[Federal Register Volume 83, Number 109 (Wednesday, June 6, 2018)]
[Notices]
[Pages 26314-26327]
[FR Doc No: 2018-12111]

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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

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

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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    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
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                            Dedicated Cabinet
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             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
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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.
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    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

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.

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.

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.

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

    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.

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

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

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;

(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

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

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\
---------------------------------------------------------------------------

    \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