Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its NYSE American Equities Price List and the NYSE American Options Fee Schedule Related to Co-location Services, 38704-38708 [2019-16857]

Download as PDF 38704 Federal Register / Vol. 84, No. 152 / Wednesday, August 7, 2019 / Notices SECURITIES AND EXCHANGE COMMISSION disapprove, the proposed rule change (File No. SR–NASDAQ–2019–049). [Release No. 34–86545; File No. SR– NASDAQ–2019–049] For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.6 Jill M. Peterson, Assistant Secretary. Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Designation of Longer Period for Commission Action on a Proposed Rule Change To Amend the Definition of Family Member in Listing Rule 5605(a)(2) for Purposes of the Definition of Independent Director jspears on DSK3GMQ082PROD with NOTICES August 1, 2019. On May 29, 2019, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposal to modify the definition of a ‘‘Family Member’’, for purposes of the independence of directors, under Nasdaq Rule 5605(a)(2). The proposed rule change was published for comment in the Federal Register on June 18, 2019.3 The Commission has received no comments on the proposed rule change. Section 19(b)(2) of the Act 4 provides that, within 45 days of the publication of the notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the notice for this proposed rule change is August 2, 2019. The Commission is extending the 45day time period for Commission action on the proposed rule change. The Commission finds that it is appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change. Accordingly, pursuant to Section 19(b)(2) of the Act,5 the Commission designates September 16, 2019 as the date by which the Commission shall either approve, disapprove, or institute proceedings to determine whether to 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 86095 (June 12, 2019), 84 FR 28379. 4 15 U.S.C. 78s(b)(2). 5 15 U.S.C. 78s(b)(2)(A)(ii)(I). [FR Doc. 2019–16854 Filed 8–6–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–86548; File No. SR– NYSEAMER–2019–28] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its NYSE American Equities Price List and the NYSE American Options Fee Schedule Related to Co-location Services August 1, 2019. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b-4 thereunder,3 notice is hereby given that on July 18, 2019, NYSE American LLC (‘‘NYSE American’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its NYSE American Equities Price List (‘‘Price List’’) and the NYSE American Options Fee Schedule (‘‘Fee Schedule’’) related to co-location services to amend the Partial Cabinet Solution bundles. 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 2 17 VerDate Sep<11>2014 16:49 Aug 06, 2019 Jkt 247001 6 17 CFR 200.30–3(a)(31). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00118 Fmt 4703 Sfmt 4703 and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Price List and Fee Schedule related to co-location 4 services offered by the Exchange to amend two of the Partial Cabinet Solution (‘‘PCS’’) bundles that the Exchange offers Users.5 The proposed change would have the effect of lowering the latency in the Liquidity Center Network (‘‘LCN’’) connection included in two of the PCS bundles. This is not a fee filing: there is no proposed change to the fee for the PCS bundles. The Exchange plans to implement the change during the fourth quarter of 2019. It will announce the implementation date through a customer notice. Proposed Change to the Option C and Option D PCS Bundles There are four PCS bundles, Options A through D. Each PCS bundle option includes a partial cabinet; access to the LCN and internet protocol (‘‘IP’’) network, the local area networks available in the data center; two fiber cross connections; and connectivity to one of two time feeds.6 The PCS 4 The Exchange initially filed rule changes relating to its co-location services with the Securities and Exchange Commission (‘‘Commission’’) in 2010. See Securities Exchange Act Release No. 62961 (September 21, 2010), 75 FR 59299 (September 27, 2010) (SR–NYSEAmex-2010– 80). The Exchange operates a data center in Mahwah, New Jersey (the ‘‘data center’’) from which it provides co-location services to Users. 5 For purposes of the Exchange’s co-location services, a ‘‘User’’ means any market participant that requests to receive co-location services directly from the Exchange. See Securities Exchange Act Release No. 76009 (September 29, 2015), 80 FR 60213 (October 5, 2015) (SR–NYSEMKT–2015–67). As specified in the Price List and Fee Schedule, a User that incurs co-location fees for a particular colocation service pursuant thereto would 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 Arca, Inc. (‘‘NYSE Arca’’) and NYSE National, Inc. (‘‘NYSE National’’ and together with NYSE, NYSE Arca, and NYSE Chicago, Inc., the ‘‘Affiliate SROs’’). See Securities Exchange Act Release No. 70176 (August 13, 2013), 78 FR 50471 (August 19, 2013) (SR–NYSEMKT–2013–67). 6 See Securities Exchange Act Release No. 77071 (February 5, 2016), 81 FR 7382 (February 11, 2016) (SR–NYSEMKT–2015–89). E:\FR\FM\07AUN1.SGM 07AUN1 Federal Register / Vol. 84, No. 152 / Wednesday, August 7, 2019 / Notices bundles were designed to attract smaller Users, including those with minimal power or cabinet space demands or those for which the costs attendant with having a dedicated cabinet or greater network connection bandwidth are too burdensome.7 Currently, the Options C and D PCS bundles include 10 Gigabit (‘‘Gb’’) LCN connections. The Exchange proposes to change each 10 Gb LCN connection to a lower-latency 10 Gb LCN connection, referred to as the ‘‘LCN 10 Gb LX.’’ 8 As a result of this change, Users will benefit from a lower latency LCN connection in the Options C and D PCS bundles at the same cost. The sole change to the Price List and Fee Schedule would be to add ‘‘LX’’ to the reference to the 10 Gb LCN connection in the description of Option C and Option D in the Price List and Fee Schedule. The revised text would read as follows (proposed additions underlined): • For Option C: 1 kW partial cabinet, 1 LCN connection (10 Gb LX), 1 IP network connection (10 Gb), 2 fiber cross connections and either the Network Time Protocol Feed or Precision Timing Protocol. • For Option D: 2 kW partial cabinet, 1 LCN connection (10 Gb LX), 1 IP network connection (10 Gb), 2 fiber cross connections and either the Network Time Protocol Feed or Precision Timing Protocol. Application and Impact of the Proposed Change The proposed change would apply to all Option C and Option D PCS bundles, including those that Users currently have.9 Those current Users would benefit immediately from the lower latency connection. The Exchange believes that would be the only consequence for them, as (a) the current Users would not be required to change their equipment to accommodate the change, and so would not incur equipment costs, and (b) there would be no change in the prices they pay for their Option C and Option D PCS bundles. The proposed change would not apply differently to distinct types or sizes of market participants. Rather, it 7 Id., at 7384. Securities Exchange Act Release No. 70886 (November 15, 2013), 78 FR 69904 (November 21, 2013) (SR–NYSEMKT–2013–92) (notice of filing and immediate effectiveness of proposed rule change to offer LCN 10 Gb LX connection). 