[Federal Register Volume 79, Number 150 (Tuesday, August 5, 2014)]
[Notices]
[Pages 45562-45565]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-18435]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72721; File No. SR-NYSE-2014-37]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending Its Price List Related to Co-Location Services

July 30, 2014.
    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 July 23, 2014, New York Stock Exchange LLC (``NYSE'' 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. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes amend its Price List related to co-location 
services. The Exchange proposes to implement the fee change effective 
July 28, 2014. 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 amend its Price List related to co-
location services. The Exchange proposes to implement the fee change 
effective July 28, 2014.\4\ The proposed change is intended to, among 
other things, streamline the offerings available to Users in the data 
center, make the Price List easier to understand and administer, and 
eliminate references to services that would be discontinued because 
they are no longer utilized by Users.\5\
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    \4\ The Securities and Exchange Commission (``Commission'') 
initially approved the Exchange's co-location services in Securities 
Exchange Act Release No. 62960 (September 21, 2010), 75 FR 59310 
(September 27, 2010) (SR-NYSE-2010-56) (the ``Original Co-location 
Approval''). The Exchange operates a data center in Mahwah, New 
Jersey (the ``data center'') from which it provides co-location 
services to Users.
    \5\ For purposes of the Exchange's co-location services, the 
term ``User'' includes (i) member organizations, as that term is 
defined in NYSE Rule 2(b); (ii) Sponsored Participants, as that term 
is defined in NYSE Rule 123B.30(a)(ii)(B); and (iii) non-member 
organization broker-dealers and vendors that request to receive co-
location services directly from the Exchange. See, e.g., Securities 
Exchange Act Release No. 65973 (December 15, 2011), 76 FR 79232 
(December 21, 2011) (SR-NYSE-2011-53). As specified in the Price 
List, a User that incurs co-location fees for a particular co-
location service pursuant thereto would not be subject to co-
location fees for the same co-location service charged by the 
Exchange's affiliates NYSE MKT LLC and NYSE Arca, Inc. See 
Securities Exchange Act Release No. 70206 (August 15, 2013), 78 FR 
51765 (August 21, 2013) (SR-NYSE-2013-59).
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Cages
    A User is able to purchase a cage to house its cabinets within the 
data center. A cage would typically be purchased by a User that has 
several cabinets within the data center and that wishes to arrange its 
cabinets contiguously while also enhancing privacy around its cabinets. 
The Exchange charges fees for cages based on the size of the cage, 
which directly corresponds to the number of cabinets housed therein.\6\ 
The Exchange proposes to amend the Price List to reflect that a User 
must have at least two cabinets in the data center to purchase a cage. 
Existing pricing for cages would not change.
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    \6\ See Securities Exchange Act Release No. 67666 (August 15, 
2012), 77 FR 50742 (August 22, 2012) (SR-NYSE-2012-18).
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LCN CSP Access
    The Exchange's ``Liquidity Center Network'' (``LCN'') is a local 
area network that is available in the data center. A User is currently 
able to act as a content service provider (a ``CSP'' User) and deliver 
services to another User in the data center (a ``Subscribing'' 
User).\7\ These services could include, for example, order routing/
brokerage services and/or data delivery services. LCN CSP connections 
allow the CSP User to send data to, and communicate with, all the 
properly authorized Subscribing Users at once, via a specific, 
dedicated LCN connection (an ``LCN CSP'' connection). The Price List 
includes related pricing.
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    \7\ Id.
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    The Exchange proposes to discontinue the one gigabit (``Gb'') LCN 
CSP connection offering, which is no longer utilized by Users, and to 
remove references to related pricing from the Price List. The 10 Gb LCN 
CSP connection offering would remain available, as would the related 
pricing in the Price List. Also, a CSP User would remain able to 
deliver its services to a Subscribing User via direct cross connect, as 
is currently the case and as was the case prior to the introduction of 
the LCN CSP connection offering.
Bundled Network Access
    A User is currently able to select from three ``bundled'' 
connectivity options, at various bandwidths (i.e., one, 10 and 40 Gb), 
when connecting to the data center. The Exchange proposes to 
discontinue ``bundled'' connectivity options that are no longer 
utilized by Users and to remove references to related pricing from the 
Price List. In particular, the Exchange would discontinue (1) ``Option 
2'' completely, (2) the 10 Gb LX and 40 Gb bandwidth ``bundles'' under 
``Option 1,'' and (3) the one Gb, 10 Gb LX and 40 Gb ``bundles'' under 
Option 3. Current ``Option 3'' would be renumbered as ``Option 2.''
Initial Install Services
    When a User selects a new cabinet in the data center it is charged 
the ``Initial Install Services'' fee ($800 per dedicated cabinet or 
$400 for per eight-rack unit in a partial cabinet), which includes 
initial racking of equipment in the cabinet, provision of a certain 
number of cables (10 per dedicated cabinet or five per eight-rack unit 
in a partial cabinet), and a certain number of hours of labor (four per 
dedicated cabinet or two per eight-rack unit in a partial cabinet).\8\
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    \8\ The Exchange explained the Initial Install Services fee when 
it introduced partial cabinet offerings. See Securities Exchange Act 
Release No. 71122 (December 18, 2013), 78 FR 77739 (December 24, 
2013) (SR-NYSE-2013-81).

