83 FR 37556 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE American Equities Price List and the NYSE American Options Fee Schedule Related to Co-Location Services in Connection With a Proposed Transaction With the Chicago Stock Exchange, Inc. Exchange and Its Parent, CHX Holdings, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 148 (August 1, 2018)
Federal Register Volume 83, Issue 148 (August 1, 2018)
| Page Range | 37556-37559 | |
| FR Document | 2018-16423 |
[Federal Register Volume 83, Number 148 (Wednesday, August 1, 2018)] [Notices] [Pages 37556-37559] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-16423] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83718; File No. SR-NYSEAMER-2018-38] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE American Equities Price List and the NYSE American Options Fee Schedule 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 American LLC (``Exchange'' or ``NYSE American'') 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 [[Page 37557]] by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the NYSE American Equities Price List (``Price List'') and the NYSE American Options Fee Schedule (``Fee Schedule'') related to co-location 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 Price List and Fee Schedule. 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 its Price List and Fee Schedule 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 non-substantive change to the Price List and Fee Schedule. --------------------------------------------------------------------------- \4\ The Exchange initially filed rule changes relating to its co-location services with the Commission in 2010. See Securities Exchange Act Release No. 62961 (September 21, 2010), 75 FR 59299 (September 27, 2010) (SR-NYSEAmex-2010-80). 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 wholly-owned 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 to the Exchange's affiliates the New York Stock Exchange LLC (``NYSE''), NYSE Arca, Inc. (``NYSE Arca''), and NYSE National, Inc. (``NYSE National'' and, together, the ``Affiliate SROs''). --------------------------------------------------------------------------- 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 Price List and Fee Schedule, 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\ --------------------------------------------------------------------------- \6\ For 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. 76009 (September 29, 2015), 80 FR 60213 (October 5, 2015) (SR-NYSEMKT-2015-67). As specified in the Price List and Fee Schedule, 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. See Securities Exchange Act Release No. 70176 (August 13, 2013), 78 FR 50471 (August 19, 2013) (SR-NYSEMKT-2013- 67). \7\ See Securities Exchange Act Release No. 79728 (January 4, 2017), 82 FR 3035 (January 10, 2017) (SR-NYSEMKT-2016-126). \8\ Id. Included Data Products are listed in the Price List and Fee Schedule under General Note 4. --------------------------------------------------------------------------- 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 affiliated entities in the first, third and fourth sentences. The proposed changes to the paragraph are as follows (additions italicized, deletions in brackets): 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, and Chicago Stock Exchange, Inc. (CHX and, together, the Exchange Systems), subject, in each case, to authorization by the NYSE, NYSE American, NYSE Arca [or] NYSE National or CHX, 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, or CHX. NYSE, NYSE American, NYSE Arca, [and] NYSE National and CHX 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. 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\ --------------------------------------------------------------------------- \9\ See Securities Exchange Act Release No. 80309 (March 24, 2017), 82 FR 15725 (March 30, 2017) (SR-NYSEMKT-2016-63). \10\ See id. --------------------------------------------------------------------------- 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. [[Page 37558]] General As is the case with all Exchange co-location arrangements, (i) neither a User nor any of the User's customers would be permitted to submit orders directly to the Exchange unless such User or customer is a member organization, a Sponsored Participant or an agent thereof (e.g., a service bureau providing order entry services); (ii) use of the co-location services proposed herein would be completely voluntary and available to all Users on a non-discriminatory basis; \11\ 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, one or more of its Affiliate SROs.\12\ --------------------------------------------------------------------------- \11\ As is currently the case, Users that receive co-location services from the Exchange will not receive any means of access to the Exchange's trading and execution systems that is separate from, or superior to, that of other Users. In this regard, all orders sent to the Exchange enter the Exchange's trading and execution systems through the same order gateway, regardless of whether the sender is co-located in the data center or not. In addition, co-located Users do not receive any market data or data service product that is not available to all Users, although Users that receive co-location services normally would expect reduced latencies in sending orders to, and receiving market data from, the Exchange. \12\ See 78 FR 50471, supra note 6, at 50471. The Affiliate SROs have also submitted substantially the same proposed rule change to propose the changes described herein. See SR-NYSE-2018-35, SR- NYSEArca-2018-53, and