for taking liquidity and (ii) rebates for adding liquidity, to market participants, Supplemental Liquidity Providers (“SLPs”) and Designated Market Makers (“DMMs”), for Nasdaq securities traded pursuant to unlisted trading privileges whose share price is $1.00 or more.

Currently, market participants, SLPs and DMMs are charged a fee of $0.0013 per share for orders in Nasdaq securities traded pursuant to unlisted trading privileges that take liquidity. Under the proposal, the fee will be $0.0023 per share for orders that take liquidity.

Market participants, other than DMMs and SLPs, that provide liquidity in Nasdaq securities traded pursuant to unlisted trading privileges are currently paid a rebate of $0.0019 per share. Under the proposal, such market participants will be paid a rebate of $0.0030 per share.

                    Currently, for orders in Nasdaq securities traded pursuant to unlisted trading privileges that provide liquidity, DMMs, and SLPs that meet their quoting requirements pursuant to Rule 107B, are paid a rebate of $0.0021 per share, and SLPs that do not meet their quoting requirements are paid a rebate of $0.0019 per share for orders that provide liquidity. Under the proposal, the rebate will be $0.0031 per share for                           ( print page 64369)                        orders that provide liquidity for both DMMs and SLPs that meet their quoting requirements while SLPs that provide liquidity but do not meet their quoting requirements will be paid a rebate of $0.0030 per share.                

Additionally, in lieu of the above rebates, the Exchange is proposing to provide a block rebate of $0.0036 per share for executions of displayed liquidity to all market participants and SLPs that provide liquidity in orders in Nasdaq securities traded pursuant to unlisted trading privileges that originally display a minimum of 5,000 shares with a trading price of at least $5.00 per share, for as long as the order is not cancelled in [sic] amount that would reduce the original displayed amount below 5,000 shares. For example, if a 10,000 share order priced above $5.00 displays 10,000 shares, and is then partially executed in the amount of 4,000 shares, the executed 4,000 shares receive the block rebate. The remaining 6,000 shares are still eligible for the block rebate. Additionally, if a 10,000 share order priced above $5.00 displays 10,000 shares, and is then partially canceled in the amount of 6,000 shares, the remaining 4,000 shares will not be eligible for the block rebate and would receive the regular rebate when traded. Finally, if a 10,000 share order priced above $5.00 displays 10,000 shares, and is then partially executed in the amount of 2,000 shares, the executed 2,000 shares receive the block rebate, and the remaining 8,000 shares are still eligible for the block rebate. However, if the client then cancels 6,000 shares, the remaining 2,000 shares are not eligible for the block rebate and will receive the regular rebate when traded. DMMs will receive a block rebate of $0.0036 per share in Nasdaq securities traded pursuant to unlisted trading privileges for executions of the displayed portions of s-Quotes that provide liquidity and display 5,000 shares or more at the time of execution with a trading price of at least $5.00 per share.

Additionally, the Exchange proposes to amend its 2010 Price List for equities to assess monthly fees for the use of all ports that provide connectivity to its equity trading systems. A number of other markets already charge such fees, but the Exchange has not previously done so.

The level of activity with respect to a particular port will not affect the assessment of monthly fees, so even if a particular port that is available to a participant is not used, the participant will still be billed for that port. The monthly fee for ports will be $100 per pair per month up to five pairs, then $500 for each additional five pairs. For example, the fee for seven pairs of ports will be $1,000 per month. Billing for ports will be based on the number of ports on the third business day prior to the end of the month.

                    In its table of credits applicable to SLPs, the Exchange is modifying language referencing the SLP quoting requirement to reflect a recent rule filing that changed the standard from 3% to 5% of the regular trading day in any calendar month in order to receive a financial rebate.[3] 

These changes are intended to be effective immediately for all transactions beginning October 1, 2010.

#### 2. Statutory Basis

                    The Exchange believes that the proposed rule change is consistent with the provisions of Section 6 of the Securities Exchange Act of 1934 (the “Act”),[4]                                          in general, and Section 6(b)(4) of the Act,[5]                                          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 proposal does not constitute an inequitable allocation of fees, as all similarly situated member organizations will be charged the same amount and access to the Exchange's market is offered on fair and non-discriminatory terms.                

### 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) [6]                                          of the Act and subparagraph (f)(2) of Rule 19b-4 [7]                                          thereunder, because it establishes a due, fee, or other charge imposed by NYSE Amex.                

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.

## 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 e-mail to rule-comments@sec.gov.                      Please include File Number SR-NYSEAmex-2010-97 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-2010-97. This file number should be included on the subject line if e-mail 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 website 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                           ( print page 64370)                        submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSEAmex-2010-97 and should be submitted on or before November 9, 2010.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[8] 

Florence E. Harmon,

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.                                                     *See*                         Securities Exchange Act Release No. 62792 (August 30, 2010), 75 FR 54407 (September 7, 2010) (File No. SR-NYSEAmex-2010-85).                    
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4.                             15 U.S.C. 78f(b).                    
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5.                             15 U.S.C. 78f(b)(4).                    
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6.                             15 U.S.C. 78s(b)(3)(A).                    
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7.                             17 CFR 240.19b-4(f)(2).                    
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8.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2010-26109 Filed 10-18-10; 8:45 am]

BILLING CODE 8011-01-P