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[[Page 45563]]

    The Exchange proposes that the Initial Install Services would no 
longer limit the number of cables that are included and that references 
to those limits would be removed from the Price List. A User would 
therefore be provided with the number of cables required to provision 
the cabinet for initial installation. The existing limit on the number 
of labor hours included would remain.
Hot Hands and Related Services
    The Exchange currently offers a ``Hot Hands Service,'' which allows 
Users to use on-site data center personnel to maintain User 
equipment.\9\ The applicable fee in the Price List for Hot Hands 
Service is $200 per hour if scheduled during normal business hours 
(i.e., on non-Exchange holidays, Monday to Friday, 9 a.m. to 5 p.m.) 
and if scheduled at least one day in advance. A higher fee applies if, 
for example, the Hot Hands Service is scheduled during extended 
business hours (i.e., Monday to Friday, 5 p.m. to 9 a.m., Exchange 
holidays, and weekends, if scheduled at least one day in advance) or if 
the Hot Hands Service is ``expedited'' (i.e., if not scheduled at least 
one day in advance).
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    \9\ See Original Co-location Approval.
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    The Exchange proposes to consolidate all the current categories of 
Hot Hands Service under a single Hot Hands Service category and charge 
a single rate of $100 per half hour. The proposed $100 per half hour 
charge would be equivalent to the existing $200 per hour rate in the 
Price List, except that it would reflect a charge for Hot Hands Service 
in half hour increments. The other existing rates that currently apply 
to Hot Hands Service during extended business hours or for expedited 
Hot Hands Service would be discontinued.
    Several other related services described in the Price List are 
available to Users, for which the same $200 per hour rate applies as is 
currently applicable for the standard Hot Hands Service, as follows: 
\10\
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    \10\ Id.
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 ``Rack and Stack''
     Installation of one server in a User's cabinet. This 
service encompasses handling, unpacking, tagging, and installation of 
the server as well as one network connection within the User's rack.
 ``Install and Document Cable''
     Labor charges to install and document the fitting of 
cable(s) in a User's cabinet(s) in excess of the cables included in the 
cabinet Initial Install Services fee (as described above); and
     ``Technician Support Service--Non Emergency''
     Network technician equipped to support User network 
troubleshooting activity and to provide all necessary testing 
instruments to support the User request. One prior day's notice is 
required.
    The Exchange proposes to perform these services under the single 
Hot Hands Service category proposed above, at the proposed Hot Hands 
Service rate of $100 per half hour. Because of the elimination of the 
limit on the number of cables included with the Initial Install 
Services fee, the ``Install and Document Cable'' service that would be 
subsumed into the Hot Hands Service fee would apply to additional labor 
hours needed to complete an initial install above the amount of time 
included in the Initial Install Services fee (i.e., greater than four 
hours per dedicated cabinet or two hours per eight-rack unit in a 
partial cabinet).
    Several other related services described in the Price List are 
available to Users in the data center for which the service fee is 
different than the current $200 per hour Hot Hands Service fee, as 
follows: \11\
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    \11\ Id.
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     ``Power Recycling''--$50 per reset.
     Reboot of power on one server or switch as well as 
observing and reporting on the status of the reboot back to the User.
     ``Equipment Maintenance Call Escalation''--$100 per call.
     Hardware maintenance-break fix services.
     ``Technician Support Service--Emergency''--$325 per hour.
     Network technician equipped to support User network 
troubleshooting activity and to provide all necessary testing 
instruments to support the User request. Two hour notice is required.
    The Exchange also proposes to perform these services under the 
single Hot Hands Service category proposed above, similarly at the 
proposed Hot Hands Service rate of $100 per half hour.
Obsolete Dates
    Certain services in the data center that are described in the Price 
List identify introductory dates during which discounted pricing had 
been in effect. These dates have passed. The Exchange proposes to 
eliminate the obsolete references to these dates. This proposed change 
would have no impact on pricing.
General
    As is the case with all Exchange co-location arrangements, (i) 
neither a User nor any of the User's customers would be permitted to 
submit orders directly to the Exchange unless such User or customer is 
a member organization, a Sponsored Participant or an agent thereof 
(e.g., a service bureau providing order entry services); (ii) use of 
the co-location services proposed herein would be completely voluntary 
and available to all Users on a non-discriminatory basis; \12\ and 
(iii) a User would only incur one charge for the particular co-location 
service described herein, regardless of whether the User connects only 
to the Exchange or to the Exchange and one or both of its 
affiliates.\13\
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    \12\ As is currently the case, Users that receive co-location 
services from the Exchange will not receive any means of access to 
the Exchange's trading and execution systems that is separate from, 
or superior to, that of other Users. In this regard, all orders sent 
to the Exchange enter the Exchange's trading and execution systems 
through the same order gateway, regardless of whether the sender is 
co-located in the data center or not. In addition, co-located Users 
do not receive any market data or data service product that is not 
available to all Users, although Users that receive co-location 
services normally would expect reduced latencies in sending orders 
to, and receiving market data from, the Exchange.
    \13\ See SR-NYSE-2013-59, supra note 5 at 51766. The Exchange's 
affiliates have also submitted the same proposed rule change to 
propose the changes described herein. See SR-NYSEMKT-2014-61 and SR-
NYSEArca-2014-81.
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    The proposed change is not otherwise intended to address any other 
issues relating to co-location services and/or related fees, and the 
Exchange is not aware of any problems that Users would have in 
complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\14\ in general, and furthers the 
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\15\ in 
particular, because it provides for the equitable allocation of 
reasonable dues, fees, and other charges among its members, issuers and 
other persons using its facilities and does not unfairly discriminate 
between customers, issuers, brokers or dealers.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed change is reasonable 
because the Exchange offers the services described herein as a 
convenience to Users, but in doing so incurs certain costs, including 
costs related to the data center facility, hardware and equipment and 
costs related to personnel required for initial installation and 
ongoing monitoring, support and maintenance of