SR-NYSENAT-2018-17. --------------------------------------------------------------------------- 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. --------------------------------------------------------------------------- \13\ 15 U.S.C. 78f(b). \14\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- 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 Price List and 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 non-substantive 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. --------------------------------------------------------------------------- \15\ 15 U.S.C. 78f(b)(4). --------------------------------------------------------------------------- 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). --------------------------------------------------------------------------- \16\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- 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 [[Page 37559]] 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 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\ --------------------------------------------------------------------------- \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. --------------------------------------------------------------------------- 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 19b-4(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\ --------------------------------------------------------------------------- \20\ 17 CFR 240.19b-4(f)(6). \21\ 17 CFR 240.19b-4(f)(6)(iii). \22\ 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). --------------------------------------------------------------------------- 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. --------------------------------------------------------------------------- \23\ 15 U.S.C. 78s(b)(2)(B). --------------------------------------------------------------------------- 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 CommentsUse 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-NYSEAMER-2018-38 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-NYSEAMER-2018-38. 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-NYSEAMER-2018-38 and should be submitted on or before August 22, 2018. --------------------------------------------------------------------------- \24\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\24\ Robert W. Errett, Deputy Secretary. [FR Doc. 2018-16423 Filed 7-31-18; 8:45 am] BILLING CODE 8011-01-P
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C. Self-Regulatory Organization’s closing of the Transaction. In addition, Commission, and all written
Statement on Comments on the it would implement the reduced fee for communications relating to the
Proposed Rule Change Received From Users that currently have access or proposed rule change between the
Members, Participants, or Others connectivity to CHX immediately upon Commission and any person, other than
No written comments were solicited Closing. The Commission believes that those that may be withheld from the
or received with respect to the proposed waiving the 30-day operative delay is public in accordance with the
rule change. consistent with the protection of provisions of 5 U.S.C. 552, will be
investors and the public interest. available for website viewing and
III. Date of Effectiveness of the Accordingly, the Commission waives printing in the Commission’s Public
Proposed Rule Change and Timing for the 30-day operative delay and Reference Room, 100 F Street NE,
Commission Action designates the proposed rule change Washington, DC 20549 on official
The Exchange has filed the proposed operative upon filing.22 business days between the hours of
rule change pursuant to Section At any time within 60 days of the 10:00 a.m. and 3:00 p.m. Copies of the
19(b)(3)(A)(iii) of the Act 17 and Rule filing of such proposed rule change, the filing also will be available for
19b–4(f)(6) thereunder.18 Because the Commission summarily may inspection and copying at the principal
proposed rule change does not: (i) temporarily suspend such rule change if office of the Exchange. All comments
Significantly affect the protection of it appears to the Commission that such received will be posted without change.
investors or the public interest; (ii) action is necessary or appropriate in the Persons submitting comments are
impose any significant burden on public interest, for the protection of cautioned that we do not redact or edit
competition; and (iii) become operative investors, or otherwise in furtherance of personal identifying information from
prior to 30 days from the date on which the purposes of the Act. If the comment submissions. You should
it was filed, or such shorter time as the Commission takes such action, the submit only information that you wish
Commission may designate, if Commission shall institute proceedings to make available publicly. All
consistent with the protection of under Section 19(b)(2)(B) 23 of the Act to submissions should refer to File
investors and the public interest, the determine whether the proposed rule Number SR–NYSENAT–2018–17 and
proposed rule change has become change should be approved or should be submitted on or before
disapproved. August 22, 2018.
effective pursuant to Section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii) IV. Solicitation of Comments For the Commission, by the Division of
thereunder.19 Trading and Markets, pursuant to delegated
Interested persons are invited to authority.24
A proposed rule change filed under submit written data, views, and
Rule 19b–4(f)(6) 20 normally does not Robert W. Errett,
arguments concerning the foregoing,
become operative prior to 30 days after Deputy Secretary.
