[Federal Register Volume 83, Number 109 (Wednesday, June 6, 2018)]
[Notices]
[Pages 26314-26327]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-12111]



[[Page 26314]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83351; File No. SR-NYSENAT-2018-07]


Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Co-
Location Services and Fees In Connection With the Re-Launch of Trading 
on the Exchange and To Amend Its Schedule of Fees and Rebates To 
Provide for Such Co-Location Services

May 31, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on May 18, 2018, NYSE National, Inc. (``Exchange'' or ``NYSE 
National'') filed with the Securities and Exchange Commission 
(``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.
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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 to adopt co-location services and fees in 
connection with the re-launch of trading on the Exchange and to amend 
its Schedule of Fees and Rebates (the ``Price List'') to provide for 
such co-location services. The Exchange also proposes to delete the 
current fees and credits set forth on the Price List. The proposed rule 
change is available on the Exchange's website 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 adopt co-location services and fees in 
connection with the re-launch of trading on the Exchange and to amend 
the Price List to provide for such co-location services. The Exchange 
also proposes to delete the current fees and credits set forth on the 
Price List.
    On February 1, 2017, the Exchange ceased trading operations.\4\ The 
Exchange filed rule changes to re-launch trading operations.\5\ The 
Exchange anticipates re-launching trading operations in the second 
quarter of 2018.
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    \4\ See Securities Exchange Act Release No. 80018 (February 10, 
2017), 82 FR 10947 (February 16, 2017) (SR-NSX-2017-04) 
(``Termination Filing''). On January 31, 2017, Intercontinental 
Exchange, Inc. (``ICE''), through its wholly-owned subsidiary NYSE 
Group, acquired all of the outstanding capital stock of the Exchange 
(the ``Acquisition''). See Securities Exchange Act Release No. 79902 
(January 30, 2017), 82 FR 9258 (February 3, 2017) (SR-NSX-2016-16). 
Prior to the Acquisition, the Exchange was named ``National Stock 
Exchange, Inc.''
    \5\ See Securities Exchange Act Release No. 83289 (May 17, 2018) 
(notice of filing of Amendment No. 1 and order granting accelerated 
approval of a proposed rule change, as amended by Amendment No. 1, 
to support the re-launch of NYSE National, Inc. on the Pillar 
Trading Platform) (``NYSE National Trading Rules Approval''). See 
also Securities Exchange Act Release No. 82819 (March 7, 2018), 83 
FR 11098 (March 13, 2018) (SR-NYSENat-2018-02).
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Proposed Co-Location Services and Fees
    In connection with the anticipated re-launch of the Exchange's 
trading operations, the Exchange proposes to offer the same co-location 
services and fees offered by its affiliates, NYSE Arca, Inc. (``NYSE 
Arca''), NYSE American LLC (``NYSE American''), and New York Stock 
Exchange LLC (``NYSE'' and, together, the ``Affiliate SROs'').\6\ 
Accordingly, the Exchange proposes to adopt the same co-location 
provisions and fees set forth in the price lists and fee schedules of 
its Affiliate SROs (collectively, the ``Affiliate SRO Price 
Lists''),\7\ with the non-substantive differences described below.
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    \6\ The Affiliate SROs initially filed rule changes relating to 
their co-location services and related fees with the Commission in 
2010. See Securities Exchange Act Release Nos. 62960 (September 21, 
2010), 75 FR 59310 (September 27, 2010) (SR-NYSE-2010-56); 62961 
(September 21, 2010), 75 FR 59299 (September 27, 2010) (SR-NYSEAmex-
2010-80); and 63275 (November 8, 2010), 75 FR 70048 (November 16, 
2010) (SR-NYSEArca-2010-100).
    \7\ See ``Co-Location Fees'' in ``New York Stock Exchange Price 
List 2018'' (``NYSE Price List'') at https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf; ``NYSE American 
Equities Price List'' (``NYSE American Equities Price List'') at 
https://www.nyse.com/publicdocs/nyse/markets/nyse-american/NYSE_America_Equities_Price_List.pdf; ``NYSE American Options Fee 
Schedule'' (``NYSE American Options Fee Schedule'') at https://www.nyse.com/publicdocs/nyse/markets/american-options/NYSE_American_Options_Fee_Schedule.pdf; ``NYSE Arca Equities Fees 
and Charges'' (``NYSE Arca Equities Fee Schedule'') at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf; and ``NYSE Arca Options Fees and 
Charges'' (``NYSE Arca Options Fee Schedule'') at https://www.nyse.com/publicdocs/nyse/markets/arca-options/NYSE_Arca_Options_Fee_Schedule.pdf.
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    The Exchange requests that the proposed rule change become both 
effective and operative immediately upon filing.\8\
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    \8\ See NYSE National Trading Rules Approval, note 5, supra.
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    The proposed services and fees would allow Users \9\ ``to rent 
space on premises controlled by the Exchange in order that they may 
locate their electronic servers in close physical proximity to the 
Exchange's trading and execution systems.'' \10\ The Exchange would 
provide co-location services to Users from a data center in Mahwah, New 
Jersey (the ``data center'').
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    \9\ Consistent with the Affiliate SRO Price Lists, for purposes 
of the Exchange's co-location services, a ``User'' shall mean any 
market participant that requests to receive co-location services 
directly from the Exchange. See Securities Exchange Act Release Nos. 
76008 (September 29, 2015), 80 FR 60190 (October 5, 2015) (SR-NYSE-
2015-40); 76009 (September 29, 2015), 80 FR 60213 (October 5, 2015) 
(SR-NYSEMKT-2015-67); and 76010 (September 29, 2015), 80 FR 60197 
(October 5, 2015) (SR-NYSEArca-2015-82).
    \10\ See 75 FR 59310, note 6, supra.
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    As is true for the Affiliate SROs and as specified in the proposed 
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 Affiliate 
SROs.\11\
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    \11\ See Securities Exchange Act Release Nos. 70206 (August 15, 
2013), 78 FR 51765 (August 21, 2013) (SR-NYSE-2013-59); 70176 
(August 13, 2013), 78 FR 50471 (August 19, 2013) (SR-NYSEMKT-2013-
67); and 70173 (August 13, 2013), 78 FR 50459 (August 19, 2013) (SR-
NYSEArca-2013-80).
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    As with the Affiliate SROs' co-location services, Users that 
receive co-location services from the Exchange would not receive any 
means of access to the Exchange's trading and execution systems that is 
separate from or superior to that of Users that do not receive co-
location services.\12\ All orders sent to the Exchange would enter the 
Exchange's trading and execution systems through the same order gateway 
regardless of whether the sender is co-located in the Exchange's data 
center or not. In addition, co-located Users would not receive any 
market data or data service product that is not available to

[[Page 26315]]

all Users. However, Users that receive co-location services normally 
would expect reduced latencies in sending orders to the Exchange and 
receiving market data from the Exchange.
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    \12\ See id.
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    As with the co-location services of the Affiliate SROs, (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 
proposed co-location services would be completely voluntary and 
available to all Users on a non-discriminatory basis; 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 more of the Affiliate SROs.\13\
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    \13\ See id.
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Definitions
    The Exchange proposes to adopt the definitions of ``Affiliate,'' 
``Aggregate Cabinet Footprint,'' ``Hosted Customer,'' ``Hosting User,'' 
and ``User'' as set forth in the Affiliate SRO Price Lists. 
Specifically, the Exchange proposes the following definitions:

     An ``Affiliate'' of a User is any other User or Hosted 
Customer that is under 50% or greater common ownership or control of 
the first User.
     ``Aggregate Cabinet Footprint'' of a User or Hosted 
Customer is (a) for a User, the total kW of the User's cabinets, 
including both partial and dedicated cabinets, and (b), for a Hosted 
Customer, the total kW of the portion of the Hosting User's cabinet, 
whether partial or dedicated, allocated to such Hosted Customer.
     A ``Hosted Customer'' means a customer of a Hosting 
User that is hosted in a Hosting User's co-location space.
     A ``Hosting User'' means a User of co-location services 
that hosts a Hosted Customer in the User's co-location space.
     A ``User'' means any market participant that requests 
to receive co-location services directly from the Exchange.

    As in the Affiliate SRO Price Lists, the Exchange would specify 
that the definitions were for purposes of the co-location fees only.
General Notes
    The Exchange proposes to adopt General Notes 1 through 4 as set 
forth in the Affiliate SRO Price Lists, subject to the differences 
discussed below.
    General Note 1: General Note 1 of the Affiliate SRO Price Lists 
provides that a User that incurs co-location fees for a particular co-
location service would not be subject to co-location fees for the same 
co-location service charged by the other Affiliate SROs. The wording of 
General Note 1 differs among the Affiliate SRO Price Lists both where 
it references the relevant price list or fee schedule and where it 
lists the relevant exchange's affiliates.\14\
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    \14\ For example, the NYSE Arca Options Fee Schedule provides 
that ``[a] User that incurs co-location fees for a particular co-
location service pursuant to this Fee Schedule shall not be subject 
to co-location fees for the same co-location service charged 
pursuant to the NYSE Arca Equities Fee Schedule or by the Exchange's 
affiliates NYSE American LLC (NYSE American) and New York Stock 
Exchange LLC (NYSE)'' (emphasis added) while the NYSE Price List 
provides that ``[a] User that incurs co-location fees for a 
particular co-location service pursuant to this Price List shall not 
be subject to co-location fees for the same co-location service 
charged by the Exchange's affiliates NYSE American LLC (NYSE 
American) and NYSE Arca, Inc. (NYSE Arca).'' (emphasis added) The 
Exchange's proposed text for General Note 1 is consistent with the 
wording of General Note 1 in the NYSE Price List.
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    The Exchange proposes to adopt the following General Note 1: \15\
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    \15\ Each Affiliate SRO will submit a proposed rule change to 
update General Note 1 to include NYSE National.

    A User that incurs co-location fees for a particular co-location 
service pursuant to this Price List shall not be subject to co-
location fees for the same co-location service charged by the 
Exchange's affiliates New York Stock Exchange LLC (NYSE), NYSE 
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American LLC (NYSE American) and NYSE Arca, Inc. (NYSE Arca).

