Federal Register / Vol. 83, No. 148 / Wednesday, August 1, 2018 / Notices 37545 

6 15 U.S.C. 78s(b)(5). 

7 15 U.S.C. 78s(b)(2). 

8 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange initially filed rule changes 

relating to its co-location services with the 

Commission in 2010. See Securities Exchange Act 

Release No. 63275 (November 8, 2010), 75 FR 70048 

(November 16, 2010) (SR–NYSEArca–2010–100). 

The Exchange operates a data center in Mahwah, 

New Jersey (the ‘‘data center’’) from which it 

provides co-location services to Users. 

5 In order to effect the Transaction, a whollyowned subsidiary of the Exchange’s direct parent 

company, NYSE Group, Inc., would merge with and 

into CHX Holdings, with CHX Holdings continuing 

as the surviving corporation. See Securities 

Exchange Act Release Nos. 83635 (July 13, 2018) 

(SR–CHX–2018–004), and 83303 (May 22, 2018), 83 

FR 24517 (May 29, 2018) (SR–CHX–2018–004). 

CHX would also become an affiliate of the 

Exchange’s affiliates the New York Stock Exchange 

LLC (‘‘NYSE’’), NYSE American LLC (‘‘NYSE 

American’’), and NYSE National, Inc. (‘‘NYSE 

National’’ and, together, the ‘‘Affiliate SROs’’). 

6For purposes of the Exchange’s co-location 

services, a ‘‘User’’ means any market participant 

that requests to receive co-location services directly 

from the Exchange. See Securities Exchange Act 

Release No. 76010 (September 29, 2015), 80 FR 

60197 (October 5, 2015) (SR–NYSEArca–2015–82). 

As specified in the Fee Schedules, a User that 

incurs co-location fees for a particular co-location 

service pursuant thereto would not be subject to colocation fees for the same co-location service 

charged by the Affiliate SROs. See Securities 

Exchange Act Release No. 70173 (August 13, 2013), 

78 FR 50459 (August 19, 2013) (SR–NYSEArca–

2013–80). 

7See Securities Exchange Act Release No. 79729 

(January 4, 2017), 82 FR 3061 (January 10, 2017) 

(SR–NYSEArca–2016–172). 

8 Id. Included Data Products are listed in the Fee 

Schedules under General Note 4. 

the Treasury prior to approving a 

proposed rule filed by a registered 

securities association that primarily 

concerns conduct related to transactions 

in government securities.’’ 6 The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change in order to consider fully 

the comments received on the proposal 

and to complete the consultation 

process required under Section 19(b)(5). 

Accordingly, pursuant to Section 

19(b)(2) of the Act,7 the Commission 

designates September 11, 2018, as the 

date by which the Commission shall 

either approve or disapprove, or 

institute proceedings to determine 

whether to disapprove, the proposed 

rule change (File No. SR–FINRA–2018– 

023). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2018–16426 Filed 7–31–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83716; File No. SR– 

NYSEARCA–2018–53] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Options Fees and Charges and the 

NYSE Arca Equities Fees and Charges 

Related to Co-Location Services in 

Connection With a Proposed 

Transaction With the Chicago Stock 

Exchange, Inc. Exchange and Its 

Parent, CHX Holdings, Inc. 

July 26, 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 July 16, 

2018, NYSE Arca, Inc. (‘‘Exchange’’ or 

‘‘NYSE Arca’’) 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Arca Options Fees and Charges 

(the ‘‘Options Fee Schedule’’) and the 

NYSE Arca Equities Fees and Charges 

(the ‘‘Equities Fee Schedule’’ and, 

together with the Options Fee Schedule, 

the ‘‘Fee Schedules’’) related to colocation services in connection with a 

proposed transaction (‘‘Transaction’’) 

whereby the Chicago Stock Exchange, 

Inc. (‘‘CHX’’) Exchange and its parent, 

CHX Holdings, Inc. (‘‘CHX Holdings’’), 

would become indirect subsidiaries of 

Intercontinental Exchange, Inc. (‘‘ICE’’), 

the Exchange’s indirect parent, and 

affiliates of the Exchange. The Exchange 

also proposes to make a non-substantive 

change to the Fee Schedules. 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 amend the 

Fee Schedules related to co-location 4

services in connection with the 

proposed Transaction whereby CHX and 

its parent, CHX Holdings, would 

become indirect subsidiaries of ICE, the 

Exchange’s indirect parent, and 

affiliates of the Exchange.5 The 

Exchange also proposes to make a nonsubstantive change to the Fee 

Schedules. 

The Exchange proposes that the 

proposed rule change become operative 

upon the closing of the Transaction. 

General Note 4 

Pursuant to General Note 4 of the Fee 

Schedules, when a User 6 purchases 

access to the Liquidity Center Network 

(‘‘LCN’’) or the internet protocol (‘‘IP’’) 

network, the two local area networks 

available in the data center,7 a User 

receives (a) the ability to access the 

trading and execution systems of the 

Exchange and the Affiliate SROs 

(‘‘Exchange Systems’’), and (b) 

connectivity to any of the listed data 

products (‘‘Included Data Products’’) 

that it selects. The majority of the 

Included Data Products are proprietary 

feeds of the Exchange and the Affiliate 

SROs.8

Upon the closing of the Transaction, 

CHX will be an affiliate of both the 

Exchange and the Affiliate SROs. 

