Self-Regulatory Organizations; NYSE Alternext U.S. LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Conform Its Rules With Those of the New York Stock Exchange

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) and Rule 19b-4 thereunder, notice is hereby given that, on November 26, 2008, NYSE Alternext U.S. LLC (the “Exchange” or “NYSE Alternext”) 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.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to amend certain NYSE Alternext Equities Rules to conform with amendments to certain NYSE Rules filed by the New York Stock Exchange LLC (“NYSE”), and also additional technical amendments.

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. The text of the proposed rule change is available on the Exchange's Web site, at the Exchange's principal office, and at the Commission's Public Reference Room.

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

The purpose of the proposed rule changes is to amend certain NYSE Alternext Equities Rules to conform with amendments to certain NYSE Rules filed by the NYSE.

Background

As described more fully in a related rule filing, 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 U.S. LLC, and will continue to operate as a national securities exchange registered under Section 6 of the Act. The effective date of the Merger was October 1, 2008.

In connection with the Merger, the Exchange will relocate all equities trading conducted on the Exchange legacy trading systems and facilities located at 86 Trinity Place, New York, New York (the “86 Trinity Trading Systems”), to trading systems and facilities located at 11 Wall Street, New York, New York (the “Equities Relocation”). The Exchange's equity trading systems and facilities at 11 Wall Street (the “NYSE Alternext Trading Systems”) will be operated by the NYSE on behalf of the Exchange.

Similarly, the Exchange will relocate the trading of certain debt securities currently conducted on the 86 Trinity Trading Systems to an automated bond trading system (the “Bonds Relocation”) that will be operated by the NYSE on behalf of the Exchange (“NYSE Alternext Bonds”). The Exchange will also relocate all options trading currently conducted on the 86 Trinity Trading Systems to new facilities of the Exchange to be located at 11 Wall Street, which will use a trading system based on the options trading system used by NYSE Arca, Inc. (“NYSE Arca”) (the “Options Relocation”).

Post-Merger, all Exchange members and member organizations that were authorized to trade on the Exchange before the Merger will receive trading permits (referred to as “86 Trinity Permits”) that authorize continued trading on the 86 Trinity Trading Systems. Holders of the 86 Trinity Permits are eligible to apply for NYSE Alternext equities trading licenses or options trading permits upon the Equities or Options Relocation, as applicable. In addition, pursuant to the Merger, all NYSE Alternext members and member organizations that apply for NYSE Alternext equities trading licenses are automatically waived in as NYSE members and member organizations. Similarly, all NYSE members and member organizations are automatically waived in as NYSE Alternext members and member organizations.

The NYSE Alternext Equities Rules

In order to implement the Equities and Bonds Relocations, the Exchange adopted NYSE Rules 1-1004 as the NYSE Alternext Equities Rules to govern all equities trading on the NYSE Alternext Trading Systems and NYSE Alternext Bonds. Because the NYSE Alternext Trading Systems and NYSE Alternext Bonds will be operated by the NYSE on behalf of the Exchange, the NYSE Alternext Equities Rules are substantially identical to the existing NYSE Rules, subject to such changes as were necessary to apply the rules to the Exchange. The NYSE Alternext Equities Rules are based on the NYSE Rules in their form as of July 18, 2008. NYSE Alternext Equities Rule 86, which is the principal rule governing trading on NYSE Alternext Bonds, is based on NYSE Rule 86 in the form it existed as of October 1, 2008.