including whether the proposed rule
the date of the filing. However, pursuant change is consistent with the Act. [FR Doc. 2018–16420 Filed 7–31–18; 8:45 am]
to Rule 19b–4(f)(6)(iii),21 the Comments may be submitted by any of BILLING CODE 8011–01–P
Commission may designate a shorter the following methods:
time if such action is consistent with the
protection of investors and the public Electronic Comments SECURITIES AND EXCHANGE
interest. The Exchange requests that the • Use the Commission’s internet COMMISSION
Commission waive the 30-day operative comment form (http://www.sec.gov/ [Release No. 34–83718; File No. SR–
delay so that the proposal may become rules/sro.shtml); or NYSEAMER–2018–38]
operative immediately upon filing. The • Send an email to rule-comments@
Exchange represents that the requested sec.gov. Please include File Number SR– Self-Regulatory Organizations; NYSE
wavier would ensure that immediately NYSENAT–2018–17 on the subject line. American LLC; Notice of Filing and
upon the closing of the Transaction Immediate Effectiveness of Proposed
Paper Comments Rule Change To Amend the NYSE
CHX would be treated on the same
terms and in the same manner as the • Send paper comments in triplicate American Equities Price List and the
Exchange and the Affiliate SROs with to Secretary, Securities and Exchange NYSE American Options Fee Schedule
respect to their trading and execution Commission, 100 F Street NE, Related to Co-Location Services in
systems and data products. The waiver Washington, DC 20549–1090. Connection With a Proposed
would allow the Exchange to expand All submissions should refer to File Transaction With the Chicago Stock
the definition of Exchange Systems to Number SR–NYSENAT–2018–17. This Exchange, Inc. Exchange and Its
incorporate CHX’s trading and file number should be included on the Parent, CHX Holdings, Inc.
execution systems, add CHX’s data subject line if email is used. To help the
July 26, 2018.
products to the table of Included Data Commission process and review your
comments more efficiently, please use Pursuant to Section 19(b)(1) 1 of the
Products, and remove CHX from the
only one method. The Commission will Securities Exchange Act of 1934
lists of Third Party Systems and Third
post all comments on the Commission’s (‘‘Act’’) 2 and Rule 19b–4 thereunder,3
Party Data Feeds immediately upon the
internet website (http://www.sec.gov/ notice is hereby given that on July 16,
17 15 U.S.C. 78s(b)(3)(A)(iii). rules/sro.shtml). Copies of the 2018, NYSE American LLC (‘‘Exchange’’
18 17 CFR 240.19b–4(f)(6). submission, all subsequent or ‘‘NYSE American’’) filed with the
19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
amendments, all written statements Securities and Exchange Commission
sradovich on DSK3GMQ082PROD with NOTICES
4(f)(6) requires a self-regulatory organization to give
with respect to the proposed rule (‘‘Commission’’) the proposed rule
the Commission written notice of its intent to file change as described in Items I and II
the proposed rule change at least five business days change that are filed with the
prior to the date of filing of the proposed rule
below, which Items have been prepared
change, or such shorter time as designated by the 22 For purposes only of waiving the 30-day
24 17 CFR 200.30–3(a)(12).
Commission. The Exchange has satisfied this operative delay, the Commission has considered the
requirement. proposed rule’s impact on efficiency, competition, 1 15 U.S.C. 78s(b)(1).
20 17 CFR 240.19b–4(f)(6). and capital formation. See 15 U.S.C. 78c(f). 2 15 U.S.C. 78a.
21 17 CFR 240.19b–4(f)(6)(iii). 23 15 U.S.C. 78s(b)(2)(B). 3 17 CFR 240.19b–4.