9 The Exchange does not propose to make a change to the Option A or B PCS bundles. The Option A and B PCS bundles include 1 Gb LCN connections, and the Exchange does not offer a 1 Gb LCN connection with a lower latency than that in the current bundles. jspears on DSK3GMQ082PROD with NOTICES 8 See VerDate Sep<11>2014 16:49 Aug 06, 2019 Jkt 247001 would apply to all Users equally. All Users that order an Option C or D bundle would receive an LCN 10 Gb LX connection as part of that bundle. Users that require other sizes or combinations of cabinets, network connections and cross connects could still request them, and would still have the choice of purchasing a 10 Gb LCN connection, an LCN 10 Gb LX connection, or both. As is currently the case, the purchase of any colocation service, including PCS bundles, is completely voluntary and the Price List and Fee Schedule are applied uniformly to all Users. Competitive Environment A User may host another entity in its space within the data center. Such Users are called ‘‘Hosting Users,’’ and their customers are ‘‘Hosted Customers.’’ 10 Based on conversations with Users and potential customers, the Exchange believes that Hosting Users offer bundles (‘‘Hosting User Bundles’’) that include cabinet space and space on shared LCN and IP network connections—and that the Hosting User Bundles provide their end users with a service similar to that of the PCS bundles, but with a lower cost and latency.11 The proposed change is intended to create a more level playing field between the Exchange and the Hosting Users, who compete for Hosted Customer business. Based on the above conversations, the Exchange understands that, given the choice, customers may choose a Hosting User Bundle over a PCS bundle, with the latency of the 10 Gb LCN connection being a major factor in the choice. The Exchange believes that, by reducing the latency of the LCN connection, the proposed change may make Option C and D PCS bundles more attractive to potential Users who might otherwise opt to become Hosted Customers. Importantly, the change would provide potential Users with a wider range of attractive choices, which would be a benefit to the competitive environment, especially for potential Users with minimal power or cabinet space demands or those for which the costs 10 A Hosting User is required to be a User, but because only Users can be Hosting Users, a Hosted Customer is not able to provide hosting services to any other entities in the space in which it is hosted. The Exchange allows Users to act as Hosting Users for a monthly fee. See Securities Exchange Act Release No. 76009 (September 29, 2015), 80 FR 60213 (October 5, 2015) (SR–NYSEMKT–2015–67). 11 Because Hosting Users’ services are not regulated, they may offer differentiated pricing and are not required to make their pricing public or disclose it to the Exchange. The Exchange therefore does not have direct visibility into the specific range of options, or cost thereof, offered by Hosting Users, and relies on third parties for information. PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 38705 attendant with having a dedicated cabinet or greater network connection bandwidth are too burdensome.12 The Exchange operates in a highly competitive market in which exchanges and other vendors (i.e., Hosting Users) 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. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. Specifically, in Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system ‘‘has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.’’ 13 General As is the case with all Exchange colocation arrangements, (i) neither a User nor any of the User’s customers would be permitted to submit orders directly to the Exchange unless such User or customer is a member organization, a Sponsored Participant or an agent thereof (e.g., a service bureau providing order entry services); (ii) use of the colocation services proposed herein would be completely voluntary and available to all Users on a non-discriminatory basis;14 and (iii) a User would only incur one charge for the particular colocation 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.15 The proposed change is not otherwise intended to address any other issues relating to co-location services and/or 12 See supra note 7. Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 14 As is currently the case, Users that receive colocation services from the Exchange will not receive any means of access to the Exchange’s trading and execution systems that is separate from, or superior to, that of other Users. In this regard, all orders sent to the Exchange enter the Exchange’s trading and execution systems through the same order gateway, regardless of whether the sender is co-located in the data center or not. In addition, co-located Users do not receive any market data or data service product that is not available to all Users, although Users that receive co-location services normally would expect reduced latencies, as compared to Users that are not co-located, in sending orders to, and receiving market data from, the Exchange. 15 See 78 FR 50471, supra note 5, at 50471. NYSE, NYSE Arca and NYSE National have submitted substantially the same proposed rule change to propose the changes described herein. See SR– NYSE–2019–41, SR–NYSEArca-2019–54, and SR– NYSENAT–2019–17. 13 See E:\FR\FM\07AUN1.SGM 07AUN1 38706 Federal Register / Vol. 84, No. 152 / Wednesday, August 7, 2019 / Notices related fees, and the Exchange is not aware of any problems that Users would have in complying with the proposed change. jspears on DSK3GMQ082PROD with NOTICES 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,16 in general, and furthers the objectives of Section 6(b)(5) of the Act,17 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 does not unfairly discriminate between customers, issuers, brokers, or dealers. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(4) of the Act,18 because it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. The Proposed Change Is Not Unfairly Discriminatory The proposed change would not apply differently to distinct types or sizes of market participants. Rather, it would apply to all Users equally. The Exchange would continue to offer the four different PCS bundles with different cabinet footprints and network connections options. All Users that in the future order or currently use an Option C or D bundle would receive an LCN 10 Gb LX connection as part of that bundle. Users that require other sizes or combinations of cabinets, network connections and cross connects could still request them, and would still have the choice of purchasing a 10 Gb LCN connection, an LCN 10 Gb LX connection, or both. As is currently the case, the purchase of any colocation service, including PCS bundles, is completely voluntary. Having the change apply to all Option C and D PCS bundles, including those that Users already have, would ensure that all Users with Option C and D PCS bundles receive the same services no matter when they purchased them. The 16 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 18 15 U.S.C. 78f(b)(4). 