    General Note 2: The Exchange proposes the same General Note 2 as in 
the Affiliate SRO Price Lists, setting forth the requirements for 
qualifying for a ``Partial Cabinet Solution'' bundle.\16\ The proposed 
text is as follows:
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    \16\ See Securities Exchange Act Release Nos. 77072 (February 5, 
2016), 81 FR 7394 (February 11, 2016) (SR-NYSE-2015-53); 77071 
(February 5, 2016), 81 FR 7382 (February 11, 2016) (SR-NYSEMKT-2015-
89); and 77070 (February 5, 2016), 81 FR 7401 (February 11, 2016) 
(SR-NYSEArca-2015-102).

    To qualify for a Partial Cabinet Solution bundle, a User must 
meet the following conditions: (1) It must purchase only one Partial 
Cabinet Solution bundle; (2) the User and its Affiliates must not 
currently have a Partial Cabinet Solution bundle; and (3) after the 
purchase of the Partial Cabinet Solution bundle, the User, together 
with its Affiliates, will have an Aggregate Cabinet Footprint of no 
more than 2 kW.
     A User requesting a Partial Cabinet Solution bundle 
will be required to certify to the Exchange (a) whether any other 
Users or Hosted Customers are Affiliates of the certificating User, 
and (b) that after the purchase of the Partial Cabinet Solution 
bundle, the User, together with its Affiliates, would have an 
Aggregate Cabinet Footprint of no more than 2 kW. The certificating 
User will be required to inform the Exchange immediately of any 
event that causes another User or Hosted Customer to become an 
Affiliate. The Exchange shall review available information regarding 
the entities and may request additional information to verify the 
Affiliate status of a User or Hosted Customer. The Exchange shall 
approve a request for a Partial Cabinet Solution bundle unless it 
determines that the certification is not accurate.
     If a User that has purchased a Partial Cabinet Solution 
bundle becomes affiliated with one or more other Users or Hosted 
Customers and thereby no longer meets the conditions for access to 
the Partial Cabinet Solution bundle, or if the User otherwise ceases 
to meet the conditions for access to the Partial Cabinet Solution 
bundle, the Exchange will no longer offer it to such User and the 
User will be charged for each of the services individually, at the 
price for each such service set out in the Price List. Such price 
change would be effective as of the date that the User ceased to 
meet the conditions.

    In addition, a User that changes its Partial Cabinet Solution 
bundle from one option to another will not be subject to a second 
initial charge, but will be required to pay the difference, if any, 
between the bundles' initial charges.
    General Note 3: The Exchange proposes the same General Note 3 as in 
the Affiliate SRO Price Lists, setting forth the provisions relating to 
the use of a waitlist.\17\ The proposed text is as follows:
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    \17\ See Securities Exchange Act Release Nos. 77681 (April 21, 
2016), 81 FR 24915 (April 27, 2016 (SR-NYSE-2016-13); 77680 (April 
21, 2016), 81 FR 24905 (April 27, 2016) (NYSEMKT-2016-17); and 77682 
(April 21, 2016), 81 FR 24913 (April 27, 2016 (NYSEArca-2016-21).

    The initial and monthly charge for 2 bundles of 24 cross 
connects will be waived for a User that is waitlisted for a cage for 
the duration of the waitlist period, provided that the cross 
connects may only be used to connect the User's non-contiguous 
cabinets. The charge will no longer be waived once a User is removed 
from the waitlist.
     If a waitlist is created, a User seeking a new cage 
will be placed on the waitlist based on the date a signed order for 
the cage is received.
     A User that turns down a cage because it is not the 
correct size will remain on the waitlist. A User that requests to be 
removed or that turns down a cage that is the size that it requested 
will be removed from the waitlist.
     A User that is removed from the waitlist but 
subsequently requests a cage will be added back to the bottom of the 
waitlist, provided that, if the User was removed from the waitlist 
because it turned down a cage that is the size that it requested, it 
will not receive a second waiver of the charge.

    General Note 4: Proposed General Note 4 would establish that, when 
a User purchases access to the Liquidity Center Network (``LCN'') or 
the internet protocol (``IP'') network, the two local area networks 
available in the data

[[Page 26316]]

center,\18\ a User would receive (a) the ability to access the trading 
and execution systems of the Exchange and Affiliate SROs (``Exchange 
Systems''), and (b) connectivity to any of the listed data products 
(``Included Data Products'') that it selects. The proposed General Note 
4 would be the same as the General Note 4 in the Affiliate SRO Price 
Lists, except that those price lists do not include the Exchange in the 
lists of the three Affiliate SROs in its first and third sentences or 
in the list of Included Data Products.\19\
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    \18\ See Securities Exchange Act Release Nos. 79730 (January 4, 
2017), 82 FR 3045 (January 10, 2017) (SR-NYSE-2016-92); 79728 
(January 4, 2017), 82 FR 3035 (January 10, 2017) (SR-NYSEMKT-2016-
126); and 79729 (January 4, 2017), 82 FR 3061 (January 10, 2017) 
(SR-NYSEArca-2016-172).
    \19\ Each Affiliate SRO will submit a proposed rule change to 
update General Note 4 to include NYSE National in the lists of the 
Affiliate SROs in its first and third sentences and in the list of 
Included Data Products.
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    The Exchange proposes to adopt the following General Note 4:

    When a User purchases access to the LCN or IP network, it 
receives the ability to access the trading and execution systems of 
the NYSE, NYSE American, NYSE Arca and NYSE National (Exchange 
Systems), subject, in each case, to authorization by the NYSE, NYSE 
American, NYSE Arca or NYSE National, as applicable. Such access 
includes access to the customer gateways that provide for order 
entry, order receipt (i.e. confirmation that an order has been 
received), receipt of drop copies and trade reporting (i.e. whether 
a trade is executed or cancelled), as well as for sending 
information to shared data services for clearing and settlement. A 
User can change the access it receives at any time, subject to 
authorization by NYSE, NYSE American, NYSE Arca or NYSE National. 
NYSE, NYSE American, NYSE Arca, and NYSE National also offer access 
to Exchange Systems to their members, such that a User does not have 
to purchase access to the LCN or IP network to obtain access to 
Exchange Systems.
    When a User purchases access to the LCN or IP network it 
receives connectivity to any of the Included Data Products that it 
selects, subject to any technical provisioning requirements and 
authorization from the provider of the data feed. Market data fees 
for the Included Data Products are charged by the provider of the 
data feed. A User can change the Included Data Products to which it 
receives connectivity at any time, subject to authorization from the 
provider of the data feed. The Exchange is not the exclusive method 
to connect to the Included Data Products.

    The Included Data Products are as follows:

 
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NMS feeds
NYSE:
    NYSE Alerts
    NYSE BBO
    NYSE Integrated Feed
    NYSE OpenBook
    NYSE Order Imbalances
    NYSE Trades
NYSE Amex Options
NYSE Arca:
    NYSE ArcaBook
    NYSE Arca BBO
    NYSE Arca Integrated Feed
    NYSE Arca Order Imbalances
    NYSE Arca Trades
NYSE Arca Options
NYSE Best Quote and Trades (BQT)
NYSE Bonds
NYSE American:
    NYSE American Alerts
    NYSE American BBO
    NYSE American Integrated Feed
    NYSE American OpenBook
    NYSE American Order Imbalances
    NYSE American Trades
NYSE National
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Cabinet-Related Fees
    The Exchange proposes the same services and fees set forth in the 
Affiliate SRO Price Lists under ``Initial Fee per Cabinet''; ``Monthly 
Fee per Cabinet''; ``Cabinet Upgrade Fee''; ``PNU Cabinet''; and ``Cage 
Fees'' (collectively, the ``Cabinet-Related Fees'').
    Initial Fee per Cabinet and Monthly Fee per Cabinet: As in the 
Affiliate SRO Price Lists, the Exchange proposes that, to house its 
servers and other equipment in the data center, a User have the option 
of an entire cabinet dedicated solely to that User (``dedicated 
cabinet'') or a partial cabinet alternative (``partial cabinet'').\20\ 
Partial cabinets would be made available in increments of eight-rack 
units of space. Users would pay an initial fee and a monthly fee based 
on the number of kilowatts (``kW'').
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    \20\ See Securities Exchange Act Release Nos. 71122 (December 
18, 2013), 78 FR 77739 (December 24, 2013) (SR-NYSE-2013-81); 71131 
(December 18, 2013), 78 FR 77750 (December 24, 2013) (SR-NYSEMKT-
2013-103); and 71130 (December 18, 2013), 78 FR 77765 (December 24, 
2013) (SR-NYSEArca-2013-143).
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    Cabinet Upgrade Fee: Users that require additional power allocation 
may prefer to maintain their hardware within one of their existing 
cabinets rather than add an additional cabinet. Specifically, Users may 
develop their hardware infrastructure within a particular cabinet in 
such a way that, if expansion of such hardware is needed, it can be 
accomplished within the space constraints of that particular cabinet. 
If this type of User requires additional power allocation, it would 
likely want to modify its existing cabinet in this manner, rather than 
taking an additional dedicated cabinet due to the expense of re-
developing its infrastructure within such additional dedicated cabinet. 
Accordingly, as in the Affiliate SRO Price Lists, the Exchange would 
offer Users the option of a ``Cabinet Upgrade'' and related fee, 
pursuant to which the Exchange would accommodate requests for 
additional power allocation beyond the typical amount that the Exchange 
allocates per dedicated cabinet, at which point the Exchange must 
upgrade the cabinet's power capacity.\21\
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    \21\ See id.
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    The Exchange notes that the Cabinet Upgrade Fees in the Affiliate 
SRO Price Lists have a parenthetical setting forth lower fees for a 
User that submitted a written order for a Cabinet Upgrade by January 
31, 2014, provided that the Cabinet Upgrade became fully operational by 
March 31, 2014. Because a User that incurs co-location fees for a 
particular co-location service would not be subject to co-location fees 
for the same co-location service charged by the Affiliate SROs and such 
Users may already be subject to this different charge based on the 
Price List of an Affiliate SRO, the Exchange proposes to maintain the 
information regarding the lower price on its Price List.
    PNU Fee: As in the Affiliate SRO Price Lists, the Exchange proposes 
to offer Users the option of a unused cabinet for which power is not 
utilized (``PNU cabinet'') and charge a monthly fee.\22\ A User may 
wish to have a PNU cabinet it reserves for future use. Although PNU 
cabinets do not use power, when the Exchange establishes a PNU cabinet, 
it would include wiring, circuitry, and hardware and allocate kWs of 
unused power capacity. This would allow the PNU cabinet to be powered 
and used promptly upon the User's request.
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    \22\ See Securities Exchange Act Release Nos. 70913 (November 
21, 2013), 78 FR 70987 (November 27, 2013) (SR-NYSE-2013-74); 70914 
(November 21, 2013), 78 FR 71000 (November 27, 2013) (SR-NYSEMKT-
2013-93); and 70916 (November 21, 2013), 78 FR 70989 (November 21, 
2013) (SR-NYSEArca-2013-124).
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    Cage Fee: As in the Affiliate SRO Price Lists, the Exchange 
proposes to offer Users the use of cages to house their cabinets within 
the data center, with initial and monthly charges based on the size of 
the cage.\23\ A cage would typically be purchased by a User that has 
several cabinets within the data center and that wishes to enhance 
privacy around its cabinets, e.g., so that other Users cannot see what 
type of hardware is being utilized.
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    \23\ See Securities Exchange Act Release Nos. 67666 (August 15, 
2012), 77 FR 50742 (August 22, 2012) (SR-NYSE-2012-18); 67665 
(August 15, 2012), 77 FR 50734 (August 22, 2012) (SR-NYSEMKT-2012-
11); 67669 (August 15, 2012), 77 FR 50746 (August 22, 2012) (SR-
NYSEArca-2012-62); and 67667 (August 15, 2012), 77 FR 50743 (August 
22, 2012) (SR-NYSEArca-2012-63).

