Self-Regulatory Organizations; Proposed Rule Changes:

Federal Register: September 9, 2010 (Volume 75, Number 174)

Notices

Page 54935-54937

From the Federal Register Online via GPO Access [wais.access.gpo.gov]

DOCID:fr09se10-127

SECURITIES AND EXCHANGE COMMISSION

Release No. 34-62820; File No. SR-NYSEAmex-2010-86

Self-Regulatory Organizations; Notice of Filing and Immediate

Effectiveness of Proposed Rule Change by NYSE Amex LLC Extending the

Operation of Its New Market Model Pilot Until the Earlier of Securities and Exchange Commission Approval to Make Such Pilot Permanent or

January 31, 2011

September 1, 2010.

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 August 26, 2010, NYSE Amex LLC (the ``Exchange'' or

``NYSE Amex'') 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 self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

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

\2\ 15 U.S.C. 78a.

\3\ 17 CFR 240.19b-4.

1. 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 September 30, 2010, until the earlier of Securities and Exchange Commission (``SEC'' or

   ``Commission'') approval to make such pilot permanent or January 31, 2011. The text of the proposed rule change is available at the

   Exchange, the Commission's Public Reference Room, on the Commission's website at http://www.sec.gov, and http://www.nyse.com.

2. 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.

   1. Self-Regulatory Organization's Statement of the Purpose of, and

      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.\4\ 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 and

      September 30, 2010, respectively.\5\ The Exchange now seeks to extend the operation of the NMM Pilot, currently scheduled to expire on

      September 30, 2010, until the earlier of Commission approval to make such pilot permanent or January 31, 2011.

      \4\ NYSE 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 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 No. 59575 (March 13, 2009), 74 FR 11803 (March 19, 2009) (SR-NYSEALTR-2009-24).

      \5\ See 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 No. 61030 (November 19, 2009), 74 FR 62365 (November 27, 2009) (SR-NYSEAmex-2009-83). See also Securities

      Exchange Act Release No. 61725 (March 17, 2010), 75 FR 14223 (March 24, 2010) (SR-NYSEAmex-2010-28).

      The Exchange notes that parallel changes are proposed to be made to the rules of New York Stock Exchange LLC.\6\

      \6\ See SR-NYSE-2010-61.

      Background \7\

      \7\ The information contained herein is a summary of the NMM

      Pilot. For a fuller description of the pilot see Securities Exchange

      Act Release No. 58845 (October 24, 2008), 73 FR 64379 (October 29, 2008) (SR-NYSE-2008-46).

      In December 2008, NYSE Amex 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 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, NYSE Amex eliminated the function of specialists on the Exchange creating a new category of market participant, the Designated Market Maker or DMM.\8\ 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 \9\ in their assigned securities and no longer have a negative obligation.

      DMMs are also no longer agents for public customer orders.\10\

      \8\ See NYSE Amex Equities Rule 103.

      \9\ See NYSE Amex Equities Rule 104.

      \10\ See NYSE Amex Equities Rule 60; See also NYSE Amex Equities

      Rules 104 and 1000.

      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 known as the DMM Capital Commitment Schedule (``CCS'').\11\

      CCS

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      provides the Display Book[supreg] \12\ with the amount of shares that the DMM is willing to trade at price points outside, at and inside the

      Exchange Best Bid or Best Offer (``BBO''). CCS interest is separate and distinct from other DMM interest in that it serves as the interest of last resort.

      \11\ See NYSE Amex Equities Rule 1000.

      \12\ The Display Book system is an order management and execution facility. The Display Book system receives and displays orders to the DMMs, contains the order information, and provides a mechanism to execute and report transactions and publish the results to the Consolidated Tape. The Display Book system is connected to a number of other Exchange systems for the purposes of comparison, surveillance, and reporting information to customers and other market data and national market systems.

      The NMM Pilot further modified the logic for allocating executed shares among market participants having trading interest at a price point upon execution of incoming orders. The modified logic rewards displayed orders that establish the Exchange's BBO. During the operation of the NMM Pilot orders, or portions thereof, that establish priority \13\ retain that priority until the portion of the order that established priority is exhausted. Where no one order has established priority, shares are distributed among all market participants on parity.

      \13\ See NYSE Amex Equities Rule 72(a)(ii).

      The NMM Pilot was originally scheduled to end operation on October 1, 2009, or such earlier time as the Commission may determine to make the rules permanent. The Exchange filed to extend the operation of the

      Pilot on three occasions \14\ in order to prepare a rule filing seeking permission to make the above described changes permanent. The Exchange is currently still preparing such formal submission but does not expect that filing to be completed and approved by the Commission before

      September 30, 2010.

      \14\ See supra note 2 [sic].

      Proposal to Extend the Operation of the NMM Pilot

      NYSE Amex established the NMM Pilot to provide incentives for quoting, to enhance competition among the existing group of liquidity providers and add a new competitive market participant. The Exchange believes that the NMM 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 NMM Pilot should be made permanent. Through this filing the Exchange seeks to extend the current operation of the NMM

      Pilot until January 31, 2011, in order to allow the Exchange time to formally submit a filing to the Commission to convert the pilot rules to permanent rules. 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 NMM Pilot provides 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.

      Moreover, the instant filing requesting an extension of the NMM Pilot will permit adequate time for: (i) The Exchange to prepare and submit a filing to make the rules governing the NMM Pilot permanent; (ii) public notice and comment; and (iii) completion of the 19b-4 approval process.

   2. 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.

   3. 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.

3. Date of Effectiveness of the Proposed Rule Change and Timing for

   Commission Action

   Because the foregoing proposed rule change 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, it has become effective pursuant to Section 19(b)(3)(A) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\

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

   \16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires the self-regulatory organization to submit to the

   Commission written notice of its intent to file the proposed rule change, along with a brief description and text of 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 Exchange has satisfied this requirement.

   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.

4. 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-2010-86 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-2010-86. 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 website (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 on official business

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   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 informationthat you wish to make available publicly. All submissions should refer to File Number SR-

   NYSEAmex-2010-86 and should be submitted on or before September 30, 2010.

   For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\17\

   \17\ 17 CFR 200.30-3(a)(12).

   Florence E. Harmon,

   Deputy Secretary.

   FR Doc. 2010-22445 Filed 9-8-10; 8:45 am

   BILLING CODE 8010-01-P