17 15 VerDate Sep<11>2014 16:49 Aug 06, 2019 Jkt 247001 current Users would receive the benefit of a lower latency LCN connection immediately. The Exchange believes that would be the only effect of this change for current Users, as (a) they would not be required to change their equipment to accommodate the change, and so would not incur equipment costs, and (b) there would be no change in the initial charge or MRC for the applicable PCS bundles. As a result of the proposed change, the latency of the LCN connection in the Option C and D bundles would be reduced. The proposed change would assist Users in making their network connectivity more efficient by reducing the time that messaging (e.g., orders and quotes) takes to reach the Exchange’s trading and execution system once sent from their co-located servers and also the time that market data takes to reach their co-located servers. The Exchange believes that the reduction in latencies attributed to the LCN 10 Gb LX connection would provide Users with a more efficient means of processing their messages sent to the Exchange’s trading and execution system from the data center. The changes would continue to make it more cost effective for Users to utilize co-location by offering a cost effective, convenient way to create a colocation environment, through the choice among PCS bundles with different cabinet footprints and network connections options. The Exchange expects that such Users would include those with minimal power or cabinet space demands and Users for which the costs attendant with having a dedicated cabinet or greater network connection bandwidth are too burdensome. The Proposed Change Is Reasonable and Equitable The Exchange believes that the proposed change is a reasonable attempt to create a more level playing field between the Exchange and Hosting Users. The Exchange believes that, by reducing the latency in the included LCN connection, the proposed change may make Option C and D PCS bundles more attractive to potential Users who may otherwise opt to become Hosted Customers, and thus enhance the competitive environment for potential Users (who would then have more options from which to select). Without this proposed rule change, potential Users choosing between a PCS bundle and a Hosting User Bundle would have fewer attractive options. This would be a detriment for them, especially for potential Users with minimal power or cabinet space demands or those for which the costs PO 00000 Frm 00120 Fmt 4703 Sfmt 4703 attendant with having a dedicated cabinet or greater network connection bandwidth are too burdensome.19 The proposed change would not apply differently to distinct types or sizes of market participants. Rather, it would apply to all Users and potential Users equally. The Exchange would continue to offer the four different PCS bundles with different cabinet footprints and network connections options. All Users that order an Option C or D bundle would receive an LCN 10 Gb LX connection as part of that bundle. Users that require other sizes or combinations of cabinets, network connections and cross connects could still request them, and would still have the choice of purchasing a 10 Gb LCN connection, an LCN 10 Gb LX connection, or both. As is currently the case, the purchase of any colocation service, including PCS bundles, is completely voluntary. Having the change apply to all Option C and D PCS bundles, including those that Users already have, would ensure that all Users with Option C and D PCS bundles receive the same services no matter when they purchased them. The current Users would receive the benefit of a lower latency connection immediately. The Exchange believes that would be the only effect of this change for current Users as (a) they would not be required to change their equipment to accommodate the change, and so would not incur equipment costs, and (b) there would be no change in the initial charge or MRC for the applicable PCS bundles. The Exchange operates in a highly competitive market in which exchanges and other vendors (i.e., Hosting Users) 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 colocation services are constrained by the active competition for the order flow of, and other business from, such market participants. For the reasons above, the proposed changes do not unfairly discriminate between or among market participants that are otherwise capable of satisfying any applicable co-location fees, requirements, terms and conditions established from time to time by the Exchange. For these reasons, the Exchange believes that the proposal is consistent with the Act. 19 See E:\FR\FM\07AUN1.SGM supra note 7. 07AUN1 Federal Register / Vol. 84, No. 152 / Wednesday, August 7, 2019 / Notices B. Self-Regulatory Organization’s Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,20 the Exchange believes that the proposed rule change will not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act because, in addition to the proposed services being completely voluntary, they are available to all Users on an equal basis: all Users that order an Option C or Option D bundle would receive an LCN 10 Gb LX connection as part of that bundle. The Exchange believes that the proposed changes are reasonable and designed to be fair and equitable, and therefore, will not unduly burden any particular group of Users. Under the proposed change the Exchange will continue to offer cost effective options for Users to create a colocation environment through the PCS bundles. jspears on DSK3GMQ082PROD with NOTICES Intramarket Competition The Exchange does not believe that the proposed change would place any burden on intramarket competition that is not necessary or appropriate. The purpose of this filing is not to change any fees, but rather to make a change to the contents of the Option C and D PCS bundles that would give current and future Users of those bundles more efficient connections for the same costs. As a result of the proposed change, the latency of the LCN connection in the Option C and D PCS bundles would be reduced. The proposed change would assist Users in making their network connectivity more efficient by reducing the time that messaging (e.g., orders and quotes) takes to reach the Exchange’s trading and execution system once sent from their co-located servers and also the time that market data takes to reach their co-located servers. The Exchange believes that the reduction in latencies attributed to the LCN 10 Gb LX connection would provide Users with a more efficient means of processing their messages sent to the Exchange’s trading and execution system from the data center. The proposed change would apply to all Users equally. The Exchange would continue to offer the four different PCS bundles with different cabinet footprints and network connections options. All Users that have