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[[Page 26317]]

    The Exchange proposes to add the following fees and language to its 
Price List:

------------------------------------------------------------------------
 
------------------------------------------------------------------------
                         Initial Fee per Cabinet
------------------------------------------------------------------------
Dedicated Cabinet......................  $5,000.
8-Rack Unit of a Partial Cabinet.......  $2,500.
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                         Monthly Fee per Cabinet
------------------------------------------------------------------------
                            Dedicated Cabinet
------------------------------------------------------------------------
             Number of kWs                      Per kW Fee Monthly
------------------------------------------------------------------------
4-8....................................  $1,200.
9-20...................................  $1,050.
21-40..................................  $950.
41 +...................................  $900.
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                    8-Rack Unit of a Partial Cabinet
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             Number of kWs                      Total Fee Monthly
------------------------------------------------------------------------
1......................................  $1,500.
2......................................  $2,700.
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                           Cabinet Upgrade Fee
------------------------------------------------------------------------
Dedicated Cabinet......................  $9,200 ($4,600 for a User that
                                          submitted a written order for
                                          a Cabinet Upgrade by January
                                          31, 2014, provided that the
                                          Cabinet Upgrade became fully
                                          operational by March 31,
                                          2014).
PNU Cabinet............................  monthly charge of $360 per kW
                                          allocated to PNU Cabinet.
------------------------------------------------------------------------
                                Cage Fees
------------------------------------------------------------------------
2-14 Cabinets..........................  $5,000 initial charge plus
                                          $2,700 monthly charge.
15-28 Cabinets.........................  $10,000 initial charge plus
                                          $4,100 monthly charge.
29+ Cabinets...........................  $15,000 initial charge plus
                                          $5,500 monthly charge.
------------------------------------------------------------------------

Access and Service Fees
    The Exchange proposes to adopt the same services and fees set forth 
in the Affiliate SRO Price Lists under ``LCN Access''; ``Bundled 
Network Access''; ``Partial Cabinet Solution bundles''; ``IP Network 
Access''; ``Testing and Certification IP Network Access''; ``Wireless 
Connections for Third Party Data''; ``Virtual Control Circuit between 
two Users''; ``Hosting Fee''; ``Data Center Fiber Cross Connect''; 
``Connection to Time Protocol Feed'' and ``Expedite Fee'' 
(collectively, the ``Access and Service Fees'').
    LCN Access: As in the Affiliate SRO Price Lists, the Exchange 
proposes to offer Users the option to purchase 1 Gb, 10 Gb, 40 Gb, and 
10 Gb LX LCN circuits, with initial and monthly charges.\24\ As in the 
Affiliate SRO Price Lists, the Exchange proposes that a User that 
purchases five 10 Gb LCN connections would only be charged the initial 
fee for a sixth 10 Gb LCN connection and would not be charged the 
monthly fee that would otherwise be applicable. This would apply to a 
User that purchases six 10 Gb LCN connections at one time as well as to 
a User that purchases six 10 Gb LCN connections at separate times.\25\
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    \24\ See note 18, supra.
    \25\ See note 23, supra.
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    Bundled Network Access: As in the Affiliate SRO Price Lists, the 
Exchange proposes to offer Users two ``Bundled Network Access'' 
options, with initial and monthly charges.\26\ Both bundles would 
include two LCN connections, two IP network connections, and two optic 
connections to outside access centers. One bundle would have 1 Gb 
connections, and the other 10 Gb connections.
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    \26\ See note 18, supra.
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    Partial Cabinet Solution Bundles: As in the Affiliate SRO Price 
Lists, the Exchange proposes to offer Users four ``Partial Cabinet 
Solution'' bundles.\27\ Each Partial Cabinet Solution bundle option 
would include a one or two kW partial cabinet, one LCN connection, one 
IP network connection, two fiber cross connections, and connectivity to 
either the Network Time Protocol (``NTP'') or Precision Timing Protocol 
(``PTP'') time feed. The power of the partial cabinet and Gb of the 
network connections would vary by bundle. A User and its Affiliates 
would be limited to one Partial Cabinet Solution bundle at a time, and 
must have an Aggregate Cabinet Footprint of 2 kW or less to qualify. As 
noted above, such requirements would be set forth in General Note 
2.\28\ Finally, a User purchasing a Partial Cabinet Solution bundle 
would be subject to a 90-day minimum commitment, after which period it 
would be subject to the 60-day rolling time period.
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    \27\ See note 16, supra.
    \28\ See text accompanying note 16, supra.
---------------------------------------------------------------------------

    IP Network Access: As in the Affiliate SRO Price Lists, the 
Exchange proposes to offer Users the option to purchase 1 Gb, 10 Gb, 
and 40 Gb IP network circuits, with initial and monthly charges.\29\
---------------------------------------------------------------------------

    \29\ See note 18, supra. See also Securities Exchange Act 
Release Nos. 74222 (February 6, 2015), 80 FR 7888 (February 12, 2015 
(SR-NYSE-2015-05); 74220 (February 6, 2015), 80 FR 7894 (February 
12, 2015) (SR-NYSEMKT-2015-08); and 74219 (February 6, 2015), 80 FR 
7899 (February 12, 2015) (SR-NYSEArca-2015-03).
---------------------------------------------------------------------------

    Testing and Certification IP Network Access: As in the Affiliate 
SRO Price Lists, the Exchange proposes to offer Users access to an IP 
network circuit for

[[Page 26318]]

testing and certification at no charge.\30\ The circuit could only be 
used for testing and certification, and the testing and certification 
period would be limited to three months.
---------------------------------------------------------------------------

    \30\ See id. 80 FR at 7888, 80 FR at 7894, and 80 FR at 7899.
---------------------------------------------------------------------------

    Wireless Connections for Third Party Data: As in the Affiliate SRO 
Price Lists, the Exchange proposes to offer Users a means to receive 
market data feeds from third party markets (``Wireless Third Party 
Data'') through a wireless connection, for an initial and monthly 
fee.\31\ Fees would be subject to a 30-day testing period, during which 
the monthly charge per connection would be waived. The wireless 
connections would include the use of one port for connectivity to the 
Wireless Third Party Data. If a User that has more than one wireless 
connection wishes to use more than one port to connect to the Wireless 
Third Party Data, the Exchange proposes to make such additional ports 
available for a monthly fee per port.\32\
---------------------------------------------------------------------------

    \31\ See Securities Exchange Act Release Nos. 76748 (December 
23, 2015), 80 FR 81609 (December 30, 2015) (SR-NYSE-2015-52); 76750 
(December 23, 2015), 80 FR 81648 (December 30, 2015) (SR-NYSEMKT-
2015-85); and 76749 (December 23, 2015), 80 FR 81640 (December 30, 
2015) (SR-NYSEArca-2015-99).
    \32\ See id.
---------------------------------------------------------------------------

    The Exchange notes that the description of the charge for the 
wireless connection of Toronto Stock Exchange (``TSX'') in the 
Affiliate SRO Price Lists includes a statement that ``Customers with an 
existing wireless connection to TSX at the time the Exchange makes the 
service available will not be subject to an initial charge or receive 
30-day testing period''. Because the wireless connection to the TSX has 
become effective, the statement is obsolete. Accordingly, the Exchange 
does not propose to include the statement on its Price List.
    Virtual Control Circuit between two Users: As in the Affiliate SRO 
Price Lists, the Exchange proposes to offer Users ``Virtual Control 
Circuits'' (``VCCs'') between two Users for a monthly charge based on 
the size of the VCC.\33\ VCCs are connections between two points over 
dedicated bandwidth using the IP network. A VCC is a two-way connection 
which the two participants can use for any purpose. The Exchange would 
bill the User requesting the VCC, but would not set up a VCC until the 
other User confirmed that it wishes to have the VCC set up.
---------------------------------------------------------------------------

    \33\ See Securities Exchange Act Release Nos. 80311 (March 24, 
2017), 82 FR 15749 (March 30, 2017) (SR-NYSE-2016-45); 80309 (March 
24, 2017), 82 FR 15725 (March 30, 2017) (SR-NYSEMKT-2016-63); and 
80310 (March 24, 2017), 82 FR 15763 (March 30, 2017) (SR-NYSEArca-
2016-89).
---------------------------------------------------------------------------

