[Federal Register Volume 89, Number 110 (Thursday, June 6, 2024)]
[Notices]
[Pages 48463-48466]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-12367]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100256; File No. SR-CBOE-2024-008]


Self-Regulatory Organizations; Cboe Exchange, Inc.; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change To Adopt a New Rule Regarding Order and Execution 
Management Systems

May 31, 2024.

I. Introduction

    On February 13, 2024, Cboe Exchange, Inc. (``Cboe'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposal to adopt a new rule regarding order and execution management 
systems (``OEMS''). The proposed rule change was published for comment 
in the Federal Register on March 5, 2024.\3\ On April 16, 2024, 
pursuant to Section 19(b)(2) of the Exchange Act,\4\ the Commission 
designated a longer period within which to either approve the proposed 
rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.\5\ The Commission has received four comment letters regarding 
the proposed rule change.\6\ Cboe responded to the comments on April 
19, 2024.\7\ On May 24, 2024, the Commission received a comment letter 
in response to Cboe's response letter.\8\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 99620 (February 28, 
2024), 89 FR 15907 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 99963 (February 13, 
2020), 89 FR 29389 (April 22, 2024). The Commission designated June 
3, 2024, as the date by which it should approve, disapprove, or 
institute proceedings to determine whether to disapprove the 
proposed rule change.
    \6\ See letters to Vanessa Countryman, Secretary, Commission, 
from: Tyler Gellasch, President and CEO, Healthy Markets 
Association, dated March 25, 2024 (``Healthy Markets Letter''); Jim 
Considine, Chief Financial Officer, Mckay Brothers, LLC, dated March 
26, 2024 (``Mckay Letter''); Gregory Babyak, Global Head of 
Regulatory Affairs, Bloomberg L.P, dated March 26, 2024 (``Bloomberg 
Letter''); Gregory Babyak, Global head of Regulator Affairs, 
Bloomberg L.P., dated May 24, 2024. Comment letters can be accessed 
at SEC.gov [verbar] Comments on SR-CBOE-2024-008.
    \7\ See letter to Vanessa Countryman, Secretary, Commission, 
from Laura G. Dickman, Vice President, Associate General Counsel, 
Cboe Global Markets, Inc., dated April 24, 2024 (``Exchange 
Response''). The Exchange Response is available on the Commission's 
website at: srcboe2024008-460951-1202654.pdf (sec.gov).
    \8\ See letter to Vanessa Countryman, Secretary, Commission, 
from: Gregory Babyak, Global head of Regulator Affairs, Bloomberg 
L.P., dated May 24, 2024 (``Bloomberg Response Letter''). Comment 
letters can be accessed at SEC.gov [verbar] Comments on SR-CBOE-
2024-008.
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    This order institutes proceedings under Section 19(b)(2)(B) of the 
Exchange Act \9\ to determine whether to approve or disapprove the 
proposed rule changes.
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    \9\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Changes

    The Exchange proposes to adopt Rule 3.66 to provide that an OEMS 
\10\ operated in a manner independent from the Exchange despite 
affiliation with the Exchange will not be deemed a facility of the 
Exchange as that term is defined in the Act. Section 3(a)(2) of the Act 
defines ``facility'' as follows:
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    \10\ For a description of the functionalities of an OEMS, see 
Notice at 89 FR 15907-08.

    The term ``facility'' when used with respect to an exchange 
includes its premises, tangible or intangible property whether on 
the premises or not, any right to the use of such premises or 
property or any service thereof for the purpose of effecting or 
reporting a transaction on an exchange (including, among other 
things, any system of communication to or from the exchange, by 
ticker or otherwise, maintained by or with the consent of the 
exchange), and any right of the exchange to the use of any property 
or service.\11\
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    \11\ 15 U.S.C. 78c(a)(2).