an Option C or D PCS bundle—including those that already have one—would receive an LCN 10 Gb LX connection as part of that bundle. Users that require other sizes or combinations of cabinets, network connections and cross connects could 20 15 U.S.C. 78f(b)(8). VerDate Sep<11>2014 18:14 Aug 06, 2019 still request them, and would still have the choice of purchasing a 10 Gb LCN connection, an LCN 10 Gb LX connection, or both. The current Users would receive the benefit of a lower latency connection at the same cost. The Exchange believes that would be the only effect of this change for current Users, as (a) they would not be required to change their equipment to accommodate the change, and so would not incur equipment costs, and (b) there would be no change in the initial charge or MRC for the applicable PCS bundles. Intermarket Competition The Exchange does not believe that the proposed fee would impose any burden on intermarket competition that is not necessary or appropriate. The Exchange believes that the proposed change is a reasonable attempt to create a more level playing field between the Exchange and Hosting Users. Because Hosting Users’ services are not regulated, they may offer differentiated pricing and are not required to make their pricing public. The Exchange believes that, by reducing the latency in the included LCN connection, the proposed change may make Option C and D PCS bundles more attractive to potential Users who might otherwise opt to become Hosted Customers. At the same time, however, no potential User would be obligated to purchase a PCS bundle, and it would still have the options offered by Hosting Users. Without this proposed rule change, potential Users choosing between a PCS bundle and a Hosting User Bundle would have fewer attractive options. This would be a detriment for them, especially for potential Users with minimal power or cabinet space demands or those for which the costs attendant with having a dedicated cabinet or greater network connection bandwidth are too burdensome.21 The Exchange operates in a highly competitive market in which exchanges and other vendors (i.e., Hosting Users) 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 colocation services are constrained by the active competition for the order flow of, and other business from, such market participants. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and 21 See Jkt 247001 PO 00000 supra note 7. Frm 00121 Fmt 4703 Sfmt 4703 38707 services in the securities markets. Specifically, in Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system ‘‘has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.’’ 22 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 23 and Rule 19b–4(f)(6) thereunder.24 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.25 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) 26 of the Act to 22 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 23 15 U.S.C. 78s(b)(3)(A)(iii). 24 17 CFR 240.19b–4(f)(6). 25 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires the Exchange to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of 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. 26 15 U.S.C. 78s(b)(2)(B). E:\FR\FM\07AUN1.SGM 07AUN1 38708 Federal Register / Vol. 84, No. 152 / Wednesday, August 7, 2019 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.27 Jill M. Peterson, Assistant Secretary. determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments jspears on DSK3GMQ082PROD with NOTICES 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: [FR Doc. 2019–16857 Filed 8–6–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Electronic Comments [Release No. 34–86547; File No. SR– NYSEARCA–2019–54] • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEAMER–2019–28 on the subject line. Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE Arca Options Fees and Charges and the NYSE Arca Equities Fees and Charges Related to Co-Location Services Paper Comments August 1, 2019. • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEAMER–2019–28. 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 (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSEAMER–2019–28 and should be submitted on or before August 28, 2019. VerDate Sep<11>2014 16:49 Aug 06, 2019 Jkt 247001 Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on July 18, 2019, NYSE Arca, Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the NYSE Arca Options Fees and Charges (the ‘‘Options Fee Schedule’’) and the NYSE Arca Equities Fees and Charges (the ‘‘Equities Fee Schedule’’ and, together with the Options Fee Schedule, the ‘‘Fee Schedules’’) related to colocation services to amend the Partial Cabinet Solution bundles. 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 27 17 CFR 200.30–3(a)(12). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Fee Schedules related to co-location 4 services offered by the Exchange to amend two of the Partial Cabinet Solution (‘‘PCS’’) bundles that the Exchange offers Users.5 The proposed change would have the effect of lowering the latency in the Liquidity Center Network (‘‘LCN’’) connection included in two of the PCS bundles. This is not a fee filing: There is no proposed change to the fee for the PCS bundles. The Exchange plans to implement the change during the fourth quarter of 2019. It will announce the implementation date through a customer notice. Proposed Change to the Option C and Option D PCS Bundles There are four PCS bundles, Options A through D. Each PCS bundle option includes a partial cabinet; access to the LCN and internet protocol (‘‘IP’’) network, the local area networks available in the data center; two fiber cross connections; and connectivity to one of two time feeds.6 The PCS 4 The Exchange initially filed rule changes relating to its co-location services with the Securities and Exchange Commission (‘‘Commission’’) in 2010. See Securities Exchange Act Release No. 63275 (November 8, 2010), 75 FR 70048 (November 16, 2010) (SR–NYSEArca–2010– 100). The Exchange operates a data center in Mahwah, New Jersey (the ‘‘data center’’) from which it provides co-location services to Users. 5 For purposes of the Exchange’s co-location services, a ‘‘User’’ means any market participant that requests to receive co-location services directly from the Exchange. See Securities Exchange Act Release No. 76010 (September 29, 2015), 80 FR 60197 (October 5, 2015) (SR–NYSEArca–2015–82). As specified in the Fee Schedules, a User that incurs co-location fees for a particular co-location service pursuant thereto would not be subject to colocation fees for the same co-location service charged by the Exchange’s affiliates New York Stock Exchange LLC (‘‘NYSE’’), NYSE American LLC (‘‘NYSE American’’), and NYSE National, Inc. (‘‘NYSE National’’ and, together with NYSE, NYSE American and NYSE Chicago, Inc., the ‘‘Affiliate SROs’’).See Securities Exchange Act Release No. 70173 (August 13, 2013), 78 FR 50459 (August 19, 2013) (SR–NYSEArca–2013–80). 6 See Securities Exchange Act Release No. 77070 (February 5, 2016)), 81 FR 7401 (February 11, 2016) (SR–NYSEArca-2015–102). E:\FR\FM\07AUN1.SGM 07AUN1