[[Page 45564]]

such services. The Exchange believes that the proposed change is 
consistent with the Act because it would permit the Exchange to 
streamline the offerings available to Users in the data center, make 
the Price List easier to understand and administer, and eliminate 
references in the Price List to services that would be discontinued 
because they are no longer utilized by Users.
    The Exchange believes that it is reasonable to require that a User 
have a minimum of two cabinets in the data center in order to purchase 
a cage because a User with one cabinet typically would not be 
interested in placing a cage around a single cabinet, due to the lack 
of necessity and the added cost that the User would incur. The Exchange 
also believes that this is reasonable because the existing monthly cage 
fees reflect the opportunity cost to the Exchange of giving up floor 
space in the data center for the cage's physical footprint and the 
value of such space to the User, in that such floor space otherwise 
could be utilized for additional cabinets for the same or other Users 
or other Exchange purposes. Placing just a single cabinet in a cage 
would not be consistent with this opportunity cost. However, existing 
pricing for cages would not change, and requiring a minimum of two 
cabinets also would not result in a price increase for a cage, because 
the price for the cage would not increase until a User's number of 
cabinets reaches the next pricing tier for cages (i.e., 15-28 
cabinets).
    The Exchange believes that it is reasonable to discontinue the 
services in the data center that are no longer utilized by Users and to 
remove references to related pricing from the Price List because the 
resulting Price List would be more streamlined and easier to read, 
understand and administer. This would also contribute to a more 
efficient process for managing the various services offered to Users, 
which would improve the utilization of the data center resources, both 
with respect to personnel and infrastructure (i.e., hardware, software, 
etc.).
    The Exchange believes that it is reasonable to eliminate the limit 
on the number of cables that are included in the Initial Install 
Services fee because it would assist Users in meeting the growing needs 
of their business operations. Some Users require fewer cables than the 
current limits, while other Users require more. However, the Exchange 
generally anticipates that, on average, these amounts would be 
consistent with the amounts currently specified in the Price List. The 
existing limits on labor hours would remain. Therefore, a User whose 
cable requirements result in labor hours that exceed the amount 
included in the Initial Install Services fee would be required to 
utilize Hot Hands Service and pay the corresponding fee.
    The Exchange believes that it is reasonable to charge a single rate 
of $100 per half hour for Hot Hands Service, including for Hot Hands 
Service during extended business hours and for expedited Hot Hands 
Service. The proposed $100 per half hour charge would be equivalent to 
the existing $200 per hour rate in the Price List, except that it would 
reflect billing for Hot Hands Service in half hour increments. This is 
reasonable because it would consolidate several similar services under 
one category with a single applicable rate, thereby eliminating the 
need for Users to identify the type of Hot Hands Service they are 
requesting, the timing for the request, or for the Exchange to monitor 
and record the initiation time of the corresponding performance of the 
service. The Exchange believes that charging $100 per half hour is 
reasonable because it would represent an overall decrease compared to 
the several, current Hot Hands Service categories (i.e., during 
extended business hours and for expedited Hot Hands Service).
    The Exchange believes that it is reasonable to perform other 
related services under the Hot Hands Service category, for which the 
same $200 per hour rate currently applies for the standard Hot Hands 
Service, because this would simplify the descriptions of the various 
categories of services available to Users. However, despite the 
proposed change, the applicable rate would remain consistent with the 
current rate in the Price List (i.e., $100 per half hour instead of 
$200 per full hour), as would the actual performance of these services, 
because the data center personnel would be the same as the personnel 
performing Hot Hands Service.
    The Exchange also believes that it is reasonable to perform various 
other related services under the proposed single Hot Hands Service 
category, at the proposed rate of $100 per half hour, despite different 
fees currently applying to such services. This would contribute to 
further simplifying the descriptions of the various categories of 
services available to Users and make the Price List easier to 
understand and administer. The applicable base rate would decrease for 
Technician Support Service--Emergency. The current premium that is 
factored into the $325 per hour rate to account for the ``emergency'' 