    The Exchange's proposed Rule 3.66 would provide that for so long as 
the Exchange provides or is affiliated with any entity that provides, 
or the Exchange or an affiliate has a contractual relationship with any 
entity that provides, an OEMS platform, such OEMS will not be regulated 
as a ``facility'' of the Exchange and thus not subject to Section 6 of 
the Act if it meets certain conditions. These proposed conditions are:
    (a) use of the OEMS is voluntary (i.e., solely within the 
discretion of a TPH) and not required for a TPH to access to the 
Exchange (i.e., the OEMS is a nonexclusive means of access to the 
Exchange);
    (b) if a TPH using the OEMS establishes a direct connection to the 
Exchange via an Exchange port, that connection is established in the 
same manner and in accordance with the same terms, conditions, and fees 
as any third-party OEMS as set forth in the Exchange's Rules, technical 
specifications, and Fees Schedule;
    (c) the OEMS (or the entity that owns the OEMS) is not a registered 
broker-dealer;
    (d) for any orders ultimately routed through the OEMS to the 
Exchange:
    (1) users and their brokers are solely responsible for routing 
decisions; and
    (2) the Exchange processes those orders in the same manner as any 
other orders received by the Exchange (i.e., orders submitted through 
the OEMS to the Exchange receive no preferential treatment on the 
Exchange);
    (e) any fees charged to a user of the OEMS are unrelated to that 
user's Exchange activity or to Exchange fees set forth on the 
Exchange's fees schedule;
    (f) the OEMS and its users use any premises or service from the 
Exchange that is a facility, such as market data, pursuant to the same 
terms, conditions, and fees as any other user of Exchange premises and 
services as set forth in the Exchange's Rules, technical 
specifications, and Fees Schedule;
    (g) a third-party not required to register as a national securities 
exchange under Section 6 of the Act can offer a similar OEMS; and
    (h) the Exchange has established and maintains procedures and 
internal controls reasonably designed to prevent the OEMS from 
receiving any competitive advantage or benefit as a result of its 
affiliation/relationship with the Exchange, including the provision of 
information to the entity or personnel operating the OEMS regarding 
updates to the System (such as technical specifications) until such 
information is available generally to similarly situated market 
participants.
    The Exchange notes generally that OEMSs as such are not subject to 
the rule filing requirements of Section 19(b) of the Act. In limited 
instances however when the Exchange or an Exchange affiliate owns an 
OEMS platform, Commission staff has advised the Exchange that 
affiliation with those entities caused the OEMSs to be considered 
``facilities'' under the Act and are thus subject to the rule filing 
requirements under Section 19(b) of the Act.\12\ The Exchange, however, 
believes that even if an OEMS is offered by an Exchange affiliate, if 
it is operated as a separate business from the Exchange and is operated 
on the same terms as OEMSs that are not offered by the Exchange or an 
Exchange affiliate, it is not a facility as defined by the Act. The 
Exchange seeks to codify this interpretation of the Act in its 
rulebook. The Exchange states that such an OEMS platform receives no 
advantage over

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other OEMS platforms as a result of its affiliation with the Exchange 
and orders from such an OEMS are handled by the Exchange pursuant to 
its Rules in the same manner as orders from any other OEMSs. The 
Exchange also ``notes it currently offers certain port fee waivers to 
users of the Silexx platform [affiliated with the Exchange] and 
different pricing for certain functionality to TPHs and non-TPHs.'' 
\13\ The Exchange does not provide fee waivers to OEMS users not 
affiliated with Silexx.
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    \12\ 15 U.S.C. 78s(b)(1).
    \13\ Notice at n.13.
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III. Summary of Comments Received and Exchange's Response