Agencies

[Federal Register Volume 84, Number 152 (Wednesday, August 7, 2019)]
[Notices]
[Pages 38704-38708]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-16857]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86548; File No. SR-NYSEAMER-2019-28]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its 
NYSE American Equities Price List and the NYSE American Options Fee 
Schedule Related to Co-location Services

August 1, 2019.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on July 18, 2019, NYSE American LLC (``NYSE American'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend its NYSE American Equities Price 
List (``Price List'') and the NYSE American Options Fee Schedule (``Fee 
Schedule'') related to co-location services to amend the Partial 
Cabinet Solution bundles. The proposed rule change is available on the 
Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Price List and Fee Schedule 
related to co-location \4\ services offered by the Exchange to amend 
two of the Partial Cabinet Solution (``PCS'') bundles that the Exchange 
offers Users.\5\ The proposed change would have the effect of lowering 
the latency in the Liquidity Center Network (``LCN'') connection 
included in two of the PCS bundles. This is not a fee filing: there is 
no proposed change to the fee for the PCS bundles.
---------------------------------------------------------------------------

    \4\ The Exchange initially filed rule changes relating to its 
co-location services with the Securities and Exchange Commission 
(``Commission'') in 2010. See Securities Exchange Act Release No. 
62961 (September 21, 2010), 75 FR 59299 (September 27, 2010) (SR-
NYSEAmex-2010-80). The Exchange operates a data center in Mahwah, 
New Jersey (the ``data center'') from which it provides co-location 
services to Users.
    \5\ For purposes of the Exchange's co-location services, a 
``User'' means any market participant that requests to receive co-
location services directly from the Exchange. See Securities 
Exchange Act Release No. 76009 (September 29, 2015), 80 FR 60213 
(October 5, 2015) (SR-NYSEMKT-2015-67). As specified in the Price 
List and Fee Schedule, a User that incurs co-location fees for a 
particular co-location service pursuant thereto would not be subject 
to co-location fees for the same co-location service charged by the 
Exchange's affiliates New York Stock Exchange LLC (``NYSE''), NYSE 
Arca, Inc. (``NYSE Arca'') and NYSE National, Inc. (``NYSE 
National'' and together with NYSE, NYSE Arca, and NYSE Chicago, 
Inc., the ``Affiliate SROs''). See Securities Exchange Act Release 
No. 70176 (August 13, 2013), 78 FR 50471 (August 19, 2013) (SR-
NYSEMKT-2013-67).
---------------------------------------------------------------------------

    The Exchange plans to implement the change during the fourth 
quarter of 2019. It will announce the implementation date through a 
customer notice.
Proposed Change to the Option C and Option D PCS Bundles
    There are four PCS bundles, Options A through D. Each PCS bundle 
option includes a partial cabinet; access to the LCN and internet 
protocol (``IP'') network, the local area networks available in the 
data center; two fiber cross connections; and connectivity to one of 
two time feeds.\6\ The PCS

[[Page 38705]]

bundles were designed to attract smaller Users, including those with 
minimal power or cabinet space demands or those for which the costs 
attendant with having a dedicated cabinet or greater network connection 
bandwidth are too burdensome.\7\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 77071 (February 5, 
2016), 81 FR 7382 (February 11, 2016) (SR-NYSEMKT-2015-89).
    \7\ Id., at 7384.
---------------------------------------------------------------------------

    Currently, the Options C and D PCS bundles include 10 Gigabit 
(``Gb'') LCN connections. The Exchange proposes to change each 10 Gb 
LCN connection to a lower-latency 10 Gb LCN connection, referred to as 
the ``LCN 10 Gb LX.'' \8\ As a result of this change, Users will 
benefit from a lower latency LCN connection in the Options C and D PCS 
bundles at the same cost.
---------------------------------------------------------------------------