    Hosting Fee: As in the Affiliate SRO Price Lists, the Exchange 
proposes to offer Users a hosting service for a monthly fee per cabinet 
per Hosted Customer for each cabinet in which such Hosted Customer is 
hosted.\34\ ``Hosting'' would be a service offered by a User to another 
entity in the User's space within the data center and could include, 
for example, a User supporting such other entity's technology, whether 
hardware or software, through the User's co-location space. A Hosting 
User would be required to be a User pursuant to the definition of User 
proposed above. Since only Users could be Hosting Users, a Hosted 
Customer would not be able to provide hosting services to any other 
entities in the space in which it is hosted.
---------------------------------------------------------------------------

    \34\ See note 9, supra.
---------------------------------------------------------------------------

    Data Center Fiber Cross Connect: As in the Affiliate SRO Price 
Lists, the Exchange proposes to offer Users fiber cross connects for an 
initial and monthly charge.\35\ A User would be able to use cross 
connects between its cabinets or between its cabinet(s) and the 
cabinets of separate Users within the data center. A cross connect 
would be used to connect cabinets of separate Users when, for example, 
a User receives technical support, order routing, and/or market data 
delivery services from another User in the data center. Cross connects 
may be bundled (i.e., multiple cross connects within a single sheath) 
such that a single sheath can hold either one cross connect or several 
cross connects in multiples of six (e.g., six or 12 cross connects). 
The Exchange is proposing fees for bundled cross connects[thinsp]that 
correspond to the number of cross connects in the bundle.
---------------------------------------------------------------------------

    \35\ See note 23, supra.
---------------------------------------------------------------------------

    Connection to Time Protocol Feed: As in the Affiliate SRO Price 
Lists, the Exchange proposes to offer Users the option to purchase 
connectivity to one or more of three time feeds, with monthly and 
initial charges.\36\ Each proposed time feed would provide a feed with 
the current time of day using one of three different time protocols: 
GPS Time Source, the NTP, and PTP. Users may make use of time feeds to 
receive time and to synchronize clocks between computer systems or 
throughout a computer network, and time feeds may assist Users in other 
functions, including record keeping or measuring response times. Only 
the NTP and PTP time feeds would be available to partial cabinet Users, 
whereas dedicated cabinet Users would have access to all three time 
feeds. The NTP feed would only be available on the LCN.
---------------------------------------------------------------------------

    \36\ See note 16, supra.
---------------------------------------------------------------------------

    Expedite Fee: As in the Affiliate SRO Price Lists, the Exchange 
proposes to offer Users the option to expedite the completion of co-
location services purchased or ordered by the User, for which the 
Exchange would charge an ``Expedite Fee.'' \37\
---------------------------------------------------------------------------

    \37\ See note 23, supra.
---------------------------------------------------------------------------

    The Exchange proposes to add the following fees and language to its 
Price List:

------------------------------------------------------------------------
       Type of service             Description        Amount of charge
------------------------------------------------------------------------
LCN Access..................  1 Gb Circuit........  $6,000 per
                                                     connection initial
                                                     charge plus $5,000
                                                     monthly per
                                                     connection.
LCN Access..................  10 Gb Circuit.......  $10,000 per
                                                     connection initial
                                                     charge plus $14,000
                                                     monthly per
                                                     connection. A User
                                                     that purchases 5 10
                                                     GB LCN Circuits
                                                     will receive the
                                                     6th 10 GB LCN
                                                     Circuit without an
                                                     additional monthly
                                                     charge.
LCN Access..................  10 Gb LX Circuit....  $15,000 per
                                                     connection initial
                                                     charge plus $22,000
                                                     monthly per
                                                     connection.
LCN Access..................  40 Gb Circuit.......  $15,000 per
                                                     connection initial
                                                     charge plus $22,000
                                                     monthly per
                                                     connection.
Bundled Network Access (2     1 Gb Bundle.........  $25,000 initial
 LCN connections, 2 IP                               charge plus $13,000
 network connections, and 2                          monthly charge.
 optic connections to
 outside access center).
                              10 Gb Bundle........  $50,000 initial
                                                     charge plus $53,000
                                                     monthly charge.

[[Page 26319]]

 
Partial Cabinet Solution      Option A:...........  $7,500 initial
 bundles.                     1 kW partial           charge per bundle
Note: A User and its           cabinet, 1 LCN        plus monthly charge
 Affiliates are limited to     connection (1 Gb),    per bundle as
 one Partial Cabinet           1 IP network          follows:
 Solution bundle at a time.    connection (1 Gb),    For Users
 A User and its Affiliates     2 fiber cross         that order on or
 must have an Aggregate        connections and       before December 31,
 Cabinet Footprint of 2 kW     either the Network    2018: $3,000
 or less to qualify for a      Time Protocol Feed    monthly for first
 Partial Cabinet Solution      or Precision Timing   24 months of
 bundle. See Note 2 under      Protocol.             service, and $6,000
 ``General Notes.''.                                 monthly thereafter.
                                                     For Users
                                                     that order after
                                                     December 31, 2018:
                                                     $6,000 monthly.
                              Option B:...........  $7,500 initial
                              2 kW partial           charge per bundle
                               cabinet, 1 LCN        plus monthly charge
                               connection (1 Gb),    per bundle as
                               1 IP network          follows:
                               connection (1 Gb),    For Users
                               2 fiber cross         that order on or
                               connections and       before December 31,
                               either the Network    2018: $3,500
                               Time Protocol Feed    monthly for first
                               or Precision Timing   24 months of
                               Protocol.             service, and $7,000
                                                     monthly thereafter.
                                                     For Users
                                                     that order after
                                                     December 31, 2018:
                                                     $7,000 monthly.
                              Option C:...........  $10,000 initial
                              1 kW partial           charge per bundle
                               cabinet, 1 LCN        plus monthly charge
                               connection (10 Gb),   per bundle as
                               1 IP network          follows:
                               connection (10 Gb),   For Users
                               2 fiber cross         that order on or
                               connections and       before December 31,
                               either the Network    2018: $7,000
                               Time Protocol Feed    monthly for first
                               or Precision Timing   24 months of
                               Protocol.             service, and
                                                     $14,000 monthly
                                                     thereafter.
                                                     For Users
                                                     that order after
                                                     December 31, 2018:
                                                     $14,000 monthly.
                              Option D:...........  $10,000 initial
                              2 kW partial           charge per bundle
                               cabinet, 1 LCN        plus monthly charge
                               connection (10 Gb),   per bundle as
                               1 IP network          follows:
                               connection (10 Gb),   For Users
                               2 fiber cross         that order on or
                               connections and       before December 31,
                               either the Network    2018: $7,500
                               Time Protocol Feed    monthly for first
                               or Precision Timing   24 months of
                               Protocol.             service, and
                                                     $15,000 monthly
                                                     thereafter.
                                                     For Users
                                                     that order after
                                                     December 31, 2018:
                                                     $15,000 monthly.
IP Network Access...........  1 Gb Circuit........  $2,500 per
                                                     connection initial
                                                     charge plus $2,500
                                                     monthly per
                                                     connection.
IP Network Access...........  10 Gb Circuit.......  $10,000 per
                                                     connection initial
                                                     charge plus $11,000
                                                     monthly per
                                                     connection.
IP Network Access...........  40 Gb Circuit.......  $10,000 per
                                                     connection initial
                                                     charge plus $18,000
                                                     monthly per
                                                     connection.
Testing and certification IP  IP network circuit    No charge.
 Network Access.               for testing and
                               certification.
                               Circuit can only be
                               used for testing
                               and certification
                               and testing and
                               certification
                               period is limited
                               to three months.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of Cboe Pitch BZX     connection initial
                               Gig shaped data and   charge plus monthly
                               Cboe Pitch BYX Gig    charge per
                               shaped data.          connection of
                                                     $6,000.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of Cboe EDGX Gig      connection initial
                               shaped data and       charge plus monthly
                               Cboe EDGA Gig         charge per
                               shaped data.          connection of
                                                     $6,000
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of NASDAQ Totalview-  connection initial
                               ITCH data.            charge plus monthly
                                                     charge per
                                                     connection of
                                                     $8,500.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of NASDAQ BX          connection initial
                               Totalview-ITCH data.  charge plus monthly
                                                     charge per
                                                     connection of
                                                     $6,000.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of NASDAQ Totalview   connection initial
                               Ultra (FPGA).         charge plus monthly
                                                     charge per
                                                     connection of
                                                     $11,000.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of NASDAQ Totalview-  connection initial
                               ITCH and BX           charge plus monthly
                               Totalview-ITCH data.  charge per
                                                     connection of
                                                     $12,000.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.