    The Commission has received several comment letters regarding this 
proposal.\14\ All commenters expressed concern regarding this 
proposal's position regarding what is considered a ``facility'' with 
respect to an ``exchange'' and encouraged the Commission to consider 
any precedent that this proposal may set.\15\ Two commenters 
recommended that the Commission should reject or disapprove this 
proposal.\16\
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    \14\ See supra notes 6, 8.
    \15\ See Bloomberg Letter, Healthy Markets Letter, and McKay 
Letter.
    \16\ See Bloomberg Letter and Healthy Markets Letter.
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    One commenter stated that the definition of a ``facility'' is a key 
pillar of the Commission's regulatory framework and a vital component 
in setting the Commission's scope of authority over exchanges.\17\ The 
commenter further stated that this proposal falls squarely within a 
history of the exchanges' efforts to limit the Commission's authority 
to oversee core exchange functions \18\ and that this proposal would 
redefine the well-established definition of a ``facility'' and 
``exchange'' that was recently affirmed by the D.C. Circuit.\19\ Two 
commenters found that the affiliated OEMS clearly falls under the 
statutory definition of a ``facility'' of an ``exchange'' and that 
these exchange-affiliated OEMSs have been considered for some time, to 
fall within the definition of ``facility.'' \20\
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    \17\ See Bloomberg Letter, at 3.
    \18\ See Bloomberg Letter, at 6.
    \19\ See Bloomberg Letter, at 2-3.
    \20\ See Bloomberg Letter, at 7. See also Healthy Markets 
Letter, at 4
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    In response to the commenters, the Exchange stated that its 
proposal, contrary to commenters' views, does not attempt to redefine 
the term ``facility'' and that its proposal applies the definition of 
``facility,'' which it notes predates the existence of OEMSs, ``as 
interpreted by the D.C. Circuit, to a specific modern trading tool.'' 
\21\ The Exchange further stated that the recent D.C. Circuit decision 
supports the Exchange's view that ``OEMSs operated by the Exchange or 
an Exchange affiliate but independently from the Exchange are not 
facilities of an exchange as defined in the Act.'' \22\ In response to 
the Exchange's statements, a commenter reiterated its assertion that 
these affiliated OEMSs are clearly in scope of the definition of 
``facility'' and posited that ``[a]t heart, the Exchange wishes to 
continue providing the same OEMS services . . . yet simply re-define 
`facility' in a manner that removes these Exchange-affiliated OEMSs 
from the ambit of `facility.' '' \23\ The commenter also explained that 
allowing the Exchange to ``exempt themselves'' out of the applicable 
statute would effectively permit the Exchange ``to change the contours 
of the statute'' with broad implications.\24\ The commenter stated that 
the Exchange completely misinterpreted the D.C. Circuit decision and 
that the Court instead expressly determined that the definition of both 
``exchange'' and ``facility'' should be interpreted broadly under the 
Act.\25\ The commenter further stated that ``[t]he Exchange's central 
factual argument [, ] that the exchange-owned OEMSs are independently 
operated from the interests and control of the Exchange appears to be 
without merit and contrary to the facts provided in the proposal.\26\
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    \21\ See Exchange Response, at 1-2.
    \22\ See Exchange Response, at 2.
    \23\ See Bloomberg Response Letter, at 2-3.
    \24\ See Bloomberg Response Letter, at 5.
    \25\ See Bloomberg Response Letter, at 7-9.
    \26\ See Bloomberg Response Letter, at 12-13.
