[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9770-9773]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-03678]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74298; File No. SR-NYSEMKT-2014-95]


Self-Regulatory Organizations; NYSE MKT LLC; Order Instituting 
Proceedings to Determine Whether to Approve or Disapprove a Proposed 
Rule Change, as Modified by Partial Amendment No. 1 and Partial 
Amendment No. 2, Amending Rule 13--Equities and Related Rules Governing 
Order Types and Modifiers

February 18, 2015.

I. Introduction

    On October 31, 2014, NYSE MKT LLC (``NYSE MKT'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
amend Exchange Rule 13--Equities and other related Exchange rules 
governing order types and order modifiers. The proposed rule change was 
published in the Federal Register on November 20, 2014.\3\ On November 
14, 2014, the Exchange submitted Partial Amendment No. 1 to the 
Commission.\4\ On December 22, 2014, the Exchange submitted Partial 
Amendment No. 2 to the Commission. On December 22, 2014, pursuant to 
section 19(b)(2) of the Act,\5\ the Commission designated a longer 
period within which to approve the proposed rule change, disapprove the 
proposed rule change, or institute proceedings to determine whether to 
disapprove the proposed rule change.\6\ The Commission has received no 
other comment on the proposal. This order institutes proceedings under 
section 19(b)(2)(B) of the Act \7\ to determine whether to approve or 
disapprove the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 73593 (Nov. 14, 
2014), 79 FR 69153 (``Notice'').
    \4\ The Exchange also submitted a copy of the amendment to the 
public comment file. See Letter from Sudhir Bhattacharyya, Vice 
President, New York Stock Exchange, to Kevin M. O'Neill, Deputy 
Secretary, Commission (Nov. 14, 2014).
    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 73913, 79 FR 78531 
(Dec. 30, 2014). The Commission designated February 18, 2015, as the 
date by which it should approve, disapprove, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.
    \7\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposal

    The Exchange proposes to amend Exchange Rule 13--Equities by re-
grouping and re-numbering existing order types and order modifiers. The 
Exchange also proposes to make changes to certain order types and order 
modifiers. In addition, the Exchange proposes to amend certain rules to 
remove references to functionality that is no longer operative. Under 
the proposal, Rule 13--Equities would be reorganized into six 
categories: (a) Primary order types; (b) time in force modifiers; (c) 
auction-only orders; (d) orders with instructions not to display all or 
a portion of the order; (e) orders with instructions not to route; and 
(f) additional orders and modifiers.

A. Primary Order Types

    Proposed section (a) of Rule 13--Equities would set forth two 
primary order types--Market Orders and Limit Orders--and specify which 
orders are eligible for automatic executions. The Exchange proposes to 
delete the current definition of ``Auto Ex Order'' and

[[Page 9771]]

proposes that all orders entered electronically will be eligible for 
automatic executions. Interest represented manually by a floor broker, 
however, would not be eligible for automatic execution.
    The Exchange is not changing the definition of ``Market Order'' and 
would replace the current term ``Display Book'' with the proposed term 
``Exchange systems.'' \8\ For Limit Orders, the Exchange's rules 
currently define marketable Limit Order. The Exchange proposes to add a 
definition for Limit Order as an order to buy or sell a stated amount 
of a security at a specified price or better. The marketable Limit 
Order definition would remain unchanged.
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    \8\ The Exchange proposes to replace the term ``Display Book'' 
with ``Exchange systems'' when the term refers to Exchange systems 
that receive and execute orders and with ``Exchange book'' when the 
term refers to the interest that has been entered and ranked in 
Exchange systems, as applicable throughout the proposed rule text. 
See Partial Amendment No. 1.
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B. Time in Force Modifiers