[[Page 26320]]

 
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of NASDAQ Totalview   connection initial
                               Ultra (FPGA) and BX   charge plus monthly
                               Totalview-ITCH data.  charge per
                                                     connection of
                                                     $14,500.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Wireless connection   $5,000 per
 Third Party Data.             of Toronto Stock      connection initial
                               Exchange (TSX).       charge plus monthly
                                                     charge per
                                                     connection of
                                                     $8,500.
                                                    Fees are subject to
                                                     a 30-day testing
                                                     period, during
                                                     which the monthly
                                                     charge per
                                                     connection is
                                                     waived.
Wireless Connection for       Port for wireless     $3,000 monthly
 Third Party Data.             connection.           charge per port,
                                                     excluding first
                                                     port.
Virtual Control Circuit       1Mb.................  $200 monthly charge.
 between two Users.
                              3Mb.................  $400 monthly charge.
                              5Mb.................  $500 monthly charge.
                              10Mb................  $800 monthly charge.
                              25Mb................  $1,200 monthly
                                                     charge.
                              50Mb................  $1,800 monthly
                                                     charge.
                              100Mb...............  $2,500 monthly
                                                     charge.
Hosting Fee.................  ....................  $1,000 monthly
                                                     charge per cabinet
                                                     per Hosted Customer
                                                     for each cabinet in
                                                     which such Hosted
                                                     Customer is hosted.
Data Center Fiber Cross       Furnish and install   $500 initial charge
 Connect.                      1 cross connect.      plus $600 monthly
                                                     charge.
                              Furnish and install   $500 initial charge
                               bundle of 6 cross     plus $1,800 monthly
                               connects.             charge.
                              Furnish and install   $500 initial charge
                               bundle of 12 cross    plus $3,000 monthly
                               connects.             charge.
                              Furnish and install   $500 initial charge
                               bundle of 18 cross    plus $3,840 monthly
                               connects.             charge.
                              Furnish and install   $500 initial charge
                               bundle of 24 cross    plus $4,680 monthly
                               connects between      charge.
                               cabinets within the  See General Note 3.
                               data center.
Connection to Time Protocol   Network Time          $300 initial charge
 Feed.                         Protocol Feed         plus $100 monthly
                               (Note: LCN only).     charge.
                              Precision Time        $1,000 initial
                               Protocol.             charge plus $250
                                                     monthly charge.
                              GPS Time Source       $3,000 initial
                               (Note: dedicated      charge plus $400
                               cabinets only).       monthly charge.
Expedite Fee................  Expedited             $4,000 per request.
                               installation/
                               completion of a
                               User's co-location
                               service.
------------------------------------------------------------------------

Service-Related Fees
    The Exchange proposes to adopt the same services and fees set forth 
in the Affiliate SRO Price Lists under ``Change Fee''; ``Initial 
Install Services''; ``Hot Hands Service''; ``Shipping and Receiving''; 
``Badge Request''; ``External Cabinet Cable Tray''; ``Custom External 
Cabinet Cable Tray'' and ``Visitor Security Escort'' (collectively, the 
``Service-related Fees'') and related note, as follows.
    Change Fee: As in the Affiliate SRO Price Lists, the Exchange 
proposes to charge a User a ``Change Fee'' if the User requests a 
change to one or more existing co-location services that the Exchange 
has already established or completed for the User.\38\ The Change Fee 
would be charged per order. If a User ordered two or more services at 
one time (for example, through submitting an order form requesting 
multiple services) the User would be charged a one-time Change Fee, 
which would cover the multiple services.
---------------------------------------------------------------------------

    \38\ See id.
---------------------------------------------------------------------------

    Initial Install Services: As in the Affiliate SRO Price Lists, the 
Exchange proposes to charge a User an ``Initial Install Services'' fee 
for the installation of a dedicated or partial cabinet.\39\ The 
proposed fee would be lower for a partial cabinet. The Initial Install 
Services fee would include initial racking of equipment in the cabinet, 
provision of cables and labor. The number of hours would depend on 
whether the cabinet was partial or dedicated.
---------------------------------------------------------------------------

    \39\ See note 20, supra.
---------------------------------------------------------------------------

    Hot Hands Service: As in the Affiliate SRO Price Lists, the 
Exchange proposes to offer Users a ``Hot Hands'' service, which would 
allow Users to use on-site data center personnel to maintain User 
equipment, support network troubleshooting, rack and stack a server in 
a User's cabinet; power recycling; and install and document the fitting 
of cable in a User's cabinet(s).\40\ The Hot Hands fee would be charged 
per half hour.
---------------------------------------------------------------------------

    \40\ See Securities Exchange Act Release Nos. 72721 (July 30, 
2014), 79 FR 45562 (August 5, 2014) (SR-NYSE-2014-37); 72719 (July 
30, 2014), 79 FR 45502 (August 5, 2014) (SR-NYSEMKT-2014-61); and 
72720 (July 30, 2014), 79 FR 45577 (August 5, 2014) (SR-NYSEArca-
2014-81).
---------------------------------------------------------------------------

    Shipping and Receiving: As in the Affiliate SRO Price Lists, the 
Exchange proposes to offer Users shipping and receiving services, with 
a per shipment fee for the receipt of one shipment of goods at the data 
center from the User or supplier.\41\
---------------------------------------------------------------------------

    \41\ See note 5, supra.
---------------------------------------------------------------------------

    Badge Request: As in the Affiliate SRO Price Lists, the Exchange 
proposes to offer Users the option to obtain a permanent data center 
site access badge for a User representative.\42\
---------------------------------------------------------------------------

    \42\ See id.
---------------------------------------------------------------------------

    External Cabinet Cable Tray: As in the Affiliate SRO Price Lists, 
the Exchange proposes to offer to engineer, furnish and install a 
Rittal 5'' H x 12'' W cable tray on a cabinet for a flat fee per 
tray.\43\
---------------------------------------------------------------------------

    \43\ See id.
---------------------------------------------------------------------------

    Custom External Cabinet Cable Tray: As in the Affiliate SRO Price 
Lists, the Exchange proposes to offer to engineer, furnish and install 
4'' H x 24'' W custom basket cable tray above a client's cabinet rows 
for a fee per linear foot.\44\
---------------------------------------------------------------------------

    \44\ See id.

---------------------------------------------------------------------------

[[Page 26321]]

    Visitor Security Escort: As in the Affiliate SRO Price Lists, the 
Exchange proposes that User representatives be required to be 
accompanied by a visitor security escort during visits to the data 
center, unless visiting the User's cage. A fee per visit would be 
charged.\45\ The proposed requirement would include User 
representatives who have a permanent data center site access badge.
---------------------------------------------------------------------------

    \45\ See note 17, supra.
---------------------------------------------------------------------------

    In order to be able to meet its obligation to accommodate demand, 
and in particular to make available more contiguous, larger spaces for 
new and existing Users, if necessary, the Exchange would exercise its 
right to move some Users' equipment within the data center 
(``Migration''). To manage the process for a future Migration, the 
Exchange proposes to put the same Migration procedures in place as the 
Affiliate SROs, as follow: \46\
---------------------------------------------------------------------------

    \46\ See Securities Exchange Act Release Nos. 76269 (October 26, 
2015), 80 FR 66942 (October 30, 2015) (SR-NYSE-2015-42); 76268 
(October 26, 2015), 80 FR 66944 (October 30, 2015) (SR-NYSEMKT-2015-
70); and 76270 (October 26, 2015), 80 FR 66958 (October 30, 2015) 
(SR-NYSEArca-2015-85).

     First, the Exchange would identify Users that would be 
required to move in the Migration based on (a) the current location 
of the User and its current equipment and power requirements and (b) 
the availability of another location in the Data Center that would 
accommodate the equipment and power requirements for which such User 
currently subscribes. No User would be required to move more than 
once within any 12-month period.
     Second, the Exchange would notify a User in writing 
(the ``Notice'') that the User's equipment and network connections 
in the Data Center were to be moved as part of the Migration. The 
Notice would identify the 90-day period during which the User must 
move its equipment, which period would commence at least 60 days 
from the date of the Notice. The exact date or dates for the move 
for each User would be agreed upon between the User and the 
Exchange. If a move date or dates cannot be agreed on, the Exchange 
would schedule the move for a date or dates no later than 180 days 
after the date of the Notice.
     Third, each User's move would be facilitated by the 
Exchange in cooperation with the User, including the un-racking and 
re-racking of all of the User's equipment, and the re-installation 
of the User's networking connections, and the Exchange would make 
reasonable efforts to ensure that the moves take place outside of 
the Exchange's hours for business.
     Fourth, in connection with facilitating each User's 
move, the Exchange proposes to waive certain fees. Specifically, the 
Exchange proposes to waive:
    [cir] The monthly recurring fees for the User's existing space, 
based on the rate of the monthly recurring fees that the User is 
paying as of the date of the Notice, for the month during which the 
User's move takes place. This waiver of the monthly recurring fees 
would mean that the User would not incur these fees for the period 
of overlapping use of the equipment and services in the old and the 
new locations, as long as the move is completed within one month.
    [cir] all Service-Related Fees that the User would incur if such 
a move were to take place at a User's request with respect to the 
User's existing services and equipment.
    [cir] for the month following the completion of a User's move, 
the monthly recurring charges for that User, based on the rate of 
the monthly recurring fees that the User is paying as of the date of 
the Notice, in consideration for the Migration.

    The Exchange proposes to add a note to each Service-Related Fee 
outlining the Migration process, as in the Affiliate SRO Price 
Lists.\47\ The Exchange proposes to add the following fees and note to 
its Price List:
---------------------------------------------------------------------------

    \47\ The Exchange notes that, while the other Affiliate SRO 
Price Lists use three asterisks to identify the Service-Related Fees 
and the corresponding note, the NYSE Amex Options Fee Schedule uses 
the numeral ``1''. The Exchange proposes to use three asterisks.

------------------------------------------------------------------------
       Type of service             Description        Amount of charge
------------------------------------------------------------------------
Change Fee ***..............  Change to a co-       $950 per request.
                               location service
                               that has already
                               been installed/
                               completed for a
                               User.
Initial Install Services ***  Dedicated Cabinet:    $800 per dedicated
 (Required per cabinet).       Includes initial      cabinet.
                               racking of
                               equipment in
                               cabinet and
                               provision of cables
                               (4 hrs).
                              Partial Cabinet:      $400 per eight-rack
                               Includes initial      unit in a partial
                               racking of            cabinet.
                               equipment in
                               cabinet and
                               provision of cables
                               (2 hrs).
Hot Hands Service ***.......  Allows Users to use   $100 per half hour.
                               on-site data center
                               personnel to
                               maintain User
                               equipment, support
                               network
                               troubleshooting,
                               rack and stack,
                               power recycling,
                               and install and
                               document cable.
Shipping and Receiving ***..  Receipt of one        $100 per shipment.
                               shipment of goods
                               at data center from
                               User/supplier.
                               Includes
                               coordination of
                               shipping and
                               receiving.
Badge Request ***...........  Request for           $50 per badge.
                               provision of a
                               permanent data
                               center site access
                               badge for a User
                               representative.
External Cabinet Cable Tray   Engineer, furnish     $400 per tray.
 ***.                          and install Rittal
                               5'' H x 12'' W
                               cable tray on
                               cabinet.
Custom External Cabinet       Engineer, furnish     $100 per linear
 Cable Tray ***.               and install 4'' H x   foot.
                               24'' W custom
                               basket cable tray
                               above client's
                               cabinet rows.
Visitor Security Escort ***.  All User              $75 per visit.
                               representatives are
                               required to be
                               accompanied by a
                               visitor security
                               escort during
                               visits to the data
                               center, unless
                               visiting the User's
                               cage. Requirement
                               includes User
                               representatives who
                               have a permanent
                               data center site
                               access badge.
------------------------------------------------------------------------
*** These fees are waived for the move of a User's equipment within the
  Data Center when incurred in connection with such a move required by
  the Exchange (``Migration Move''). A User selected by the Exchange for
  a Migration Move will receive written notice (the ``Notice''). The
  Notice will identify the 90-day period during which a User must move
  its equipment, which period would commence at least 60 days from the
  date of the Notice. Monthly recurring fees for the User's existing
  space based on the rate of the monthly recurring fees that the User
  was paying as of the date of the Notice are also waived for the month
  during which a User's Migration Move takes place, so the User would
  not incur these fees for the period of overlapping use of equipment
  and services in the old and new locations. In addition, the monthly
  recurring charges are waived for the month following the completion of
  a User's Migration Move, based on the rate of the monthly recurring
  fees that the User was paying as of the date of the Notice. No User
  will be required to move more than once within any 12-month period.


