[Federal Register Volume 89, Number 41 (Thursday, February 29, 2024)]
[Notices]
[Pages 14906-14909]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-04171]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99597; File No. SR-NYSEARCA-2024-17]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Modify Rule 
6.91P-O

February 23, 2024.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on February 14, 2024, NYSE Arca, Inc. (``NYSE Arca'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify Rule 6.91P-O (Electronic Complex 
Order Trading) to specify additional trading interest that would result 
in the early end of a Complex Order Auction (``COA''). 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 modify Rule 6.91P-O (Electronic Complex 
Order Trading) to specify additional trading interest that would result 
in the early end of a Complex Order Auction (``COA''). This proposed 
amendment to the Exchange's complex order trading rule would align with 
the recently modified complex order trading rule of the Exchange's 
affiliated options exchange, NYSE American LLC (``NYSE American'').\4\
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    \4\ Compare proposed Rule 6.91P-O(f)(3)(E) with NYSE American 
Rule 980NYP(f)(3)(E). See also SR-NYSEAMER-2024-03 (the ``NYSE 
American COA/cQCC Filing'') See Securities Exchange Act Release No. 
99354 (January 17, 2024), 89 FR 4358 (January 17 [sic], 2024) (SR-
NYSEAMER-2024-03) (permitting NYSE American to adopt NYSE American 
Rule 980NYP(f)(3)(E) on an immediately effective basis and granting 
waiver of the 30-day operative delay).The Exchange notes that NYSE 
American Rule 980NYP is substantively identical to Rule 6.91P-O, 
except that the latter rule includes the rule update proposed 
herein.
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    Rule 6.91P-O reflects how Electronic Complex Orders (``ECOs'') will 
trade on the Exchange \5\ and paragraph (f) to this rule describes the 
handling of ECOs submitted to the Complex Order Auction (COA) 
process.\6\ When a COA Order initiates a COA, the Exchange disseminates 
a Request for Response (``RFR'') to solicit potentially price-improving 
ECO interest--which solicited interest includes interest designated to 
respond to the COA (i.e., COA GTX Orders) and unrelated price-improving 
ECO interest (resting and newly arriving) that arrives during the 
Response Time Interval (each an ``RFR Response'') (collectively, the 
``auction interest'').\7\ The COA lasts for the duration of the 
Response Time Interval unless, during the COA, the Exchange receives 
certain options trading interest that requires the COA to conclude 
early.\8\ When the COA concludes, the COA Order executes first with 
price-improving ECO interest, next with any contra-side interest, 
including the leg markets (if permissible),\9\ and any remaining 
balance (that is not cancelled) is ranked in the Consolidated Book (the 
``Consolidated Book'' or ``Book'').\10\ Once the COA Order executes to 
the extent possible--whether with the best-priced Complex Orders or the 
best-priced interest in the leg markets--and is placed in the Book, the 
Exchange will update its complex order book and, if applicable, the 
Exchange BBO (as a result of any executions of the COA Order with the 
leg markets).
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    \5\ See generally Rule 6.91P-O (Electronic Complex Order 
Trading). Unless otherwise specified, all capitalized terms used 
herein have the same meaning as is set forth in Rule 6.91P-O.
    \6\ See Rules 6.91P-O(f) (Execution of ECOs During a COA), 
(f)(1) (Initiation of a COA), (f)(2) (Pricing of a COA). See also 
Rule 6.91P-O(a)(3)(A) (defining a ``COA Order'' as an ECO designated 
as eligible to initiate a COA).
    \7\ See Rules 6.91P-O(a)(3)(B) (defining, and detailing the 
information included in, each RFR); (a)(3)(C) (defining each ``RFR 
Response'' as, among other things, ``any ECO'' received during the 
Response Time Interval that is in the same complex strategy as, and 
is marketable against, the COA Order); and (a)(3)(D) (defining the 
Response Time Interval as the period during which RFR Responses may 
be entered, which period ``will not be less than 100 milliseconds 
and will not exceed one (1) second,'' as determined by the Exchange 
and announced by Trader Update). See Rule 6.91P-O(b)(2)(C) (defining 
a ``COA GTX Order,'' including that such order is submitted in 
response to an RFR announcing a COA and will trade with the COA 
Order to the extent possible and then cancel).