    Proposed section (b) of Rule 13--Equities would set forth the Time 
in Force modifiers for orders: (1) Day; (2) Good til Cancelled 
(``GTC'') or Open; and (3) Immediate or Cancel (``IOC''). For Day 
modifiers, the Exchange proposes to allow only Limit Orders to be 
designated as Day orders. Currently, any order could be designated as a 
Day order. For the GTC or Open modifier, the Exchange is proposing to 
allow only Limit Orders to be designated with the GTC or Open modifier. 
Currently, any order could be a GTC or Open order. Further, the 
Exchange currently allows a GTC order that is designated ``Off Hours 
eligible'' to be executed through the Off-Hours Trading Facility. The 
Exchange is proposing that GTC orders be ineligible to be executed in 
any Off-Hours Trading Facility.
    With respect to IOC modifiers, the Exchange currently has three 
different modifiers: Regulation NMS-compliant IOC; Exchange IOC; and 
IOC-MTS (minimum trade size). The Exchange is making non-substantive 
changes to the Regulation NMS-compliant IOC order modifier.\9\ The 
Exchange is also proposing to rename the Exchange IOC order modifier as 
the NYSE IOC order and to make other non-substantive changes. For the 
IOC-MTS order modifier, the Exchange is proposing to make non-
substantive changes.
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    \9\ Throughout the proposed rule text, the Exchange proposes to 
capitalize terms, including, but not limited to, Limit Order and 
Market Order.
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C. Auction-Only Orders

    Proposed section (c) of Rule 13--Equities would set forth five 
Auction-Only Orders: (1) Closing Offset (``CO'') Orders; (2) Limit-on-
Close (``LOC'') Orders; (3) Limit-on-Open (``LOO'') Orders; (4) Market-
on Close (``MOC'') Orders; and (5) Market-on-Open (``MOO'') Orders.\10\ 
The Exchange is proposing to make non-substantive changes to these 
definitions.
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    \10\ The Exchange also proposes to make non-substantive changes 
to Rule 501--Equities to use the term MOO/LOO Orders and MOC/LOC 
Orders. Further, the Exchange proposes to delete the reference to 
Good `til Cross (``GTX'') order in Rule 501--Equities, which the 
Exchange no longer uses.
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D. Non-Displayable Orders (All or a Portion)

    Proposed section (d) of Rule 13--Equities contains orders that are 
partially or fully undisplayed. There are two types of non-displayable 
orders: Mid-Point Passive Liquidity (``MPL'') Orders and Reserve 
Orders. The Exchange proposes to amend the MPL order modifier with a 
minimum triggering volume (``MTV'') and to make other, non-substantive 
changes. Specifically, Exchange systems would reject an MPL Order on 
entry if the MTV is larger than the size of the MPL Order, and Exchange 
systems would reject a request to partially cancel a resting MPL Order 
if it would result in the MTV being larger than the remaining size of 
the order. The Exchange believes that this proposed change would 
prevent an entering firm from causing an MPL Order to have an MTV that 
is larger than the order, thereby bypassing contra-side interest that 
is larger than the size of the MPL Order.
    With respect to Reserve Orders, the Exchange proposes to make non-
substantive changes to the definition. The Exchange proposes to add new 
rule text to state that a Minimum Display Reserve Order, which is an 
order that has a portion of the interest displayed when the order is or 
becomes the Exchange best bid or offer (``BBO'') and a portion not 
displayed, would participate in both automatic and manual executions. 
The Exchange also proposes to add new rule text to state that a Non-
Displayed Reserve Order, which is an order that is not displayed, would 
not participate in manual executions. The Exchange believes that these 
changes would reflect how the orders currently operate on the Exchange. 
Moreover, the Exchange proposes to change the circumstances in which 
the reserve interest of a Reserve Order would be available for 
execution. Currently, the Exchange's rule text specifies that reserve 
interest of a Non-Displayed Reserve Order is available for execution 
only after all displayed interest at the price has been executed. The 
Exchange proposes to amend the rule text to specify that reserve 
interest of all Reserve Orders is available for execution only after 
all displayed interest at the price has been executed.

E. Do Not Route Orders

    Proposed section (e) of Rule 13--Equities would set forth order 
modifiers and order types that would not be routed: (1) The Add 
Liquidity Only (``ALO'') modifier; (2) Do Not Ship (``DNS'') orders; 
and (3) Intermarket Sweep orders (``ISO''). For the ALO modifier, the 
Exchange proposes to make non-substantive changes and to update a 
cross-reference. The Exchange also proposes to add new rule text to 
specify that limit orders with the ALO modifier may participate in re-
openings. Current Exchange rule text states that a Limit Order with the 
ALO modifier may participate in the Exchange's open or close. The 
Exchange is also proposing to make non-substantive changes to the DNS 
order and ISO definitions.\11\
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    \11\ See Partial Amendment No. 2 (deleting inadvertent text 
referring to high-priced securities).
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F. Other Modifiers