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![Federal Register / Vol. 83, No. 148 / Wednesday, August 1, 2018 / Notices 37557
by the self-regulatory organization. The affiliates of the Exchange.5 The affiliated entities in the first, third and
Commission is publishing this notice to Exchange also proposes to make a non- fourth sentences. The proposed changes
solicit comments on the proposed rule substantive change to the Price List and to the paragraph are as follows
change from interested persons. Fee Schedule. (additions italicized, deletions in
The Exchange proposes that the brackets):
I. Self-Regulatory Organization’s proposed rule change become operative
Statement of the Terms of Substance of When a User purchases access to the LCN
upon the closing of the Transaction. or IP network, it receives the ability to access
the Proposed Rule Change
General Note 4 the trading and execution systems of the
The Exchange proposes to amend the NYSE, NYSE American, NYSE Arca, [and]
Pursuant to General Note 4 of the NYSE National, and Chicago Stock
NYSE American Equities Price List Price List and Fee Schedule, when a Exchange, Inc. (CHX and, together, the
(‘‘Price List’’) and the NYSE American User 6 purchases access to the Liquidity Exchange Systems), subject, in each case, to
Options Fee Schedule (‘‘Fee Schedule’’) Center Network (‘‘LCN’’) or the internet authorization by the NYSE, NYSE American,
related to co-location services in protocol (‘‘IP’’) network, the two local NYSE Arca [or] NYSE National or CHX, as
connection with a proposed transaction area networks available in the data applicable. Such access includes access to
(‘‘Transaction’’) whereby the Chicago center,7 a User receives (a) the ability to the customer gateways that provide for order
Stock Exchange, Inc. (‘‘CHX’’) Exchange entry, order receipt (i.e., confirmation that an
access the trading and execution
and its parent, CHX Holdings, Inc. order has been received), receipt of drop
systems of the Exchange and the copies and trade reporting (i.e., whether a
(‘‘CHX Holdings’’), would become Affiliate SROs (‘‘Exchange Systems’’), trade is executed or cancelled), as well as for
indirect subsidiaries of Intercontinental and (b) connectivity to any of the listed sending information to shared data services
Exchange, Inc. (‘‘ICE’’), the Exchange’s data products (‘‘Included Data for clearing and settlement. A User can
indirect parent, and affiliates of the Products’’) that it selects. The majority change the access it receives at any time,
Exchange. The Exchange also proposes of the Included Data Products are subject to authorization by NYSE, NYSE
to make a non-substantive change to the proprietary feeds of the Exchange and American, NYSE Arca, [or] NYSE National,
Price List and Fee Schedule. The the Affiliate SROs.8 or CHX. NYSE, NYSE American, NYSE Arca,
proposed rule change is available on the Upon the closing of the Transaction, [and] NYSE National and CHX also offer
Exchange’s website at www.nyse.com, at CHX will be an affiliate of both the access to Exchange Systems to their
the principal office of the Exchange, and members, such that a User does not have to
Exchange and the Affiliate SROs. purchase access to the LCN or IP network to
at the Commission’s Public Reference Consistent with the treatment of the obtain access to Exchange Systems.
Room. Exchange’s and the Affiliate SROs’
trading and execution systems and data In addition, the Exchange proposes to
II. Self-Regulatory Organization’s add CHX to the table of Included Data
products, the Exchange proposes to
Statement of the Purpose of, and Products set forth in General Note 4.
expand the definition of Exchange
Statutory Basis for, the Proposed Rule In a non-substantive change, the
Systems to incorporate CHX’s trading
Change Exchange proposes to make the table of
and execution systems, and to add
CHX’s data products to the table of Included Data Products alphabetical by
In its filing with the Commission, the putting the list of NYSE American feeds
self-regulatory organization included Included Data Products. In order to
make the change, the Exchange before NYSE American Options. Such
statements concerning the purpose of, list currently follows NYSE Bonds.
and basis for, the proposed rule change proposes to add CHX to the list of
and discussed any comments it received trading and execution system providers Connectivity to Third Party Systems and
on the proposed rule change. The text in the first sentence of the first Third Party Data Feeds
of those statements may be examined at paragraph and add CHX to the lists of
Users may obtain access to the trading
the places specified in Item IV below. 5 In order to effect the Transaction, a wholly- and execution services of third party
The Exchange has prepared summaries, owned subsidiary of the Exchange’s direct parent markets and other content service