Consistent with the treatment of the 

Exchange’s and the Affiliate SROs’ 

trading and execution systems and data 

products, the Exchange proposes to 

expand the definition of Exchange 

Systems to incorporate CHX’s trading 

and execution systems, and to add 

CHX’s data products to the table of 

Included Data Products. In order to 

make the change, the Exchange 

proposes to add CHX to the list of 

trading and execution system providers 

in the first sentence of the first 

paragraph and add CHX to the lists of 


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37546 Federal Register / Vol. 83, No. 148 / Wednesday, August 1, 2018 / Notices 

9See Securities Exchange Act Release 80310 

(March 24, 2017), 82 FR 15763 (March 30, 2017) 

(SR–NYSEArca–2016–89). 10See id. 

11As is currently the case, Users that receive colocation services from the Exchange will not receive 

any means of access to the Exchange’s trading and 

execution systems that is separate from, or superior 

to, that of other Users. In this regard, all orders sent 

to the Exchange enter the Exchange’s trading and 

execution systems through the same order gateway, 

regardless of whether the sender is co-located in the 

affiliated entities in the first, third and 

fourth sentences. The proposed changes 

to the paragraph are as follows 

(additions underlined, deletions in 

brackets): 

In addition, the Exchange proposes to 

add CHX to the table of Included Data 

Products set forth in General Note 4. 

In a non-substantive change, the 

Exchange proposes to make the table of 

Included Data Products alphabetical by 

putting the list of NYSE American feeds 

before NYSE American Options. Such 

list currently follows NYSE Bonds. 

Connectivity to Third Party Systems and 

Third Party Data Feeds 

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.9

Users connect to Third Party Systems 

over the IP network. In addition, Users 

may obtain connectivity to data feeds 

from third party markets and other 

content service providers (‘‘Third Party 

Data Feeds’’) for a fee.10

Currently, CHX is listed in the tables 

setting forth the Third Party Systems 

and Third Party Data Feeds, and Users 

seeking access to CHX’s trading and 

execution services and data feeds are 

subject to the applicable fees. Consistent 

with the proposed changes to General 

Note 4 described above, because CHX 

will become an affiliate of the Exchange, 

the Exchange proposes to delete CHX 

from such tables. 

General 

As is the case with all Exchange colocation arrangements, (i) neither a User 

nor any of the User’s customers would 

be permitted to submit orders directly to 

the Exchange unless such User or 

customer is a member organization, a 

Sponsored Participant or an agent 

thereof (e.g., a service bureau providing 

order entry services); (ii) use of the colocation services proposed herein would 

be completely voluntary and available 

to all Users on a non-discriminatory 

basis; 11 and (iii) a User would only 


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Federal Register / Vol. 83, No. 148 / Wednesday, August 1, 2018 / Notices 37547 

data center or not. In addition, co-located Users do 

not receive any market data or data service product 

that is not available to all Users, although Users that 

receive co-location services normally would expect 

reduced latencies in sending orders to, and 

receiving market data from, the Exchange. 

12See 78 FR 50459, supra note 6, at 50459. The 

Affiliate SROs have also submitted substantially the 

same proposed rule change to propose the changes 

described herein. See SR–NYSE–2018–35, SR– 

NYSEAMER–2018–38, and SR–NYSENAT–2018– 

17. 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(5). 15 15 U.S.C. 78f(b)(4). 16 15 U.S.C. 78f(b)(8). 

incur one charge for the particular colocation service described herein, 

regardless of whether the User connects 

only to the Exchange or to the Exchange, 

one or more of its Affiliate SROs.12

The proposed change is not otherwise 

intended to address any other issues 

relating to co-location services and/or 

related fees, and the Exchange is not 

aware of any problems that Users would 

have in complying with the proposed 

change. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with Section 6(b) 

of the Act,13 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,14

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. 

The Exchange believes that the 

proposed change 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 upon the closing of the 

Transaction, CHX will be an affiliate of 

both the Exchange and the Affiliate 

SROs. Expanding the definition of 

Exchange Systems to incorporate CHX’s 

trading and execution systems, adding 

CHX’s data products to the table of 

Included Data Products, and removing 

CHX from the lists of Third Party 

Systems and Third Party Data Feeds 

would make the Fee Schedule treatment 

of CHX trading and execution systems 

and data products consistent with the 

treatment of the trading and execution 

systems and data products of the 

Exchange and the Affiliate SROs. 

Further, the Exchange believes that 

revising General Note 4 would promote 

just and equitable principles of trade 

and remove impediments to, and perfect 

the mechanisms of, a free and open 

market and a national market system as 

it would make clear that all Users that 

voluntarily select to access the LCN or 

IP network would receive the same 

access to the CHX trading and execution 

systems and connectivity to CHX data as 

to those of the Exchange and the 

Affiliate SROs and would not be subject 

to a charge above and beyond the fee 

paid for the relevant LCN or IP network 

access. In addition, as with Exchange 

and Affiliate SRO access and 

connectivity, a User would not be 

required to use any of its bandwidth to 

access the CHX trading and execution 

system or connect to CHX data unless it 

wished to do so. A User only receives 

access to Exchange Systems and 

connectivity to Included Data Products 

that it selects, and a User can change 

such access or connectivity it receives at 

any time, subject to authorization from 

the relevant data provider, the 

Exchange, or relevant Affiliate SRO. 