[[Page 26322]]

Connectivity to Third Party Systems, Data Feeds, Testing and 
Certification Feeds, and DTCC
    The Exchange proposes to adopt the same services and fees set forth 
in the Affiliate SRO Price Lists under ``Connectivity to Third Party 
Systems, Data Feeds, Testing and Certification Feeds, and DTCC.'' \48\
---------------------------------------------------------------------------

    \48\ See note 33, supra.
---------------------------------------------------------------------------

    Connectivity to Third Party Systems: As in the Affiliate SRO Price 
Lists, the Exchange proposes to provide that Users may obtain access to 
the trading and execution services of Third Party markets and other 
content service providers (``Third Party Systems'') of multiple third 
party markets and other content service providers for a fee.\49\ Users 
would connect to Third Party Systems over the IP network.
---------------------------------------------------------------------------

    \49\ See id.
---------------------------------------------------------------------------

    In order to obtain access to a Third Party System, a User would 
enter into an agreement with the relevant third party content service 
provider, pursuant to which the third party content service provider 
would charge the User for access to the Third Party System. The 
Exchange would then establish a unicast connection between the User and 
the relevant third party content service provider over the IP network. 
The Exchange would charge the User for the connectivity to the Third 
Party System. A User would only receive, and would only be charged for, 
access to Third Party Systems for which it enters into agreements with 
the third party content service provider.
    With the exception of the ICE feed, the Exchange would have no 
ownership interest in the Third Party Systems. Establishing a User's 
access to a Third Party System would not give the Exchange any right to 
use the Third Party Systems. Connectivity to a Third Party System would 
not provide access or order entry to the Exchange's execution system, 
and a User's connection to a Third Party System would not be through 
the Exchange's execution system.
    The Exchange would charge a monthly recurring fee for connectivity 
to a Third Party System. Specifically, when a User requested access to 
a Third Party System, it would identify the applicable third party 
market or other content service provider and what bandwidth connection 
it required.
    The Exchange proposes to add the following fees and language to its 
Price List:
Connectivity to Third Party Systems
    Pricing for access to the execution systems of third party markets 
and other service providers (Third Party Systems) is for connectivity 
only. Connectivity to Third Party Systems is subject to any technical 
provisioning requirements and authorization from the provider of the 
data feed. Connectivity to Third Party Systems is over the IP network. 
Any applicable fees are charged independently by the relevant third 
party content service provider. The Exchange is not the exclusive 
method to connect to Third Party Systems.

------------------------------------------------------------------------
                                                              Monthly
                                                           recurring fee
      Bandwidth of connection to Third Party System       per connection
                                                          to Third Party
                                                              System
------------------------------------------------------------------------
1Mb.....................................................            $200
3Mb.....................................................             400
5Mb.....................................................             500
10Mb....................................................             800
25Mb....................................................           1,200
50Mb....................................................           1,800
100Mb...................................................           2,500
200 Mb..................................................           3,000
1 Gb....................................................           3,500
------------------------------------------------------------------------


------------------------------------------------------------------------
                           Third Party Systems
-------------------------------------------------------------------------
Americas Trading Group (ATG).
BATS.
Boston Options Exchange (BOX).
Chicago Board Options Exchange (CBOE).
Chicago Mercantile Exchange (CME Group).
Chicago Stock Exchange (CHX).
Credit Suisse.
Euronext Optiq Cash and Derivatives Unicast (EUA).
Euronext Optiq Cash and Derivatives Unicast (Production).
International Securities Exchange (ISE).
Investors Exchange (IEX).
Miami International Securities Exchange.
MIAX PEARL.
Nasdaq.
NYFIX Marketplace.
OneChicago.
TMX Group.
------------------------------------------------------------------------

    Connectivity to Third Party Data Feeds: As in the Affiliate SRO 
Price Lists, the Exchange proposes to provide that Users may obtain 
connectivity to data feeds from third party markets and other content 
service providers (``Third Party Data Feeds'') for a fee.\50\ The 
Exchange would receive Third Party Data Feeds from multiple national 
securities exchanges and other content service providers at its data 
center. It would then provide connectivity to that data to Users for a 
fee. With the exceptions of Global OTC and ICE Data Global Index, Users 
would connect to Third Party Data Feeds over the IP network.
---------------------------------------------------------------------------

    \50\ See id.
---------------------------------------------------------------------------

    In order to connect to a Third Party Data Feed, a User would enter 
into a contract with the relevant third party market or other content 
service provider, pursuant to which the content service provider would 
charge the User for the Third Party Data Feed. The Exchange would 
receive the Third Party Data Feed over its fiber optic network and, 
after the data provider and User enter into the contract and the 
Exchange receives authorization from the data provider, the Exchange 
would re-transmit the data to the User over the User's port. The 
Exchange would charge the User for the connectivity to the Third Party 
Data Feed. A User would only receive, and would only be charged for, 
connectivity to the Third Party Data Feeds for which it entered into 
contracts.
    With the exception of the ICE Data Services, ICE and Global OTC 
feeds, the Exchange would have no affiliation with the sellers of the 
Third Party Data Feeds. It would have no right to use the Third Party 
Data Feeds other than as a redistributor of the data. The Third Party 
Data Feeds would not provide access or order entry to the Exchange's 
execution system. With the exception of the ICE feeds, the Third Party 
Data Feeds would not provide access or order entry to the execution 
systems of the third party generating the feed. The Exchange would 
receive Third Party Data Feeds via arms-length agreements and would 
have no inherent advantage over any other distributor of such data.
    The Exchange would charge a monthly recurring fee for connectivity 
to each Third Party Data Feed. The monthly recurring fee would be per 
Third Party Data Feed, with the exception that the monthly recurring 
fee for the ICE Data Services Consolidated Feeds (including the ICE 
Data Services Consolidated FeedsShared Farm feeds), SR Labs--SuperFeeds 
and MSCI feeds would vary by the bandwidth of the connection. Depending 
on its needs and bandwidth, a User may opt to receive all or some of 
the feeds or services included in a Third Party Data Feed.
    Third Party Data Feed providers may charge redistribution fees. The 
Exchange proposes that, when it receives a redistribution fee, it pass 
through the charge to the User, without change to the fee. The fee 
would be labeled as a pass-through of a redistribution fee on the 
User's invoice. As in the Affiliate SRO Price Lists, the Exchange 
proposes to add language to the Price List accordingly.
    The Exchange proposes that it not charge Users that are third party 
markets or content providers for connectivity to their own feeds, as it 
understands that such parties generally receive their own feeds for 
purposes of diagnostics and

[[Page 26323]]

testing. As in the Affiliate SRO Price Lists, the Exchange proposes to 
add language to the Price List accordingly.
    The Exchange proposes to add the following fees and language to its 
Price List:
Connectivity to Third Party Data Feeds
    Pricing for data feeds from third party markets and other content 
service providers (Third Party Data Feeds) is for connectivity only. 
Connectivity to Third Party Data Feeds is subject to any technical 
provisioning requirements and authorization from the provider of the 
data feed. Connectivity to Third Party Data Fees is over the IP 
network, with the exception that Users can connect to Global OTC and 
ICE Data Global Index over the IP network or LCN. Market data fees are 
charged independently by the relevant third party market or content 
service provider. The Exchange is not the exclusive method to connect 
to Third Party Data Feeds.
    Third Party Data Feed providers may charge redistribution fees. 
When the Exchange receives a redistribution fee, it passes through the 
charge to the User, without change to the fee. The fee is labeled as a 
pass-through of a redistribution fee on the User's invoice. The 
Exchange does not charge third party markets or content providers for 
connectivity to their own feeds.