set forth in sections A, B, and C below, company, NYSE Group, Inc., would merge with and providers (‘‘Third Party Systems’’) of
of the most significant parts of such into CHX Holdings, with CHX Holdings continuing multiple third party markets and other
statements. as the surviving corporation. See Securities
Exchange Act Release Nos. 83635 (July 13, 2018) content service providers for a fee.9
A. Self-Regulatory Organization’s (SR–CHX–2018–004), and 83303 (May 22, 2018), 83 Users connect to Third Party Systems
Statement of the Purpose of, and the FR 24517 (May 29, 2018) (SR–CHX–2018–004). over the IP network. In addition, Users
CHX would also become an affiliate to the may obtain connectivity to data feeds
Statutory Basis for, the Proposed Rule Exchange’s affiliates the New York Stock Exchange
Change LLC (‘‘NYSE’’), NYSE Arca, Inc. (‘‘NYSE Arca’’), from third party markets and other
and NYSE National, Inc. (‘‘NYSE National’’ and, content service providers (‘‘Third Party
1. Purpose together, the ‘‘Affiliate SROs’’). Data Feeds’’) for a fee.10
6 For purposes of the Exchange’s co-location
Currently, CHX is listed in the tables
The Exchange proposes to amend its services, a ‘‘User’’ means any market participant
setting forth the Third Party Systems
Price List and Fee Schedule related to that requests to receive co-location services directly
from the Exchange. See Securities Exchange Act and Third Party Data Feeds, and Users
co-location 4 services in connection with Release No. 76009 (September 29, 2015), 80 FR seeking access to CHX’s trading and
the proposed Transaction whereby CHX 60213 (October 5, 2015) (SR–NYSEMKT–2015–67). execution services and data feeds are
and its parent, CHX Holdings, would As specified in the Price List and Fee Schedule, a
subject to the applicable fees. Consistent
become indirect subsidiaries of ICE, the User that incurs co-location fees for a particular co-
location service pursuant thereto would not be with the proposed changes to General
Exchange’s indirect parent, and subject to co-location fees for the same co-location Note 4 described above, because CHX
sradovich on DSK3GMQ082PROD with NOTICES
service charged by the Affiliate SROs. See will become an affiliate of the Exchange,
4 The Exchange initially filed rule changes Securities Exchange Act Release No. 70176 (August
13, 2013), 78 FR 50471 (August 19, 2013) (SR–
the Exchange proposes to delete CHX
relating to its co-location services with the
Commission in 2010. See Securities Exchange Act NYSEMKT–2013–67). from such tables.
7 See Securities Exchange Act Release No. 79728
Release No. 62961 (September 21, 2010), 75 FR
59299 (September 27, 2010) (SR–NYSEAmex–2010– (January 4, 2017), 82 FR 3035 (January 10, 2017) 9 See Securities Exchange Act Release No. 80309
80). The Exchange operates a data center in (SR–NYSEMKT–2016–126). (March 24, 2017), 82 FR 15725 (March 30, 2017)
Mahwah, New Jersey (the ‘‘data center’’) from 8 Id. Included Data Products are listed in the Price (SR–NYSEMKT–2016–63).
which it provides co-location services to Users. List and Fee Schedule under General Note 4. 10 See id.
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![Federal Register / Vol. 83, No. 148 / Wednesday, August 1, 2018 / Notices 37559
the LCN or IP network would receive A proposed rule change filed under Comments may be submitted by any of
the same access to the CHX trading and Rule 19b–4(f)(6) 20 normally does not the following methods:
execution systems and connectivity to become operative prior to 30 days after
Electronic Comments
CHX data as to those of the Exchange the date of the filing. However, pursuant
and the Affiliate SROs and would not be to Rule 19b–4(f)(6)(iii),21 the • Use the Commission’s internet
subject to a charge above and beyond Commission may designate a shorter comment form (http://www.sec.gov/
the fee paid for the relevant LCN or IP time if such action is consistent with the rules/sro.shtml); or
network access. A User would not be protection of investors and the public • Send an email to rule-comments@
required to use any of its bandwidth to interest. The Exchange requests that the sec.gov. Please include File Number SR–
access the CHX trading and execution Commission waive the 30-day operative NYSEAMER–2018–38 on the subject
system or connect to CHX data unless it delay so that the proposal may become line.
wishes to do so. The proposed change operative immediately upon filing. The
would result in reduced fees for Users Exchange represents that the requested Paper Comments
that have access or connectivity to CHX, wavier would ensure that immediately • Send paper comments in triplicate
as it would no longer be a Third Party upon the closing of the Transaction to Secretary, Securities and Exchange
System or Third Party Data Feed. CHX would be treated on the same Commission, 100 F Street NE,
The Exchange believes that the terms and in the same manner as the Washington, DC 20549–1090.