nature of the service request would be eliminated, which is reasonable 
because it would address the needs of Users to have their requirements 
attended to in the data center via the Hot Hands Service, even when 
time is of the essence for resolution. In contrast, the base rate for 
``Power Recycling'' would increase from $50 per reset to $100 per half 
hour. The Exchange believes that this is reasonable because several of 
the other services in the data center to which Users have access would 
decrease in cost as a result of this proposal (i.e., Hot Hands Service 
during extended business hours and for expedited Hot Hands Service as 
well as the Technician Support Service--Emergency). On balance, 
therefore, rates charged to Users would decrease as a result of the 
proposed change, even if a User pays a slightly higher fee for ``Power 
Recycling'' under the single Hot Hands Service category. Also, while 
the current rate in the Price List for ``Equipment Maintenance Call 
Escalation'' is $100 per call, this service may only take a half hour 
to complete, in which case the resulting fee charged to a User may be 
comparable to the current base rate in the Price List. Despite the 
proposed change, the actual performance of these services would remain 
the same, because the data center personnel would be the same as the 
personnel performing Hot Hands Service.
    The Exchange believes that it is reasonable to eliminate references 
in the Price List to dates that have already passed because these 
references are obsolete and no longer have an impact on pricing.
    As with fees for existing co-location services, the fees proposed 
herein would be charged only to those Users that voluntarily select the 
related services, which would be available to all Users. Accordingly, 
the Exchange believes that the proposed change is equitable and not 
unfairly discriminatory because it will result in fees being charged 
only to Users that voluntarily select to receive the corresponding 
services and because those services will be available to all Users. 
Furthermore, the Exchange believes that the services and fees proposed 
herein are not unfairly discriminatory and are equitably allocated 
because, in addition to the services being completely voluntary, they 
are available to all Users on an equal basis (i.e., the same products 
and services are available to all Users).
    For the reasons above, the proposed change would not unfairly 
discriminate between or among market participants that are otherwise 
capable of satisfying any applicable co-location fees,

[[Page 45565]]

requirements, terms and conditions established from time to time by the 
Exchange.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.
    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\16\ the Exchange 
believes that the proposed rule change will not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The proposed change is not intended to address a 
competitive issue with other exchanges that offer co-location or 
related services, or competitive issues between Users of these services 
in the data center, but rather to streamline the offerings available to 
Users in the data center and eliminate references to services that are 
no longer utilized by Users, thereby making the Price List easier to 
understand and administer.
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    \16\ 15 U.S.C. 78f(b)(8).
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    Finally, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues if they deem fee levels at a particular venue to be 
excessive. In such an environment, the Exchange must continually 
review, and consider adjusting, its services and related fees and 
credits to remain competitive with other exchanges. For the reasons 
described above, the Exchange believes that the proposed rule change 
reflects this competitive environment.

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) \17\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \18\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(2).
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    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. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \19\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \19\ 15 U.S.C. 78s(b)(2)(B).
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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 [email protected]. Please include 
File Number SR-NYSE-2014-37 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-NYSE-2014-37. 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 20549-1090, on official business days between the hours 
of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available 
for Web site viewing and printing at the NYSE's principal office and on 
its Internet Web site at www.nyse.com. 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-NYSE-2014-37 and should be submitted on 
or before August 26, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
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    \20\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-18435 Filed 8-4-14; 8:45 am]
BILLING CODE 8011-01-P