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    In addition, the commenter stated that acceptance of the position 
put forth in this proposal to allow exchanges to be the final arbiter 
of what is a ``facility'' and to also overturn a settled Commission 
decision would be an enormous departure from established precedent.\27\ 
One commenter cautioned that when exchange services are excluded from 
the definition of a ``facility'' and are not subject to the Act and 
Commission oversight, exchanges are allowed to provide services in an 
unfairly discriminatory manner, impose unnecessary and inappropriate 
burdens on competition and impede a free and open market in 
contravention of Sections 6(b)(5) and (8) of the Act.\28\ The commenter 
further cautioned that exchanges have used affiliates and third-party 
service providers to obscure whether a service is a ``facility'' of an 
exchange.\29\ In addition, one commenter stated that this proposal is 
the Exchange's attempt to offer OEMS services free from Commission 
oversight and the obligations imposed upon exchanges by the Act.\30\ 
Commenters also stated that the Exchange failed to provide the 
Commission or the public with sufficient information with which to 
perform its analysis with respect to whether this proposal is 
consistent with the Act.\31\ These commenters further stated that 
without the essential details of the Exchange's OEMS and the scope of 
services offered on the Exchange, it would be difficult, if not 
impossible, for the Commission to ensure that this proposal is 
consistent with the Act and the rules and regulations thereunder.\32\ 
One commenter also stated that this proposal contains no information as 
to how the particular rule is designed to protect investors and the 
public interest, as required under the Act.\33\
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    \27\ See Bloomberg Letter, at 7.
    \28\ See McKay Letter, at 1-2.
    \29\ See McKay Letter, at 2.
    \30\ See Healthy Markets Letter, at 3.
    \31\ See Bloomberg Letter, at 7-8. See also Healthy Markets 
Letter, at 8-9.
    \32\ See Bloomberg Letter, at 7-8. See also Healthy Markets 
Letter, at 8-9.
    \33\ See Bloomberg Letter, at 8.
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    The Exchange responded that its proposal is nothing more than a 
proposed rule change as required by the Commission's rule filing 
process \34\ and that the proposal includes sufficient information 
describing the proposed rule change and why it is consistent with 
Section 6(b) of the Act.\35\ The Exchange further stated that the 
proposal describes the primary functions of an OEMS with a similar 
level of detail as prior Cboe Options rule filings regarding OEMSs, 
none of which, as stated by the Exchange, were disapproved or suspended 
by the Commission or commented on as being inconsistent with the Act's 
rule filing requirements.\36\ In its response letter, a commenter 
stated that the Exchange has not provided any meaningful explanation as 
to why the proposal is consistent with the Act and further that the 
proposal appears to remove the investor protections of the Act and 
otherwise limit Commission oversight.\37\ The commenter also reiterated 
that these exchange-affiliated OEMSs have been considered by the 
Commission for some time to fall within the definition of a 
``facility'' under the Act.\38\
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    \34\ See Exchange Response, at 3.
    \35\ See Exchange Response, at 4.
    \36\ See Exchange Response, at 4.
    \37\ See Bloomberg Response Letter, at 11-12.
    \38\ See Bloomberg Response Letter, at 6.
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    One commenter stated that the Exchange is improperly seeking a 
statutory exemption for which the