    \8\ See Securities Exchange Act Release No. 70886 (November 15, 
2013), 78 FR 69904 (November 21, 2013) (SR-NYSEMKT-2013-92) (notice 
of filing and immediate effectiveness of proposed rule change to 
offer LCN 10 Gb LX connection).
---------------------------------------------------------------------------

    The sole change to the Price List and Fee Schedule would be to add 
``LX'' to the reference to the 10 Gb LCN connection in the description 
of Option C and Option D in the Price List and Fee Schedule. The 
revised text would read as follows (proposed additions underlined):
     For Option C: 1 kW partial cabinet, 1 LCN connection (10 
Gb LX), 1 IP network connection (10 Gb), 2 fiber cross connections and 
either the Network Time Protocol Feed or Precision Timing Protocol.
     For Option D: 2 kW partial cabinet, 1 LCN connection (10 
Gb LX), 1 IP network connection (10 Gb), 2 fiber cross connections and 
either the Network Time Protocol Feed or Precision Timing Protocol.
Application and Impact of the Proposed Change
    The proposed change would apply to all Option C and Option D PCS 
bundles, including those that Users currently have.\9\ Those current 
Users would benefit immediately from the lower latency connection. The 
Exchange believes that would be the only consequence for them, as (a) 
the current Users would not be required to change their equipment to 
accommodate the change, and so would not incur equipment costs, and (b) 
there would be no change in the prices they pay for their Option C and 
Option D PCS bundles.
---------------------------------------------------------------------------

    \9\ The Exchange does not propose to make a change to the Option 
A or B PCS bundles. The Option A and B PCS bundles include 1 Gb LCN 
connections, and the Exchange does not offer a 1 Gb LCN connection 
with a lower latency than that in the current bundles.
---------------------------------------------------------------------------

    The proposed change would not apply differently to distinct types 
or sizes of market participants. Rather, it would apply to all Users 
equally. All Users that order an Option C or D bundle would receive an 
LCN 10 Gb LX connection as part of that bundle. Users that require 
other sizes or combinations of cabinets, network connections and cross 
connects could still request them, and would still have the choice of 
purchasing a 10 Gb LCN connection, an LCN 10 Gb LX connection, or both. 
As is currently the case, the purchase of any colocation service, 
including PCS bundles, is completely voluntary and the Price List and 
Fee Schedule are applied uniformly to all Users.
Competitive Environment
    A User may host another entity in its space within the data center. 
Such Users are called ``Hosting Users,'' and their customers are 
``Hosted Customers.'' \10\
---------------------------------------------------------------------------

    \10\ A Hosting User is required to be a User, but because only 
Users can be Hosting Users, a Hosted Customer is not able to provide 
hosting services to any other entities in the space in which it is 
hosted. The Exchange allows Users to act as Hosting Users for a 
monthly fee. See Securities Exchange Act Release No. 76009 
(September 29, 2015), 80 FR 60213 (October 5, 2015) (SR-NYSEMKT-
2015-67).
---------------------------------------------------------------------------

    Based on conversations with Users and potential customers, the 
Exchange believes that Hosting Users offer bundles (``Hosting User 
Bundles'') that include cabinet space and space on shared LCN and IP 
network connections--and that the Hosting User Bundles provide their 
end users with a service similar to that of the PCS bundles, but with a 
lower cost and latency.\11\
---------------------------------------------------------------------------

    \11\ Because Hosting Users' services are not regulated, they may 
offer differentiated pricing and are not required to make their 
pricing public or disclose it to the Exchange. The Exchange 
therefore does not have direct visibility into the specific range of 
options, or cost thereof, offered by Hosting Users, and relies on 
third parties for information.
---------------------------------------------------------------------------

    The proposed change is intended to create a more level playing 
field between the Exchange and the Hosting Users, who compete for 
Hosted Customer business. Based on the above conversations, the 
Exchange understands that, given the choice, customers may choose a 
Hosting User Bundle over a PCS bundle, with the latency of the 10 Gb 
LCN connection being a major factor in the choice. The Exchange 
believes that, by reducing the latency of the LCN connection, the 
proposed change may make Option C and D PCS bundles more attractive to 
potential Users who might otherwise opt to become Hosted Customers. 
Importantly, the change would provide potential Users with a wider 
range of attractive choices, which would be a benefit to the 
competitive environment, especially for potential Users with minimal 
power or cabinet space demands or those for which the costs attendant 
with having a dedicated cabinet or greater network connection bandwidth 
are too burdensome.\12\
---------------------------------------------------------------------------

    \12\ See supra note 7.
---------------------------------------------------------------------------

    The Exchange operates in a highly competitive market in which 
exchanges and other vendors (i.e., Hosting Users) 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. The Commission has 
repeatedly expressed its preference for competition over regulatory 
intervention in determining prices, products, and services in the 
securities markets. Specifically, in Regulation NMS, the Commission 
highlighted the importance of market forces in determining prices and 
SRO revenues and, also, recognized that current regulation of the 
market system ``has been remarkably successful in promoting market 
competition in its broader forms that are most important to investors 
and listed companies.'' \13\
---------------------------------------------------------------------------

    \13\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
---------------------------------------------------------------------------

