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 October 26, 2009, NYSE Arca, Inc. (“NYSE Arca” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. NYSE Arca filed the proposal pursuant to Section 19(b)(3)(A) ^[4] of the Act and Rule 19b-4(f)(2) ^[5] thereunder. 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 the section of its Schedule of Fees and Charges for Exchange Services (the “Schedule”). While changes to the Schedule pursuant to this proposal will be effective upon filing, the changes will become operative on November 2, 2009. A copy of this filing is available on the Exchange's Web site at http://www.nyse.com, at the Exchange's principal office 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 reduce the volume levels and rates for Tier 1 and Tier 2 effective November 2, 2009. A more detailed description of the proposed changes follows.

Tier 1

Currently Tier 1 rates are applied to ETP Holders and Market Makers that provide liquidity on the Exchange with an average daily volume (“ADV”) per month of 30 million shares and transact a total ADV per month of 90 million shares (includes both adding and removing). Under this proposal Tier 1 rates will be applied to ETP Holders and Market Makers that provide liquidity on the Exchange with an ADV per month of 25 million shares and transact a total ADV per month of 80 million shares. The Exchange will also lower both the rebate for adding liquidity and the fee for removing liquidity. Currently, the rebate for adding liquidity is set at $0.0030 per share, and the fee for removing liquidity is set at $0.0030 per share. Under this proposal the rebate for adding liquidity will be $0.0027 and the fee for removing liquidity will be $0.0027.

Tier 2

Currently Tier 2 rates are applied to ETP Holders and Market Makers that provide liquidity on the Exchange with an ADV per month of 20 million shares and transact a total ADV per month of 60 million shares. Under this proposal Tier 2 rates will be applied to ETP Holders and Market Makers that provide liquidity on the Exchange with an ADV of 15 million shares and transact a total ADV per month of 50 million shares. The Exchange will also lower both the rebate for adding liquidity and the fee for removing liquidity. Currently, the rebate for adding liquidity is set at $0.0028 per share, and the fee for removing liquidity is set at $0.0030 per share. Under this proposal the rebate for adding liquidity will be $0.0026 and the fee for removing liquidity will be $0.0028.

The Exchange recognizes that volumes in November and December can be seasonally lighter during the holidays, and is therefore reducing the Tier 1 and Tier 2 volume requirements to qualify for the Exchange's best rates.

Provide Tier

The Exchange also plans to implement a new Provide Tier. The Provide Tier will be applied to ETP Holders and Market Makers that transact an average daily share volume per month greater than 35 million shares in transactions that provide displayed liquidity to the Exchange. For qualifying customers the Exchange will pay a rebate of $0.0027 per share for transactions that add liquidity in Tape A and Tape C securities. Basic Rate pricing will apply for removing liquidity unless tiered rate volume levels are obtained. For example, firms qualifying for both the Provide Tier and Tier 2 will receive a $0.0027 rebate for providing liquidity and the Tier 2 rate of $0.0028 for removing liquidity.

The proposed changes to the Schedule are part of the Exchange's continued effort to attract and enhance participation on the Exchange, by offering attractive rates and rebates with volume-based incentives. The Exchange believes the proposed fees are reasonable and equitable in that they apply uniformly to all ETP Holders. The proposed changes will become operative on November 2, 2009.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with the provisions of Section 6 [sic] of the Securities Exchange Act of 1934 (the “Act”),^[6] in general, and Section 6(b)(4) of the Act,^[7] 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 proposed changes to the Schedule are part of the Exchange's continued effort to attract and enhance participation on the Exchange, by offering attractive rates and rebates with volume-based incentives. The Exchange believes that the proposed changes to the Schedule are equitable in that they apply uniformly to all Users.

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. ( printed page 58665)

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) ^[8] of the Act and subparagraph (f)(2) of Rule 19b-4 ^[9] thereunder, because it establishes a due, fee, or other charge imposed by NYSE Arca on its members.

At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate 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 torule-comments@sec.gov. Please include File Number SR-NYSEArca-2009-97 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-NYSEArca-2009-97. 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 inspection and copying 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-2009-97 and should be submitted on or before December 4, 2009.