[[Page 48465]]

Commission has detailed procedures that the Exchange has not 
followed.\39\ The commenter explained that while it would object to the 
Commission granting such an exemption, requesting exemptive relief 
would at least be within the Commission's authority. The commenter 
further stated that the Exchange however is not asking the Commission 
for exemptive relief and is instead asking the Commission to ``ignore 
the plain language of the statute.'' \40\
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    \39\ See Healthy Markets Letter, at 7.
    \40\ See Healthy Markets Letter, at 7-8.
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    In response, the Exchange stated that commenters' views that 
exemptive relief is needed are unwarranted and ``[a]n exemption is 
unnecessary if the statute is inapplicable to that product or service, 
as the Exchange asserts is the case for a Rule 3.66 OEMS.'' \41\
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    \41\ See Exchange Response, at 5.
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IV. Proceedings To Determine Whether To Approve or Disapprove SR-CBOE-
2024-008 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Exchange Act \42\ to determine whether the proposed 
rule change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the proposed rule change. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, as described below, the 
Commission seeks and encourages interested persons to provide comments 
on the proposed rule change to inform the Commission's analysis of 
whether to approve or disapprove the proposal.
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    \42\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Exchange Act,\43\ the 
Commission is providing notice of the grounds for disapproval under 
consideration. The Commission is instituting proceedings to allow for 
additional analysis of, and input from commenters with respect to, the 
consistency of the proposal with Sections 6(b)(5) \44\ and 6(b)(8) \45\ 
of the Act. Section 6(b)(5) of the Act requires that the rules of a 
national securities exchange be designed, among other things, to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system and, in general, to protect investors and the public 
interest, and not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. Section 6(b)(8) of the Act 
requires that the rules of a national securities exchange not impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.
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    \43\ Id.
    \44\ 15 U.S.C. 78f(b)(5).
    \45\ 15 U.S.C. 78f(b)(8).
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    As discussed above, the Exchange is proposing to codify in its 
rulebook that OEMSs that meet the conditions described above will be 
not considered ``facilities'' as that term is defined by the Act even 
if they are operated by the Exchange or an Exchange affiliate. The 
Commission received comment letters that express concern regarding the 
proposal, including that the Exchange did not provide sufficient 
information to establish that the proposal is consistent with the Act.
    The Commission notes that, under the Commission's Rules of 
Practice, the ``burden to demonstrate that a proposed rule change is 
consistent with the Exchange Act and the rules and regulations 
thereunder . . . is on the self-regulatory organization [`SRO'] that 
proposed the rule change.'' \46\ The description of a proposed rule 
change, its purpose and operation, its effect, and a legal analysis of 
its consistency with applicable requirements must all be sufficiently 
detailed and specific to support an affirmative Commission finding,\47\ 
and any failure of an SRO to provide this information may result in the 
Commission not having sufficient basis to make an affirmative finding 
that a proposed rule change is consistent with the Exchange Act and the 
applicable rule and regulations.\48\
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    \46\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR 
201.700(b)(3).
    \47\ See id.
    \48\ See id.
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    The Commission believes it is appropriate to institute proceedings 
pursuant to Section 19(b)(2)(B) of the Exchange Act \49\ to determine 
whether the proposal should be approved or disapproved. The Commission 
is instituting proceedings to allow for additional consideration and 
comment on the issues raised herein, including as to whether the 
proposal is consistent with the Act.
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    \49\ 15 U.S.C. 78s(b)(2)(B).
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V. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their data, views, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposed rule change 
is consistent with the Act, or the rules and regulations thereunder. 
Although there do not appear to be any issues relevant to approval or 
disapproval that would be facilitated by an oral presentation of data, 
views, and arguments, the Commission will consider, pursuant to Rule 
19b-4 under the Act,\50\ any request for an opportunity to make an oral 
presentation.\51\
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    \50\ 17 CFR 240.19b-4.
    \51\ Section 19(b)(2) of the Act, as amended by the Securities 
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants to 
the Commission flexibility to determine what type of proceeding--
either oral or notice and opportunity for written comments--is 
appropriate for consideration of a particular proposal by a self-
regulatory organization. See Securities Acts Amendments of 1975, 
Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 
94th Cong., 1st Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change should be approved 
or disapproved by June 27, 2024. Any person who wishes to file a 
rebuttal to any other person's submission must file that rebuttal by 
July 11, 2024. The Commission asks that commenters address the 
sufficiency of the Exchange's statements in support of the proposal, 
which are set forth in the Notice.\52\ In particular, the Commission 
seeks comment on the following questions:
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    \52\ See Notice, supra note 3.
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    1. Has the Exchange demonstrated how the proposal is consistent 
with Section 6(b)(5) of the Act, which requires, among other things, 
that the rules of a national securities exchange be designed to 
``promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system and, in general, to protect investors and the public 
interest'' and not be ``designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers'' \53\ Are there 
additional facts that commenters believe the Commission should consider 
to assess whether the proposal is consistent with Section 6(b)(5)? If 
so, please provide.
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    \53\ 15 U.S.C. 78f(b)(5).
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    2. Has the Exchange demonstrated how the proposal is consistent 
with Section 6(b)(8) of the Act, which requires that the rules of a 
national securities exchange ``not impose any burden on competition not 
necessary or appropriate in furtherance of the

[[Page 48466]]

purposes of [the Act].'' \54\ Are there additional facts that 
commenters believe the Commission should consider in order to assess 
whether the proposal is consistent with Section 6(b)(8)? If so, please 
provide.
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    \54\ 15 U.S.C. 78f(b)(8).
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    3. Are there any potential competitive advantages that could be 
realized by an Exchange-affiliated OEMS ``facilitating transactions in 
securities'' \55\ that could arise from that OEMS operating outside the 
Commission review process? If so, please identify these potential 
advantages. Comments may be submitted by any of the following methods:
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    \55\ 15 U.S.C. 78f(b)(5).
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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-CBOE-2024-008 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-CBOE-2024-008. 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 a.m. and 3 
p.m. Copies of the filing also will be available for inspection and 
copying at the principal office of the Exchange. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to file number SR-CBOE-2024-008 and should be submitted by 
June 27, 2024. Rebuttal comments should be submitted by July 11, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\56\
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    \56\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-12367 Filed 6-5-24; 8:45 am]
BILLING CODE 8011-01-P