    \8\ See Rule 6.91P-O(f)(3)(A)-(D) (setting forth the 
circumstances under which a COA will conclude before the end of the 
Response Time Interval).
    \9\ The Exchange notes that there are certain limitations to how 
an ECO, including a COA Order post-COA, may interact with the leg 
markets. See, e.g., Rule 6.91P-O(e)(1)(A) (providing, in relevant 
part, that the leg markets will trade first with an ECO, but only if 
the legs can execute with the ECO ``in full or in a permissible 
ratio,'' and, once the leg markets trade with the ECO to the extent 
possible, such ECO will trade with same-priced ECOs resting in the 
Book). See also Rule 6.91P-O(e)(1)(C)-(D) (describing ECOs that are 
not permitted to trade with the leg markets).
    \10\ See Rule 6.91P-O(f)(4)(A)-(C) (Allocation of COA Orders) 
(providing, in relevant part, that when a COA ends early or at the 
end of the RTI, a COA Order trades first with price-improving 
interest, next ``with any contra-side interest, including the leg 
markets, unless the COA is designated as a Complex Only Order'' and 
any remaining portion is ranked in the Consolidated Book and the COA 
Order is processed as an ECO pursuant to Rule 6.91P-O(e) (Execution 
of ECOs During Core Trading Hours). See Rule 1.1 (defining 
Consolidated Book as ``the Exchange's electronic book of orders and 
quotes.'').
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    The Exchange proposes to modify Rule 6.91P-O(f)(3) to add new

[[Page 14907]]

paragraph (E), which would provide that a COA in progress will end 
early any time there is a Complex Qualified Contingent Cross (``QCC'') 
Order submitted in the same complex strategy as the COA Order.\11\ By 
its terms, a Complex QCC Order ``that is not rejected'' by the 
Exchange, ``will immediately trade in full at its price.'' \12\ To 
avoid rejection, a Complex QCC Order must satisfy certain price 
validations, including that each option leg must be priced at or 
between the NBBO and may not be priced worse than the Exchange BBO; 
and, that the transaction price must be equal to or better than the 
best-priced Complex Orders, unless the best-priced Complex Orders 
contains displayed Customer interest, in which case the transaction 
price must improve such interest.\13\ In addition, each component leg 
of the Complex QCC Order must trade at a price that is better than 
displayed Customer interest on the Consolidated Book.\14\
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    \11\ See proposed Rule 6.91P-O(f)(3)(E). See Rules 6.62P-
O(g)(1)(A) (providing that a ``Complex QCC Order'' is a QCC with 
more than one option leg and specifying that ``each option leg must 
have at least 1,000 contracts'') and (g)(1)(D) (setting forth the 
pricing requirements that a Complex QCC Order must meet, or else it 
will be rejected). The Exchange notes that Rule 6.62P-O(g)(1), 
regarding Complex QCC Orders, is identical to NYSE American Rules 
900.3NYP(g)(1).
    \12\ See Rule 6.62P-O(g)(1)(A) (providing that a QCC Order, 
including a Complex QCC Order, ``that is not rejected per paragraph 
(g)(1)(C) [Execution of QCC Orders] or (D) [Execution of Complex QCC 
Orders] below will immediately trade in full at its price''). As 
noted above, Rule 6.62P-O(g)(1), regarding Complex QCC Orders, is 
identical to NYSE American Rules 900.3NYP(g)(1).
    \13\ See Rule 6.62P-O(g)(1)(D)(i)-(iii).
    \14\ See Rule 6.91P-O(g)(1)(D)(i).