    Proposed section (f) of Rule 13--Equities would include the 
Exchange's other order instructions and modifiers: (1) Do Not Reduce 
(``DNR'') modifier; (2) Do Not Increase (``DNI'') modifier; (3) pegging 
interest; (4) Retail modifier; (5) Self-Trade Prevention (``STP'') 
modifier; (6) Sell ``Plus''--Buy ``Minus'' instruction; and (7) Stop 
order. The Exchange proposes to make non-substantive changes to the DNR 
and DNI modifiers.
    With respect to pegging interest, the Exchange proposes to specify 
that pegging interest must be an e-Quote or d-Quote \12\ and proposes 
to add new rule text to define ``next available best-priced interest.'' 
\13\ Currently, if the protected best bid or offer (``PBBO'') is not 
within the specified price range of the pegging interest, the pegging 
interest will instead peg to the next available best-priced interest 
that is within the specified priced. For example, if the pegging 
interest to buy has a limit price of $10.25, but the Exchange PBB is at 
$10.30, the pegging interest would not peg to the Exchange PBB because 
that price is higher than what the limit price of the pegging interest. 
Instead, under the current Exchange rule, the pegging interest would 
peg to the ``next available best-priced interest,'' but the term ``next

[[Page 9772]]

available best-priced interest'' is not defined. The Exchange now 
proposes to define ``next available best-priced interest'' as (1) in 
the case of buy orders, the highest priced buy interest within the 
specified price range of pegging interest to buy, including displayable 
bids, Non-Display Reserve Orders, Non-Display Reserve e-Quotes, odd-lot 
sized interest, and protected bids on away markets, but not including 
non-displayed interest that is priced based on the PBBO, and (2) in the 
case of sell orders, the lowest priced sell interest within the 
specified price range of pegging interest to sell, including 
displayable offers, Non-Display Reserve Orders, Non-Display Reserve e-
Quotes, odd-lot sized interest, and protected offers on away markets, 
but including non-displayed interest that is priced based on the 
PBBO.\14\
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    \12\ See Partial Amendment No. 1 (changing rule text to clarify 
that only d-Quotes or e-Quotes may use pegging interest).
    \13\ See Partial Amendment No. 2 (adding ALO modifier text in 
current rule text that the Exchange states that it inadvertently 
omitted).
    \14\ The Commission notes that this proposed new definition is 
based on current Supplemental Material .10 to Exchange Rule 13--
Equities, which defines ``best-priced sell interest'' and ``best-
priced buy interest.'' These two definitions were adopted in 
connection with the ALO order and Day ISO order, both displayable 
orders, to allow for the Exchange to re-price such orders in the 
event of a locked or crossed market. See Securities Exchange Act 
Release No. 73333 (Oct. 9, 2014), 79 FR 62223 (Oct. 16, 2014).
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    According to the Exchange, this proposed addition to the definition 
of pegging interest is necessary since pegging interest would not peg 
to either MPL Orders or Retail Price Improvement (``RPI'') Orders.\15\ 
The Exchange notes that this would be applicable regardless of whether 
an MPL Order or RPI Order is marketable and provided the following 
example in the filing.
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    \15\ See Exchange Rule 107C(a)(4)--Equities. The Exchange has 
not stated whether this change to the rule reflects a new order-type 
functionality or whether it reflects an existing functionality that 
was not previously explicit in the Exchange's rules.

    For example, assume the best protected bid (``PBB'') is $10.00, 
the Exchange has pegging interest to buy at $9.99, an MPL Order 
priced at $9.98 and a Non-Displayed Reserve Order to buy priced at 
$9.97. Because the PBB is outside the specified price range of the 
pegging interest to buy, it would peg to the next available best-
priced interest, which in this scenario would be the Non-Displayed 
Reserve Order to buy priced at $9.97. The pegging interest to buy 
would not peg to the MPL Order to buy priced at $9.98.\16\
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    \16\ See Notice, supra note 3, at n.18, 79 FR at 69156, n.18.