Proposed Amendments to NYSE Alternext Equities Rules

The NYSE Alternext Equities Rules will become operative as of the date of the Equities and Bonds Relocations. In the interim period since the filing and approval of the Equities Relocation, the NYSE has filed rule changes to some of its rules governing trading on its trading systems that would also impact trading on the NYSE Alternext Trading Systems and NYSE Alternext Bonds. The Exchange therefore proposes to amend the NYSE Alternext Equities Rules to conform to these rule changes, subject to such minor, technical changes as are necessary to apply the amended rules to the Exchange. Unless specifically noted, NYSE Alternext is proposing no substantive changes in this filing from the rule text approved for NYSE by the Commission or adopted pursuant to an immediately effective filing. The changes are summarized broadly below:

• Revisions and amendments to various NYSE Alternext and NYSE Alternext Equities rules necessary to implement the “New Market Model” adopted by the NYSE (“NMM”);

• Revision of Rule 98-NYSE Alternext Equities and amendments to related rules (including the deletion of Rule 102-NYSE Alternext Equities) concerning the structure and operation of member organization specialist (now known as “DMMs”) units and risk management;

• Revisions to Rules 103A-NYSE Alternext Equities and 103B-NYSE Alternext Equities, Non-NYSE Alternext Equities Rule 476A, and amendments to related rules (including the deletion of Rule 106-NYSE Alternext Equities) concerning the allocation of registered securities to DMMs;

• Amendments to various member firm conduct rules that are “Common Rules” shared with NYSE and the Financial Industry Regulatory Authority (“FINRA”) to conform with changes made by FINRA to its versions of these rules;

• Amendments to Rule 48-NYSE Alternext Equities concerning extremely volatile market conditions and closing procedures;

• Adoption of Rule 123B.30-NYSE Alternext Equities to provide for a standard sponsored access provision for the Exchange;

• Amendments to Rule 123D-NYSE Alternext Equities regarding the elimination of the provision governing sub-penny trading halts;

• Modification of Rule 1000-NYSE Alternext Equities to change the Liquidity Replenishment Point (“LRP”) values;

• Amendments to Rule 431-NYSE Alternext Equities to codify the portfolio margin program set forth in paragraph (g) regarding (i) monitoring concentrated equity positions and (ii) timing of day trading margin calls;

• Adoption of an operative date of March 31, 2009, for Rule 92(c)(3)-Alternext Equities, to correspond with the operative date of NYSE Rule 92(c)(3); and

• Technical amendments to Rule 17-NYSE Alternext Equities.

As noted in footnote 11, NYSE Alternext is retaining the net capital requirements it adopted with the NYSE Alternext Equities Rules (see current Rule 104.20, .23 and .24-NYSE Alternext Equities) but it will move them to new Rules 103.20 and .21-NYSE Alternext Equities to track the rule organization adopted by the NYSE. The Exchange is also adding provisions in 103.20(a)(i) and (ii) to provide that any Structured Products that are not subject to a trading halt pursuant to Rule 123D(4)-NYSE Alternext Equities as of the date of the Equities Relocation will be eligible to be allocated to a DMM if necessary until the security is halted and traded on NYSE Arca in accordance with that rule.

The Exchange is also adding provisions (vii) through (x) to 103.20(a)-NYSE Alternext Equities. These provisions address DMM net capital issues, including the use of financing to meet net capital requirements, the requirement that a DMM meet the net capital requirements without including an investment account and the so-called “early warning” requirements. These provisions were supposed to have been included in the original NYSE Alternext Equities filing but were mistakenly not included.

In addition, the Exchange proposes to amend Rule 440H-NYSE Alternext Equities concerning accumulated Section 31 fees held by the Exchange and its members and member organizations. In May 2008, the Commission approved Amex's (the Exchange's predecessor) adoption of Commentary .01 to Rule 393, which allows firms, on a one-time-only basis, to voluntarily remit to the Exchange historically accumulated Section 31 funds, which may be used to pay the Exchange's current Section 31 fees. In addition, a member or member organization may designate all or part of the accumulated fees held by the Exchange and allocated to such member to be used by the Exchange in accordance with the Rule. To the extent the payment of these historically accumulated funds or Exchange accumulated funds is in excess of the Section 31 fees due the Commission from the Exchange, such surplus shall be used by the Exchange to offset regulatory costs. The Exchange recently filed to extend the provisions of Commentary .01 to Rule 393 until January 13, 2009, and proposes amendments to Rule 440H-NYSE Alternext Equities to accommodate the extension and to ensure its applicability to Exchange members and member organizations operating under the NYSE Alternext Equities Rules after the Equities Relocation.