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    As noted above, until a COA concludes, the Book is not updated to 
reflect any COA Order executions (with price-improving auction interest 
or with resting ECO or leg market interest) or any balance of the COA 
Order ranking in the Book. Thus, to allow the later-arriving Complex 
QCC Order to be evaluated based on the most up-to-date Book, the 
Exchange proposes to end a COA upon the arrival of a Complex QCC Order 
in the same complex strategy. This proposed early termination would 
allow the Exchange to incorporate executions from the COA, or any 
remaining balance of the COA Order, to conduct the requisite price 
validations per Rule 6.62P-O(g)(1)(D) for the Complex QCC Order (i.e., 
based on the NBBO, Exchange BBO, and best-priced Complex Orders on the 
Exchange following the COA Order executions and ranking).\15\
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    \15\ The Exchange notes that, to date, there have been zero 
instances of a Complex QCC Order arriving during (and resulting in 
the early end) of a COA in the same complex strategy, pursuant to 
Rule 6.91P-O, which was implemented in July 2022 coincident with the 
Exchange's migration to its Pillar trading platform.
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    The proposed rule change would be consistent with current Rule 
6.91P-O(f)(3)(A)-(D), which describes four circumstances that cause the 
early end of a COA to ensure that later-arriving interest does not 
trade ahead of a COA Order and to ensure that the Book is updated to 
reflect executions resulting from the COA. The Exchange believes that 
the proposed rule change achieves this same objective. As with the 
existing early end scenarios, the proposed early end of a COA does not 
prevent the COA Order from trading with any interest, including price-
improving interest, that arrived prior to the early termination (i.e., 
because of a Complex QCC Order in the same complex strategy as the 
COA). In addition, any portion of the COA Order that does not trade in 
the COA is placed on the Consolidated Book where it continues to have 
opportunities to trade.\16\ Finally, the Exchange notes that proposed 
Rule 6.91P-O(f)(3)(E) is identical to American Rule 980NYP(f)(3)(E).
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    \16\ See supra note 10 (describing that any remaining portion of 
a COA Order following the COA will be placed on the Consolidated 
Book and will be processed as an ECO).
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    In addition to NYSE American, the Exchange notes that at least two 
other (non-affiliated) options exchanges offer both Complex QCC Orders 
and COA functionality and each has opted for a different way to address 
the race condition posed by these two features. For example, per the 
technical specifications for complex orders executed on Cboe Exchange 
Inc. (``Cboe''), a Complex QCC Order is ``immediately executed or 
canceled on entry'' and is not ``restricted by other auction types 
going on at the same time'' and, as such, the price validations on the 
later-arriving Complex QCC are (apparently) done without consideration 
of the COA process and its potential impact on Cboe's Complex Order 
Book.\17\ Alternatively, on MIAX Options Exchange (``MIAX''), a later-
arriving Complex QCC Order is rejected ``if, at the time of receipt'' 
the complex strategy is subject to, among other things, ``a Complex 
Auction pursuant to Rule518(d).'' \18\
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    \17\ See Cboe, US Options Complex Book Process, Section 10, 
Complex Qualified Contingent Cross (Complex QCC), available here: 
https://cdn.cboe.com/resources/membership/US-Options-Complex-Book-Process.pdf (providing that, on Cboe, ``Complex QCCs will not be 
restricted by other auction types going on at the same time in the 
Complex or Simple Book''). The Exchange was unable to find a 
codification in Cboe's rules of this technical specification (i.e., 
that Complex QCC Orders are executed without regard for any ongoing 
auctions). The Exchange notes that the complex auction process 
described in Cboe Rule 5.33(d) is substantially similar to the 
Exchange's COA process. Compare Rule 6.91P-O (f) with Cboe Rule 
5.33(d)(3) (describing Complex Order Auction process).
    \18\ See MIAX Rule 516(h)(4) (describing a Complex QCC Order or 
``cQCC Order'' and providing that such order will be rejected ``if, 
at the time of receipt of the cQCC Order: (i) the strategy is 
subject to . . . a Complex Auction pursuant to Rule 518(d)''). The 
Exchange notes that the complex auction process described in MIAX 
Rule 518(d) is substantially similar to the Exchange's COA process.