General
    As is the case with all Exchange co-location arrangements, (i) 
neither a User nor any of the User's customers would be permitted to 
submit orders directly to the Exchange unless such User or customer is 
a member organization, a Sponsored Participant or an agent thereof 
(e.g., a service bureau providing order entry services); (ii) use of 
the co-location services proposed herein would be completely voluntary 
and available to all Users on a non-discriminatory basis;\14\ 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.\15\
---------------------------------------------------------------------------

    \14\ As is currently the case, Users that receive co-location 
services from the Exchange will not receive any means of access to 
the Exchange's trading and execution systems that is separate from, 
or superior to, that of other Users. In this regard, all orders sent 
to the Exchange enter the Exchange's trading and execution systems 
through the same order gateway, regardless of whether the sender is 
co-located in the data center or not. In addition, co-located Users 
do not receive any market data or data service product that is not 
available to all Users, although Users that receive co-location 
services normally would expect reduced latencies, as compared to 
Users that are not co-located, in sending orders to, and receiving 
market data from, the Exchange.
    \15\ See 78 FR 50471, supra note 5, at 50471. NYSE, NYSE Arca 
and NYSE National have submitted substantially the same proposed 
rule change to propose the changes described herein. See SR-NYSE-
2019-41, SR-NYSEArca-2019-54, and SR-NYSENAT-2019-17.
---------------------------------------------------------------------------

    The proposed change is not otherwise intended to address any other 
issues relating to co-location services and/or

[[Page 38706]]

related fees, and the Exchange is not aware of any problems that Users 
would have in complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\16\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\17\ 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 does not unfairly discriminate between customers, issuers, brokers, 
or dealers. The Exchange also believes that the proposed rule change is 
consistent with Section 6(b)(4) of the Act,\18\ 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.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

The Proposed Change Is Not Unfairly Discriminatory
    The proposed change would not apply differently to distinct types 
or sizes of market participants. Rather, it would apply to all Users 
equally. The Exchange would continue to offer the four different PCS 
bundles with different cabinet footprints and network connections 
options. All Users that in the future order or currently use an Option 
C or D bundle would receive an LCN 10 Gb LX connection as part of that 
bundle. Users that require other sizes or combinations of cabinets, 
network connections and cross connects could still request them, and 
would still have the choice of purchasing a 10 Gb LCN connection, an 
LCN 10 Gb LX connection, or both. As is currently the case, the 
purchase of any colocation service, including PCS bundles, is 
completely voluntary.
    Having the change apply to all Option C and D PCS bundles, 
including those that Users already have, would ensure that all Users 
with Option C and D PCS bundles receive the same services no matter 
when they purchased them. The current Users would receive the benefit 
of a lower latency LCN connection immediately. The Exchange believes 
that would be the only effect of this change for current Users, as (a) 
they would not be required to change their equipment to accommodate the 
change, and so would not incur equipment costs, and (b) there would be 
no change in the initial charge or MRC for the applicable PCS bundles.
    As a result of the proposed change, the latency of the LCN 
connection in the Option C and D bundles would be reduced. The proposed 
change would assist Users in making their network connectivity more 
efficient by reducing the time that messaging (e.g., orders and quotes) 
takes to reach the Exchange's trading and execution system once sent 
from their co-located servers and also the time that market data takes 
to reach their co-located servers. The Exchange believes that the 
reduction in latencies attributed to the LCN 10 Gb LX connection would 
provide Users with a more efficient means of processing their messages 
sent to the Exchange's trading and execution system from the data 
center.
    The changes would continue to make it more cost effective for Users 
to utilize co-location by offering a cost effective, convenient way to 
create a colocation environment, through the choice among PCS bundles 
with different cabinet footprints and network connections options. The 
Exchange expects that such Users would include those with minimal power 
or cabinet space demands and Users for which the costs attendant with 
having a dedicated cabinet or greater network connection bandwidth are 
too burdensome.
The Proposed Change Is Reasonable and Equitable
    The Exchange believes that the proposed change is a reasonable 
attempt to create a more level playing field between the Exchange and 
Hosting Users. The Exchange believes that, by reducing the latency in 
the included LCN connection, the proposed change may make Option C and 
D PCS bundles more attractive to potential Users who may otherwise opt 
to become Hosted Customers, and thus enhance the competitive 
environment for potential Users (who would then have more options from 
which to select).
    Without this proposed rule change, potential Users choosing between 
a PCS bundle and a Hosting User Bundle would have fewer attractive 
options. This would be a detriment for them, especially for potential 
Users with minimal power or cabinet space demands or those for which 
the costs attendant with having a dedicated cabinet or greater network 
connection bandwidth are too burdensome.\19\
---------------------------------------------------------------------------

    \19\ See supra note 7.
---------------------------------------------------------------------------