The Exchange also proposes to adopt a new Rule 128-NYSE Alternext Equities concerning clearly erroneous executions, which will be operative until January 9, 2009. As described in the related rule filing, at the time the Exchange adopted the NYSE Alternext Equities Rules, it did not import the NYSE's rule governing clearly erroneous executions (NYSE Rule 128) because it was under review and was anticipated that it would be amended prior to the date of the Equities Relocation. However, that has not happened and the Exchange now proposes to delete the current Rule 128-NYSE Alternext Equities and adopt a new Rule 128-NYSE Alternext Equities that is based on the NYSE's current Rule 128. In this way the two exchanges will have the same clearly erroneous execution procedures that are operative during the same time frame.

Finally, the Exchange proposes additional technical amendments to Rules 51-, 55-, 61-, 72-, 79A-, 86- and 123D-NYSE Alternext Equities to reflect proper internal cross-references to other NYSE Alternext Equities rules and to Rules 342.16-.19-NYSE Alternext Equities to add text inadvertently left out of the NYSE Alternext Equities rule set when it was adopted.

Operative Date

The Exchange proposes that the operative date of the proposed rule changes be the date of the Equities and Bonds Relocations, currently scheduled for December 1, 2008.

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act, in general, and furthers the objectives of Section 6(b)(5) of the Act, in particular, in that 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 proposed rule changes also support the principles of Section 11A(a)(1) of the Act in that they seek to ensure the economically efficient execution of securities transactions and fair competition among brokers and dealers and among exchange markets. The Exchange believes that the proposed rule changes are necessary and appropriate to reflect the recent changes to the NYSE Alternext market, the NYSE Alternext Trading Systems and the member conduct rules that govern NYSE Alternext members and member organizations.

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 Exchange believes that this proposal qualifies for immediate effectiveness upon filing as a non-controversial rule change pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder. The Exchange asserts that the proposed rule change (i) Will not significantly affect the protection of investors or the public interest, (ii) will not impose any significant burden on competition, and (iii) by its terms, will not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest.

NYSE Alternext has requested that the Commission waive the 30-day operative delay and designate the proposal as operative as of December 1, 2008. NYSE Alternext notes that it has previously announced its intention to relocate its equities and bonds trading from the 86 Trinity Trading Systems to the NYSE Alternext Trading Systems and NYSE Alternext Bonds on December 1, 2008, and has previously advised the Commission staff of its intention to harmonize the rules between NYSE and NYSE Alternext in order to facilitate this transition. NYSE Alternext further notes that relocating the trading is a complex operation that involves numerous simultaneous actions. NYSE Alternext argues that the 30-day waiting period would make it impossible for NYSE Alternext to meet the December 1, 2008 relocation deadline, which would adversely affect the competitiveness of the Exchange and its members, and would impair the ability of investors and public customers of those members to effectively trade their securities.

Moreover, the Exchange believes that this filing is non-controversial because it raises no novel issues and is consistent with the Commission's prior approvals of the rule filings upon which this filing is modeled. As noted above, the proposed rule change is based on rule text that was previously approved by the Commission for NYSE or previously submitted by NYSE for immediate effectiveness. Except as specifically noted, and subject to such minor technical changes as are necessary to apply the rules to the Exchange, NYSE Alternext is adopting the NYSE rules in the form that they were approved by the Commission for NYSE.

The Commission hereby grants the Exchange's request and believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. The rules being adopted through this filing are based on previously established rules of NYSE (or in a few cases Amex), and they do not appear to raise any novel or significant issues. Furthermore, waiving the operative delay will facilitate the Equities and Bonds Relocations, which are scheduled to occur on December 1, 2008. Therefore, the Commission designates the proposal operative as of December 1, 2008.

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-NYSEALTR-2008-10 on the subject line.

Paper Comments

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEALTR-2008-10. 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 inspection and copying in the Commission's Public Reference Room, 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-NYSEALTR-2008-10 and should be submitted on or before December 24, 2008.