The Exchange believes that the nonsubstantive change to put the table of 

Included Data Products into 

alphabetical order 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 amendment would 

clarify Exchange rules and make it 

easier for market participants to find 

Included Data Products in the table. 

The Exchange also believes that the 

proposed fee change is consistent with 

Section 6(b)(4) of the Act,15 in 

particular, because it provides for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members, issuers and other persons 

using its facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Exchange believes that the 

proposed change 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, because the 

change would result in CHX, which will 

be an affiliate of the Exchange and the 

Affiliate SROs, being treated on the 

same terms and in the same manner as 

the Exchange and the Affiliate SROs 

with respect to their trading and 

execution systems and data products. 

The proposed change would result in 

reduced fees for Users that have access 

or connectivity to CHX, as it would no 

longer be a Third Party System or Third 

Party Data Feed. 

The Exchange believes that the 

proposed non-substantive change to put 

the table of Included Data Products into 

alphabetical order would be reasonable 

because the change would have no 

impact on pricing or services offered. 

Rather, the change would alleviate 

possible market participant confusion 

by making it easier to find Included 

Data Products in the table. 

For these reasons, the Exchange 

believes that the proposal is consistent 

with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,16 the Exchange believes that the 

proposed rule change will not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because, in 

addition to the use of co-location 

services being completely voluntary, 

they are available to all Users on an 

equal basis (i.e., the same range of 

products and services are available to all 

Users). 

The Exchange believes that the 

proposed change would not impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

change would result in CHX, which will 

be an affiliate of the Exchange and 

Affiliate SROs, being treated on the 

same terms and in the same manner as 

the Exchange and the Affiliate SROs 

with respect to their trading and 

execution systems and data products. 

As a result of the proposed changes, all 

Users that voluntarily select to access 

the LCN or IP network would receive 

the same access to the CHX trading and 

execution systems and connectivity to 

CHX data as to those of the Exchange 

and the Affiliate SROs and would not be 

subject to a charge above and beyond 

the fee paid for the relevant LCN or IP 

network access. A User would not be 

required to use any of its bandwidth to 

access the CHX trading and execution 

system or connect to CHX data unless it 

wishes to do so. The proposed change 

would result in reduced fees for Users 

that have access or connectivity to CHX, 

as it would no longer be a Third Party 

System or Third Party Data Feed. 

The Exchange believes that the 

proposed non-substantive change to put 

the table of Included Data Products into 

alphabetical order would not impose 

any burden on competition that is not 


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37548 Federal Register / Vol. 83, No. 148 / Wednesday, August 1, 2018 / Notices 

17 15 U.S.C. 78s(b)(3)(A)(iii). 

18 17 CFR 240.19b–4(f)(6). 

19 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. 

20 17 CFR 240.19b–4(f)(6). 

21 17 CFR 240.19b–4(f)(6)(iii). 

22For 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). 

23 15 U.S.C. 78s(b)(2)(B). 

24 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

change would have no impact on 

pricing or the services offered. Rather, 

the change would alleviate possible 

market participant confusion by making 

it easier to find Included Data Products 

in the table. 

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 17 and Rule 

19b–4(f)(6) thereunder.18 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.19

A proposed rule change filed under 

Rule 19b–4(f)(6) 20 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),21 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange requests that the Commission 

waive the 30-day operative delay so that 

the proposal may become operative 

immediately upon filing. The Exchange 

represents that the requested wavier 

would ensure that immediately upon 

the closing of the Transaction CHX 

would be treated on the same terms and 

in the same manner as the Exchange and 

the Affiliate SROs with respect to their 

trading and execution systems and data 

products. The waiver would allow the 

Exchange to expand the definition of 

Exchange Systems to incorporate CHX’s 

trading and execution systems, add 

CHX’s data products to the table of 

Included Data Products, and remove 

CHX from the lists of Third Party 

Systems and Third Party Data Feeds 

immediately upon the closing of the 

Transaction. In addition, it would 

implement the reduced fee for Users 

that currently have access or 

connectivity to CHX immediately upon 

Closing. The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission waives 

the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.22

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) 23 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

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 rule-comments@

sec.gov. Please include File Number SR– 

NYSEARCA–2018–53 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–NYSEARCA–2018–53. 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–NYSEARCA–2018–53 and 

should be submitted on or before 

August 22, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2018–16421 Filed 7–31–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83717; File No. SR–NYSE– 

2018–35] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List Related to Co-Location 

Services in Connection With a 

Proposed Transaction With the 

Chicago Stock Exchange, Inc. 

Exchange and Its Parent, CHX 

Holdings, Inc. 

July 26, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 


sradovich on DSK3GMQ082PROD with NOTICES