------------------------------------------------------------------------
                                                              Monthly
                                                             recurring
                                                           connectivity
                  Third Party Data Feed                    fee per Third
                                                            Party Data
                                                               Feed
------------------------------------------------------------------------
Boston Options Exchange (BOX)...........................          $1,000
Cboe BZX Exchange (CboeBZX) and Cboe BYX Exchange                  2,000
 (CboeBYX)..............................................
Cboe EDGX Exchange (CboeEDGX) and Cboe EDGA Exchange               2,000
 (CboeEDGA).............................................
Chicago Board Options Exchange (CBOE)...................           2,000
Chicago Stock Exchange (CHX)............................             400
CME Group...............................................           3,000
Euronext Optiq Compressed Cash..........................             900
Euronext Optiq Compressed Derivatives...................             600
Euronext Optiq Shaped Cash..............................           1,200
Euronext Optiq Shaped Derivatives.......................             900
Financial Industry Regulatory Authority (FINRA).........             500
Global OTC..............................................             100
ICE Data Global Index...................................             100
ICE Data Services Consolidated Feed <=100 Mb............             200
ICE Data Services Consolidated Feed >100 Mb to <=1 Gb...             500
ICE Data Services Consolidated Feed >1Gb................           1,000
ICE Data Services Consolidated Feed Shared Farm <=100Mb.             200
ICE Data Services Consolidated Feed Shared Farm >100 Mb              500
 to <=1 Gb..............................................
ICE Data Services Consolidated Feed Shared Farm >1Gb....           1,000
ICE Data Services PRD...................................             200
ICE Data Services PRD CEP...............................             400
Intercontinental Exchange (ICE).........................           1,500
International Securities Exchange (ISE).................           1,000
Investors Exchange (IEX)................................           1,000
Miami International Securities Exchange/MIAX PEARL......           2,000
Montr[eacute]al Exchange (MX)...........................           1,000
MSCI 5 Mb...............................................             500
MSCI 25 Mb..............................................           1,200
NASDAQ Stock Market.....................................           2,000
NASDAQ OMX Global Index Data Service....................             100
NASDAQ OMDF.............................................             100
NASDAQ UQDF & UTDF......................................             500
OneChicago..............................................           1,000
OTC Markets Group.......................................           1,000
SR Labs--SuperFeed <500 Mb..............................             250
SR Labs--SuperFeed >500 Mb to <1.25 Gb..................             800
SR Labs--SuperFeed >1.25 Gb.............................           1,000
TMX Group...............................................           2,500
------------------------------------------------------------------------

    Connectivity to Third Party Testing and Certification Feeds: As in 
the Affiliate SRO Price Lists, the Exchange proposes to provide that 
Users may obtain connectivity to third party testing and certification 
feeds.\51\ Certification feeds would be used to certify that a User 
conforms to any of the relevant content service provider's requirements 
for accessing Third Party Systems or receiving Third Party Data, while 
testing feeds would provide Users an environment in which to conduct 
tests with non-live data. Such feeds, which would solely be used for 
certification and testing and do not carry live production data, would 
be available over the IP network.
---------------------------------------------------------------------------

    \51\ See id.
---------------------------------------------------------------------------

    The Exchange proposes to add the following fees and language to its 
Price List:
Connectivity to Third Party Testing and Certification Feeds
    The Exchange provides connectivity to third party testing and 
certification feeds provided by third party markets and other content 
service providers. Pricing for third party testing and certification 
feeds is for connectivity only. Connectivity to third party testing and 
certification feeds is subject to any technical provisioning 
requirements and authorization from the provider of the

[[Page 26324]]

data feed. Connectivity to third party testing and certification feeds 
is over the IP network. Any applicable fees are charged independently 
by the relevant third party market or content service provider. The 
Exchange is not the exclusive method to connect to third party testing 
and certification feeds.

------------------------------------------------------------------------
 
------------------------------------------------------------------------
Connectivity to third party certification   $100 monthly recurring fee
 and testing feeds.                          per feed.
------------------------------------------------------------------------

    Connectivity to DTCC: As in the Affiliate SRO Price Lists, the 
Exchange proposes to provide Users connectivity to Depository Trust & 
Clearing Corporation (``DTCC'') for clearing, fund transfer, insurance, 
and settlement services.\52\
---------------------------------------------------------------------------

    \52\ See id.
---------------------------------------------------------------------------

    In order to connect to DTCC, a User would enter into a contract 
with DTCC, pursuant to which DTCC would charge the User for the 
services provided. The Exchange would receive the DTCC feed over its 
fiber optic network and, after DTCC and the User entered into the 
services contract and the Exchange received authorization from DTCC, 
the Exchange would provide connectivity to DTCC to the User over the 
User's IP network port. The Exchange would charge the User for the 
connectivity to DTCC.
    Connectivity to DTCC would not provide access or order entry to the 
Exchange's execution system, and a User's connection to DTCC would not 
be through the Exchange's execution system.
    The Exchange proposes to add the following fees and language to its 
Price List:
Connectivity to DTCC
    Pricing for connectivity to DTCC feeds is for connectivity only. 
Connectivity to DTCC feeds is subject to any technical provisioning 
requirements and authorization from DTCC. Connectivity to DTCC feeds is 
over the IP network. Any applicable fees are charged independently by 
DTCC. The Exchange is not the exclusive method to connect to DTCC 
feeds.

------------------------------------------------------------------------
 
------------------------------------------------------------------------
5 Mb connection to DTCC...................  $500 monthly recurring fee.
50 Mb connection to DTCC..................  $2,500 monthly recurring
                                             fee.
------------------------------------------------------------------------

Proposed Deletion of Current Fees and Rebates Set Forth on the Price 
List
    In addition to adding Co-Location Fees to the Price List, the 
Exchange also proposes to delete the current fees and credits set forth 
on the Price List, including the Transaction Fees and Rebates, Market 
Data Revenue, Regulatory Fee, Market Data, and Connectivity Fees.
    As noted above, the Exchange ceased operations on February 1, 2017 
and in connection with the relevant filing, terminated the membership 
status of all Exchange ETP Holders.\53\ Because the Exchange has not 
been operating and does not have any ETP Holders, the Exchange has not 
been charging any of the fees set forth on the current Price List. In 
addition, the Exchange intends to file a separate proposed rule change 
to establish fees and credits for the re-launch of operations. The 
Exchange believes that deleting the fees and credits currently set 
forth on the Price List would promote transparency and reduce confusion 
among the public, members, and the Commission regarding the fees and 
credits that would be applicable when the Exchange re-launches trading, 
as the current fees and credits are now obsolete.
---------------------------------------------------------------------------

    \53\ See Termination Filing, supra note 4.
---------------------------------------------------------------------------

* * * * *
    The proposed changes are not otherwise intended to address any 
other issues, and the Exchange is not aware of any problems that member 
organizations 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,\54\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\55\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to, and 
perfect the mechanisms of, a free and open market and a national market 
system and, in general, to protect investors and the public interest 
and because it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78f(b).
    \55\ 15 U.S.C. 78f(b)(4) & (5).
---------------------------------------------------------------------------

    The Exchange believes that offering co-location services would 
remove impediments to, and perfect the mechanisms of, a free and open 
market and a national market system and, in general, protect investors 
and the public interest because it would provide market participants 
with the option to co-locate, but would not require it. The Exchange 
would provide co-location services, including various options for 
cabinets, LCN and IP network access, connectivity to Included Data 
Products, Third Party Data Feeds, third party testing and certification 
feeds, DTCC and Wireless Third Party Data (collectively, 
``Connectivity''), access to Exchange Systems and Third Party Systems 
(together, ``Access''), hosting, and services, as conveniences to 
Users. Use of any co-location services would be completely voluntary, 
and each market participant would be able to determine whether to use 
co-location services based on the requirements of its business 
operations. If it chose to co-locate, it would be able to determine 
what size of cabinet, form and latency of network, Access and 
Connectivity would best suits its needs. As alternatives to using co-
location, a market participant would be able to access or connect to 
the Exchange through a connection to an Exchange access center outside 
the data center, a third party access center, or a third party vendor. 
The market participant could make such connection through a third party 
telecommunication provider, third party wireless network, the Secure 
Financial Transaction Infrastructure (``SFTI'') network, or a 
combination thereof.
    Further, by having the Price List set forth the same co-location 
services and fees offered by the Affiliate SROs, with only non-
substantive differences from the Affiliate SRO Price Lists,\56\ the 
Exchange would remove impediments to, and perfect the mechanisms of, a 
free and open market and a national market system and, in general, 
protect investors and the public interest because Users would benefit 
from having consistent products and pricing across the Exchange and the 
three Affiliate SROs. As is true for the Affiliate SROs and as 
specified in the proposed Price List, a User that incurred 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 Affiliate SROs.
---------------------------------------------------------------------------

    \56\ See notes 15 and 19, supra.
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes would remove 
impediments to, and perfect the mechanisms of, a free and open market 
and a national market system and, in general, protect investors and the 
public interest because the Price List would set forth: (a) The 
relevant definitions and General Notes, including a detailed 
description of the Access and Connectivity Users receive with their 
purchase of access to the LCN or IP network; (b) the Cabinet-Related 
Fees;

[[Page 26325]]

(c) the Access and Service Fees; (d) the Service-related Fees; (e) a 
description of the Migration; and (f) information regarding 
connectivity to Third Party Systems, Third Party Data Feeds, third 
party testing and certification feeds, and DTCC. Such proposed Price 
List text would make the description of co-location services and fees 
accessible and transparent, providing market participants with clarity 
as to what services were offered within co-location and what the 
related fees would be.
    The Exchange believes that the proposal to provide Access and 
Connectivity would remove impediments to, and perfect the mechanisms 
of, a free and open market and a national market system and, in 
general, protect investors and the public interest because, by offering 
Access and Connectivity, the Exchange would give each User access and 
connectivity options. Providing Access and Connectivity would help each 
User tailor its data center operations to the requirements of its 
business operations by allowing it to select the form and latency of 
access and connectivity that best suits its needs. The Exchange would 
provide Access and Connectivity as conveniences to Users. As with all 
co-location services, use of Access or Connectivity would be completely 
voluntary. Each User would have several other access and connectivity 
options available to it. As alternatives to using the Access and 
Connectivity provided by the Exchange, a User would be able to access 
or connect to Exchange Systems, Third Party Systems, Included Data 
Products, Third Party Data Feeds, third party testing and certification 
feeds, DTCC and Wireless Third Party Data through another User or 
through a connection to an Exchange access center outside the data 
center, third party access center, or third party vendor. The User may 
make such connection through a third party telecommunication provider, 
third party wireless network, the SFTI network, or a combination 
thereof.
    Users would not be required to use any of their bandwidth for 
Access or Connectivity unless they wished to do so. Rather, a User 
would only receive the Access and Connectivity that it selected, and a 
User could change what Access or Connectivity it receives at any time, 
subject to authorization from the third party system or data provider, 
the Exchange or relevant Affiliate SRO.
    In addition, the Exchange believes that providing connectivity to 
testing and certification feeds would remove impediments to, and 
perfect the mechanisms of, a free and open market and a national market 
system and, in general, protect investors and the public interest 
because such feeds would provide Users an environment in which to 
conduct tests with non-live data, including testing for upcoming 
releases and product enhancements or the User's own software 
development, and allow Users to certify conformance to any applicable 
technical requirements.
    Similarly, the Exchange believes that providing connectivity to 
DTCC would remove impediments to, and perfect the mechanisms of, a free 
and open market and a national market system and, in general, protect 
investors and the public interest because it would provide efficient 
connection to clearing, fund transfer, insurance, and settlement 
services.
    Finally, the Exchange believes that the proposal to establish 
procedures and waive certain fees in connection with the movement of 
equipment at the data center in a Migration would remove impediments 
to, and perfect the mechanisms of, a free and open market and a 
national market system and, in general, protect investors and the 
public interest because it would allow the Exchange to have sufficient 
space in the data center to accommodate demand on an equitable basis 
for the foreseeable future. The Exchange believes that the waiver of 
overlapping monthly recurring charges, the waiver of the Service-
Related Fees, and the waiver of one month of monthly recurring charges 
in a Migration would be reasonable because Users would be moving at the 
Exchange's request and the waivers would help to alleviate the burden 
on the Users that are required to move.
    The Exchange also believes that the proposed fee change is 
consistent with Section 6(b)(4) of the Act,\57\ 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.
---------------------------------------------------------------------------