    The Exchange proposes to update cross-references to the Retail 
modifier and make non-substantive changes to the STP modifier and the 
Sell ``Plus''--Buy ``Minus'' instruction. With respect to Stop orders, 
the Exchange proposes to make non-substantive changes and to replace 
the term ``Exchange's automated order routing system'' with ``Exchange 
systems.''

G. Other Proposed Changes

    The Exchange proposes to move the definition of ``Routing Broker'' 
to Rule 17(c)--Equities. The Exchange also proposes to amend the 
definition of Not Held orders and relocate that definition to 
Supplementary Material .20 to Rule 13--Equities. The Exchange proposes 
that a Not Held order would refer to an unpriced, discretionary order 
that has been voluntarily categorized as such by the customer and as to 
which the customer has granted the member or member organization price 
and time discretion.
    The Exchange also proposes to amend Rule 70.25--Equities governing 
d-Quotes to clarify that certain functionality set forth in the Rule is 
no longer available. Specifically, Rule 70.25(c)(ii)--Equities 
currently provides that a Floor broker may designate a maximum size of 
contra-side volume with which it is willing to trade using 
discretionary pricing instructions. Because this functionality is not 
available, the Exchange proposes to delete references to the maximum 
discretionary size parameter from Rules 70.25(c)(ii)--Equities and 
(c)(v)--Equities.
    In addition, the Exchange proposes to amend Rule 70.25(c)(iv)--
Equities to clarify that the circumstances under which the Exchange 
would consider interest displayed by other market centers at the price 
at which a d-Quote may trade are not limited to determining when a d-
Quote's minimum or maximum size range is met. Accordingly, the Exchange 
proposes to delete the clause ``when determining if the d-Quote's 
minimum and/or maximum size range is met.''

III. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEMKT-2014-95 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to section 
19(b)(2)(B) of the Act \17\ to determine whether the proposed rule 
change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the proposed rule change, as discussed below. 
Institution of proceedings does not indicate that the Commission has 
reached any conclusions with respect to any of the issues involved. 
Rather, as described in greater detail below, the Commission encourages 
interested persons to provide additional comment on the proposed rule 
change.
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    \17\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to section 19(b)(2)(B) of the Act,\18\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of, and input from commenters with respect to, the consistency 
of the proposed rule change with section 6(b)(5) of the Act, which 
require that the rules of a national securities exchange be designed, 
among other things, 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, and that those rules not be designed to permit unfair 
discrimination between customers, issuers, brokers, or dealers.\19\
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    \18\ Id. Section 19(b)(2)(B) of the Act also provides that 
proceedings to determine whether to disapprove a proposed rule 
change must be concluded within 180 days of the date of publication 
of notice of the filing of the proposed rule change. See id. The 
time for conclusion of the proceedings may be extended for up to 60 
days if the Commission finds good cause for such extension and 
publishes its reasons for so finding. See id.
    \19\ 15 U.S.C. 78f(b)(5).
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    In particular, the Commission seeks comment on, and will consider, 
whether the Exchange's proposal is consistent with section 6(b)(5) of 
the Act to the extent that the proposed amendments to Rule 13--Equities 
would permit a sophisticated market participant to enter a pegging 
order with a limit price that is set outside the PBBO in an attempt to 
reveal hidden interest on the book and then adjust its trading 
strategies to the detriment of the hidden order. The Commission notes 
that market participants may submit hidden orders for a variety of 
reasons, including to avoid disclosing to the overall market that they 
have interest in trading a particular security. When pegging interest 
was approved by the Commission, the Exchange explained that this order 
type was intended to permit floor brokers to be represented at the 
Exchange's BBO in a rapidly changing market.\20\ The Exchange has

[[Page 9773]]