    The proposed change would not apply differently to distinct types 
or sizes of market participants. Rather, it would apply to all Users 
and potential Users equally. The Exchange would continue to offer the 
four different PCS bundles with different cabinet footprints and 
network connections options. All Users that order an Option C or D 
bundle would receive an LCN 10 Gb LX connection as part of that bundle. 
Users that require other sizes or combinations of cabinets, network 
connections and cross connects could still request them, and would 
still have the choice of purchasing a 10 Gb LCN connection, an LCN 10 
Gb LX connection, or both. As is currently the case, the purchase of 
any colocation service, including PCS bundles, is completely voluntary.
    Having the change apply to all Option C and D PCS bundles, 
including those that Users already have, would ensure that all Users 
with Option C and D PCS bundles receive the same services no matter 
when they purchased them. The current Users would receive the benefit 
of a lower latency connection immediately. The Exchange believes that 
would be the only effect of this change for current Users as (a) they 
would not be required to change their equipment to accommodate the 
change, and so would not incur equipment costs, and (b) there would be 
no change in the initial charge or MRC for the applicable PCS bundles.
    The Exchange operates in a highly competitive market in which 
exchanges and other vendors (i.e., Hosting Users) 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.
    For the reasons above, the proposed changes do not unfairly 
discriminate between or among market participants that are otherwise 
capable of satisfying any applicable co-location fees, requirements, 
terms and conditions established from time to time by the Exchange.
    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

[[Page 38707]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\20\ the Exchange 
believes that the proposed rule change will not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act because, in addition to the proposed services being 
completely voluntary, they are available to all Users on an equal 
basis: all Users that order an Option C or Option D bundle would 
receive an LCN 10 Gb LX connection as part of that bundle. The Exchange 
believes that the proposed changes are reasonable and designed to be 
fair and equitable, and therefore, will not unduly burden any 
particular group of Users. Under the proposed change the Exchange will 
continue to offer cost effective options for Users to create a 
colocation environment through the PCS bundles.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

Intramarket Competition
    The Exchange does not believe that the proposed change would place 
any burden on intramarket competition that is not necessary or 
appropriate. The purpose of this filing is not to change any fees, but 
rather to make a change to the contents of the Option C and D PCS 
bundles that would give current and future Users of those bundles more 
efficient connections for the same costs. As a result of the proposed 
change, the latency of the LCN connection in the Option C and D PCS 
bundles would be reduced. The proposed change would assist Users in 
making their network connectivity more efficient by reducing the time 
that messaging (e.g., orders and quotes) takes to reach the Exchange's 
trading and execution system once sent from their co-located servers 
and also the time that market data takes to reach their co-located 
servers. The Exchange believes that the reduction in latencies 
attributed to the LCN 10 Gb LX connection would provide Users with a 
more efficient means of processing their messages sent to the 
Exchange's trading and execution system from the data center.
    The proposed change would apply to all Users equally. The Exchange 
would continue to offer the four different PCS bundles with different 
cabinet footprints and network connections options. All Users that have 
an Option C or D PCS bundle--including those that already have one--
would receive an LCN 10 Gb LX connection as part of that bundle. Users 
that require other sizes or combinations of cabinets, network 
connections and cross connects could still request them, and would 
still have the choice of purchasing a 10 Gb LCN connection, an LCN 10 
Gb LX connection, or both.
    The current Users would receive the benefit of a lower latency 
connection at the same cost. The Exchange believes that would be the 
only effect of this change for current Users, as (a) they would not be 
required to change their equipment to accommodate the change, and so 
would not incur equipment costs, and (b) there would be no change in 
the initial charge or MRC for the applicable PCS bundles.
Intermarket Competition
    The Exchange does not believe that the proposed fee would impose 
any burden on intermarket competition that is not necessary or 
appropriate. The Exchange believes that the proposed change is a 
reasonable attempt to create a more level playing field between the 
Exchange and Hosting Users. Because Hosting Users' services are not 
regulated, they may offer differentiated pricing and are not required 
to make their pricing public. The Exchange believes that, by reducing 
the latency in the included LCN connection, the proposed change may 
make Option C and D PCS bundles more attractive to potential Users who 
might otherwise opt to become Hosted Customers. At the same time, 
however, no potential User would be obligated to purchase a PCS bundle, 
and it would still have the options offered by Hosting Users.
    Without this proposed rule change, potential Users choosing between 
a PCS bundle and a Hosting User Bundle would have fewer attractive 
options. This would be a detriment for them, especially for potential 
Users with minimal power or cabinet space demands or those for which 
the costs attendant with having a dedicated cabinet or greater network 
connection bandwidth are too burdensome.\21\
---------------------------------------------------------------------------

    \21\ See supra note 7.
---------------------------------------------------------------------------

    The Exchange operates in a highly competitive market in which 
exchanges and other vendors (i.e., Hosting Users) 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.
    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. Specifically, in 
Regulation NMS, the Commission highlighted the importance of market 
forces in determining prices and SRO revenues and, also, recognized 
that current regulation of the market system ``has been remarkably 
successful in promoting market competition in its broader forms that 
are most important to investors and listed companies.'' \22\
---------------------------------------------------------------------------

    \22\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
---------------------------------------------------------------------------

    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 \23\ and Rule 19b-4(f)(6) thereunder.\24\ 
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.\25\
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \24\ 17 CFR 240.19b-4(f)(6).
    \25\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires the Exchange to give the Commission written notice of its 
intent to file the proposed rule change, along with a brief 
description and text of 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.
---------------------------------------------------------------------------

    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) \26\ of the Act to

[[Page 38708]]

determine whether the proposed rule change should be approved or 
disapproved.
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:
Electronic Comments
     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEAMER-2019-28 on the subject line.
Paper Comments
     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEAMER-2019-28. 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 (https://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street, NE, Washington, 
DC 20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEAMER-2019-28 and should be submitted 
on or before August 28, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-16857 Filed 8-6-19; 8:45 am]
 BILLING CODE 8011-01-P
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