    \57\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes that the proposed fees changes are consistent 
with Section 6(b)(4) of the Act for multiple reasons. The Exchange 
operates in a highly competitive market in which exchanges offer co-
location services as a means to facilitate the trading and other market 
activities of those market participants who believe that co-location 
enhances the efficiency of their operations. Accordingly, fees charged 
for co-location services would be constrained by the active competition 
for the order flow of, and other business from, such market 
participants. If a particular exchange charges excessive fees for 
colocation services, affected market participants will opt to terminate 
their colocation arrangements with that exchange, and adopt a possible 
range of alternative strategies, including placing their servers in a 
physically proximate location outside the exchange's data center (which 
could be a competing exchange), or pursuing strategies less dependent 
upon the lower exchange-to-participant latency associated with co-
location. Accordingly, the exchange charging excessive fees would stand 
to lose not only co-location revenues but also the liquidity of the 
formerly co-located trading firms, which could have additional follow-
on effects on the market share and revenue of the affected exchange.
    The Exchange believes that the services and fees proposed herein 
are equitably allocated and not unfairly discriminatory because, in 
addition to the services being completely voluntary, they would be 
available to all Users on an equal basis (i.e., the same co-location 
services would be available to all Users). All Users that voluntarily 
elected to receive a co-location service would be charged the same 
amount for the same service.
    The Exchange believes that charging distinct fees for different co-
location services would be reasonable and not unfairly discriminatory 
because not all Users would need, or wish, to utilize the same co-
location services. The proposed variety of services would allow Users 
to select which co-location services to use, based on their business 
needs, and Users would only be charged for the services that they 
selected. By charging only those Users that utilize a co-location 
service the related fee, those Users that directly benefit from a 
service would support its cost.
    Similarly, the Exchange believes the proposed fees are reasonable 
because they would allow the Exchange to defray or cover the costs 
associated with offering different co-location services while providing 
Users the benefit of such services, including the benefits of, among 
other things, choosing among the array of different options for 
cabinets, power, LCN and IP network access, Connectivity, Access, 
hosting and services; having an efficient connection to clearing, fund 
transfer, insurance, and settlement services; and having an environment 
in which to conduct tests with nonlive data and to certify conformance 
to any applicable technical requirements.
    The Exchange believes that the proposed charges are reasonable, 
equitably allocated and not unfairly discriminatory because the 
Exchange

[[Page 26326]]

would offer co-location services as conveniences to Users, but in order 
to do so would have to provide, maintain and operate the data center 
facility hardware and technology infrastructure. The Exchange would 
need to expand the network infrastructure to keep pace with the number 
of services available to Users, including any increasing demand for 
bandwidth, and to establish any additional administrative controls. The 
Exchange would have to handle the installation, administration, 
monitoring, support and maintenance of such services, including by 
responding to any production issues. In addition, in order to provide 
connectivity to Third Party Data Feeds, Third Party Systems, third 
party testing and certification feeds and DTCC, the Exchange would have 
to maintain multiple connections to each Third Party Data Feed, Third 
Party System, and DTCC, allowing the Exchange to provide resilient and 
redundant connections; adapt to any changes made by the relevant third 
party; and cover any applicable fees (other than redistribution fees) 
charged by the relevant third party, such as port fees.
    The Exchange believes it is reasonable that redistribution fees 
charged by providers of Third Party Data Feeds would be passed through 
to the User, without change to the fee. If not passed through, the cost 
of the re-distribution fees would be factored into the proposed fees 
for connectivity to Third Party Data Feeds. The Exchange believes that 
passing through the fees makes them more transparent to the User, 
allowing the User to better assess the cost of the connectivity to a 
Third Party Data Feed by seeing the individual components of the cost, 
i.e. the Exchange's fee and the redistribution fee.
    The Exchange believes that it is reasonable to not charge third 
party markets or content providers for connectivity to their own Third 
Party Data Feeds, as the Exchange understands that such parties 
generally receive their own feeds for purposes of diagnostics and 
testing. The Exchange believes that facilitating such diagnostics and 
testing would remove impediments to, and perfect the mechanisms of, a 
free and open market and a national market system and, in general, 
protect investors and the public interest.
    The Exchange believes that the proposal to establish procedures and 
waive certain fees in connection with the movement of equipment at the 
data center in a Migration would provide for the equitable allocation 
of reasonable dues, fees, and other charges among its members, issuers 
and other persons using its facilities and would not unfairly 
discriminate between customers, issuers, brokers or dealers, because 
pursuant to the proposed procedures for selecting which Users would be 
required to move within the data center, a User would be required to 
move only if the Exchange would be able to accommodate such User's 
current space and power requirements at the new location, so as to 
minimize the disruption to the User. The Exchange believes that the 
waiver of overlapping monthly recurring charges, the waiver of the 
Service-Related Fees, and the waiver of one month of monthly recurring 
charges in a Migration would be reasonable because Users would be 
moving at the Exchange's request and the waivers would help to 
alleviate the burden on the Users that are required to move.
    Finally, the Exchange believes that the proposed rule change to 
delete the current fees and credits set forth on the Price List would 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system because the Exchange ceased 
operations and terminated membership status of all ETP Holders, and 
therefore these fees and credits are now moot. Because the Exchange 
will file a separate proposed rule change to establish fees and credits 
for the re-launch of operations, the Exchange believes that leaving the 
current Price List as is could result in confusion among members, the 
public, and the Commission, which may believe that these are the fees 
that would be applicable for the re-launch. To reduce such potential 
confusion and to promote transparency, the Exchange proposes to delete 
these fees and credits.
    For the foregoing 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,\58\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act because all of the proposed services are completely 
voluntary.
---------------------------------------------------------------------------

    \58\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Exchange believes that offering co-location services would not 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act because such proposed co-
location services would provide market participants with the option to 
co-locate, but would not require it. Use of any co-location services 
would be completely voluntary, and each market participant would be 
able to determine whether to use co-location services based on the 
requirements of its business operations. In this way, the proposed 
changes would enhance competition by providing market participants with 
additional options for their business operations.
    In addition, the proposed co-location services would be available 
to all Users on an equal basis. All Users that voluntarily selected to 
receive co-location services, including cabinets, LCN and IP network 
access, Connectivity, Access and other services, would be charged the 
same amount for the same services. In the case of a Migration, all 
Users would be subject to the same proposed procedures for selecting 
which Users would be required to move within the data center and what 
fees would be affected.
    Further, the proposed changes would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act because the Price List would set forth the same co-
location services and fees offered by the Affiliate SROs, with only 
non-substantive differences from the Affiliate SRO Price Lists, 
allowing Users to benefit from having consistent products and pricing 
across the Exchange and the three Affiliate SROs.
    The Exchange operates in a highly competitive market in which 
exchanges offer co-location services as a means to facilitate the 
trading and other market activities of those market participants who 
believe that co-location enhances the efficiency of their operations. 
Accordingly, fees charged for co-location services are constrained by 
the active competition for the order flow of, and other business from, 
such market participants. If a particular exchange charges excessive 
fees for co-location services, affected market participants will opt to 
terminate their co-location arrangements with that exchange, and adopt 
a possible range of alternative strategies, including placing their 
servers in a physically proximate location outside the exchange's data 
center (which could be a competing exchange), or pursuing strategies 
less dependent upon the lower exchange-to- participant latency 
associated with co-location. Accordingly, the exchange charging 
excessive fees would stand to lose not only co-location revenues but 
also the liquidity of the formerly co-located trading firms, which 
could have additional follow-on effects on the

[[Page 26327]]

market share and revenue of the affected exchange.
    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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \59\ and Rule 19b-4(f)(6) thereunder.\60\ 
Because the 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 prior to 
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, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\61\
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    \59\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \60\ 17 CFR 240.19b-4(f)(6).
    \61\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.
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    A proposed rule change filed under Rule 19b-4(f)(6) \62\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b4(f)(6)(iii),\63\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has 
requested that the Commission waive the 30-day operative delay so that 
the proposed rule change may become operative immediately upon filing. 
The Exchange believes that such waiver is consistent with the 
protection of investors and the public interest because it would allow 
the Exchange to provide the proposed co-location services to coincide 
with the launch of the Exchange. The Exchange also notes that waiver 
would promote transparency and potentially reduce confusion among 
members, the public, and the Commission that could result from 
maintaining the former fees and credits on the Price List. The 
Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest as 
it would allow the Exchange to offer co-location services without undue 
delay. Accordingly, the Commission waives the 30-day operative delay 
and designates the proposed rule change operative upon filing.\64\
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    \62\ 17 CFR 240.19b-4(f)(6).
    \63\ 17 CFR 240.19b-4(f)(6)(iii).
    \64\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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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) \65\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \65\ 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-NYSENAT-2018-07 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-NYSENAT-2018-07. 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 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 website 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 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSENAT-2018-07 and should be submitted 
on or before June 27, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\66\
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    \66\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12111 Filed 6-5-18; 8:45 am]
BILLING CODE 8011-01-P