proposed non-substantive change to put Exchange and the Affiliate SROs with
the table of Included Data Products into respect to their trading and execution All submissions should refer to File
alphabetical order would not impose systems and data products. The waiver Number SR–NYSEAMER–2018–38. This
any burden on competition that is not would allow the Exchange to expand file number should be included on the
necessary or appropriate in furtherance the definition of Exchange Systems to subject line if email is used. To help the
of the purposes of the Act because the incorporate CHX’s trading and Commission process and review your
change would have no impact on execution systems, add CHX’s data comments more efficiently, please use
pricing or the services offered. Rather, products to the table of Included Data only one method. The Commission will
the change would alleviate possible Products, and remove CHX from the post all comments on the Commission’s
market participant confusion by making lists of Third Party Systems and Third internet website (http://www.sec.gov/
it easier to find Included Data Products Party Data Feeds immediately upon the rules/sro.shtml). Copies of the
in the table. closing of the Transaction. In addition, submission, all subsequent
it would implement the reduced fee for amendments, all written statements
C. Self-Regulatory Organization’s Users that currently have access or with respect to the proposed rule
Statement on Comments on the connectivity to CHX immediately upon change that are filed with the
Proposed Rule Change Received From Closing. The Commission believes that Commission, and all written
Members, Participants, or Others waiving the 30-day operative delay is communications relating to the
No written comments were solicited consistent with the protection of proposed rule change between the
or received with respect to the proposed investors and the public interest. Commission and any person, other than
rule change. Accordingly, the Commission waives those that may be withheld from the
the 30-day operative delay and public in accordance with the
III. Date of Effectiveness of the designates the proposed rule change provisions of 5 U.S.C. 552, will be
Proposed Rule Change and Timing for operative upon filing.22 available for website viewing and
Commission Action At any time within 60 days of the printing in the Commission’s Public
The Exchange has filed the proposed filing of such proposed rule change, the Reference Room, 100 F Street NE,
rule change pursuant to Section Commission summarily may Washington, DC 20549 on official
19(b)(3)(A)(iii) of the Act 17 and Rule temporarily suspend such rule change if business days between the hours of
19b–4(f)(6) thereunder.18 Because the it appears to the Commission that such 10:00 a.m. and 3:00 p.m. Copies of the
proposed rule change does not: (i) action is necessary or appropriate in the filing also will be available for
Significantly affect the protection of public interest, for the protection of inspection and copying at the principal
investors or the public interest; (ii) investors, or otherwise in furtherance of office of the Exchange. All comments
impose any significant burden on the purposes of the Act. If the received will be posted without change.
competition; and (iii) become operative Commission takes such action, the Persons submitting comments are
prior to 30 days from the date on which Commission shall institute proceedings cautioned that we do not redact or edit
it was filed, or such shorter time as the under Section 19(b)(2)(B) 23 of the Act to personal identifying information from
Commission may designate, if determine whether the proposed rule comment submissions. You should
consistent with the protection of change should be approved or submit only information that you wish
investors and the public interest, the disapproved. to make available publicly. All
proposed rule change has become IV. Solicitation of Comments submissions should refer to File
effective pursuant to Section 19(b)(3)(A) Number SR–NYSEAMER–2018–38 and
Interested persons are invited to should be submitted on or before
of the Act and Rule 19b–4(f)(6)(iii) submit written data, views, and
thereunder. 19 August 22, 2018.
arguments concerning the foregoing,
including whether the proposed rule For the Commission, by the Division of
17 15 U.S.C. 78s(b)(3)(A)(iii).
change is consistent with the Act. Trading and Markets, pursuant to delegated
sradovich on DSK3GMQ082PROD with NOTICES
18 17 CFR 240.19b–4(f)(6). authority.24
19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
20 17
CFR 240.19b–4(f)(6). Robert W. Errett,
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
21 17
CFR 240.19b–4(f)(6)(iii). Deputy Secretary.
22 For purposes only of waiving the 30-day
the proposed rule change at least five business days [FR Doc. 2018–16423 Filed 7–31–18; 8:45 am]
prior to the date of filing of the proposed rule operative delay, the Commission has considered the
BILLING CODE 8011–01–P
change, or such shorter time as designated by the proposed rule’s impact on efficiency, competition,
Commission. The Exchange has satisfied this and capital formation. See 15 U.S.C. 78c(f).
requirement. 23 15 U.S.C. 78s(b)(2)(B). 24 17 CFR 200.30–3(a)(12).
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Document Created: 2018-08-01 01:23:35
Document Modified: 2018-08-01 01:23:35
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 83 FR 37556 |
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