not offered any explanation as to why permitting its pegging orders to 
peg to hidden interest is, on balance, good for its members or the 
quality of its market or why it is otherwise consistent with section 
6(b)(5) of the Act. Similarly, the Exchange's filing does not explain 
why this use of an order type would be available to floor brokers or to 
those who submit orders through a floor broker, but would not otherwise 
be available to other exchange members.
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    \20\ See Securities Exchange Act Release No. 54577 (Oct. 6, 
2006), 71 FR 60208 (Oct. 12, 2006) (approving the New York Stock 
Exchange Inc.'s proposal to allow pegging instructions for Floor 
Broker Agency Interest Files (e-quotes)). In the notice to that 
filing, the Exchange stated, ``In the Hybrid Market, a Floor broker 
needs to be represented in the BBO in order to participate in 
automatic executions. The e-Quotes provide Floor brokers with the 
mechanism to be part of the quote. However, in a more automated 
environment, the BBO may change rapidly and the e-Quoting process, 
as it currently exists, may not be sufficient to enable Floor 
brokers to stay with a quickly changing quote.'' See Securities 
Exchange Act Release No. 61081 (Dec. 1, 2009), 74 FR 64105 (Dec. 7, 
2009) (approving the predecessor Exchange's proposal to update d-
Quote functionality and provide for e-Quotes to peg to the National 
Best Bid or Offer). The Commission further notes that the Exchange's 
rules are based on the rules of the New York Stock Exchange, Inc.
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IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
concerns identified above, as well as any other concerns they may have 
with the proposed rule change. Although there do not appear to be any 
issues relevant to approval or disapproval which would be facilitated 
by an oral presentation of views, data, and arguments, the Commission 
will consider, pursuant to Rule 19b-4, any request for an opportunity 
to make an oral presentation.\21\ Interested persons are invited to 
submit written data, views, and arguments regarding whether the 
proposal should be approved or disapproved by March 17, 2015. Any 
person who wishes to file a rebuttal to any other person's submission 
must file that rebuttal by March 31, 2015.
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    \21\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    The Commission invites the written views of interested persons 
concerning whether the proposal is consistent with section 6(b)(5) of 
the Act,\22\ any other provision of the Act, or the rules and 
regulations thereunder. The Commission asks that commenters address the 
sufficiency and merit of the Exchange's statements in support of the 
proposed rule change, in addition to any other comments they may wish 
to submit about the proposed rule change. In particular, the Commission 
seeks comment on the following:
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    \22\ Id.

    1. As described above, the Exchange proposes to add a new 
definition for ``next available best-priced interest'' in connection 
with pegging interest. As shown in the Exchange's example, discussed 
above,\23\ the proposal would, when pegging interest is entered with 
a limit price outside the PBBO, allow pegging interest to peg to a 
Non-Display Reserve Order or Non-Display Reserve e-Quote that is not 
at the top of the Exchange's book. Therefore, the functionality 
would allow the member entering pegging interest with a limit price 
to potentially detect the presence of a hidden order outside the 
PBBO, if there are no other displayable orders at that price point. 
Given that, as noted above,\24\ pegging interest was instituted 
originally to facilitate the ability of manual Floor brokers to 
maintain orders at the best displayed prices, do commenters believe 
that allowing pegging interest to potentially operate in this manner 
is beneficial, or detrimental, to Exchange members or the quality of 
the Exchange's market? \25\
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    \23\ See text accompanying note 16, supra.
    \24\ See, supra, note 20 and accompanying text.
    \25\ The Commission notes that, while ALO orders or Day ISO 
orders on the Exchange can be re-priced in a manner that reveals the 
existence of hidden orders, ALO orders or Day ISO orders are 
displayed and would tighten the quoted spread. The Commission 
approved the ALO order and the Day ISO order re-pricing mechanism on 
the basis that their re-pricing mechanism would contribute to public 
price discovery, an objective consistent with the requirements of 
the Act. See Securities Exchange Act Release No. 73333 (Oct. 9, 
2014), 79 FR 62223 (Oct. 16, 2014) (approving the Exchange's 
proposal to make the Add Liquidity Only modifier available for Limit 
Orders and to make the Day Time-In-Force condition and Add Liquidity 
Only modifier available for Intermarket Sweep Orders).
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    2. Do commenters believe that the Exchange's proposal 
sufficiently describes the characteristics, functionality, priority, 
and execution pricing of each of its order types and modifiers? If 
not, which aspects of the Exchange's order types and modifiers 
remain ambiguous or undescribed? Please be specific.

    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-NYSEMKT-2014-95 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEMKT-2014-95. 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, on official business days between the hours of 
10:00 a.m. and 3:00 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 information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEMKT-2014-95 and should 
be submitted on or before March 17, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(57).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-03678 Filed 2-23-15; 8:45 am]
BILLING CODE 8011-01-P