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    The Exchange believes that its proposal to codify by rule its 
distinct approach to resolving the same issue faced by Cboe and MIAX 
would provide the best protection to its market participants and would 
mirror the approach taken by NYSE American.\19\ Specifically, by ending 
a COA upon the arrival of a Complex QCC Order in the same complex 
strategy, the Exchange ensures that the COA Order executes to the 
extent possible and that the Exchange relies on the most-up-to-date 
Book (following executions in the COA) to validate the price of the 
Complex QCC. This proposed approach prevents the Exchange from ignoring 
complex orders being auctioned when conducting price validations for 
later-arriving Complex QCC Orders or from rejecting potentially valid 
Complex QCC Orders that arrive during a COA. As such, the Exchange 
believes that its proposal would help preserve--and maintain investor's 
confidence in--the integrity of the Exchange's local market. As such, 
the Exchange believes that the proposed change would benefit investors 
and would not place an undue burden on competition because investors 
are free to direct their complex order flow to other options exchanges, 
including Cboe or MIAX. Likewise, once this proposed rule change is 
effective, other options exchanges, including Cboe and MIAX, are free 
to copy the order handling proposed herein.
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    \19\ See supra note 4, NYSE American COA/cQCC Filing (setting 
forth the same arguments as set forth herein in support of the 
identical approach to end early a COA in progress upon receipt of a 
Complex QCC in the same strategy). See also NYSE American Rule 
980NYP(f)(3)(E).
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2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Securities Exchange Act of 1934 (the ``Act''),\20\ in general, and 
furthers the objectives of Section 6(b)(5),\21\ 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

[[Page 14908]]

persons engaged in facilitating transactions in securities, 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.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed amendment to Rule 6.91P-
O(f)(3) regarding the additional circumstance that would cause a COA to 
end early would promote just and equitable principles of trade because 
it would ensure that the COA Order is executed to the extent possible 
and, if applicable, is ranked in the Consolidated Book before the 
Exchange evaluates the later-arriving Complex QCC Order. As noted 
above, until the COA concludes, the Book is not updated to reflect any 
COA Order executions (with price-improving auction interest or with 
resting ECO or leg market interest) or any balance of the COA Order 
ranking in the Book. This proposed early termination would then allow 
the Exchange to incorporate executions from the COA, or any remaining 
balance of the COA Order, to conduct the requisite price validations 
for the Complex QCC Order (per Rule 6.62P-O(g)(1)(D)) based on the most 
up-to-date Book (i.e., based on the NBBO, Exchange BBO, and best-priced 
Complex Orders on the Exchange following the COA).\22\ The proposed 
change is not new or novel as it is identical to the complex order 
trading rule on NYSE American to end early a COA in progress upon 
receipt of a Complex QCC in the same complex strategy.\23\
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    \22\ See supra note 15 (noting that, to date, there have been 
zero instances of a Complex QCC Order arriving during (and resulting 
in the early end) of a COA in the same complex strategy, pursuant to 
Rule 6.91P-O).
    \23\ See NYSE American Rule 980NYP(f)(3)(E).
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    As noted herein, current Rule 6.91P-O(f)(A)-(D) describes four 
circumstances under which a COA must end early to ensure that later-
arriving interest does not trade ahead of a COA Order and to ensure 
that the Book is updated to reflect executions resulting from the COA. 
The Exchange believes that the proposed rule change achieves this same 
objective. As with the existing early end scenarios, the proposed early 
end of a COA does not prevent the COA Order from trading with any 
interest, including price-improving interest, that arrived prior to the 
early termination (i.e., because of a Complex QCC Order in the same 
complex strategy as the COA). As such, the proposed change would 
benefit investors because it would ensure the timely executions of COA 
Orders (at potentially improved prices) and would also allow a timely 
execution of the Complex QCC Orders in the same complex strategy as the 
COA Order. In addition, the proposal would ensure that the prices used 
to validate a Complex QCC Order would incorporate executions from the 
COA, or any remaining balance of the COA Order.\24\
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    \24\ As noted herein, any portion of the COA Order that does not 
trade in the COA is placed in the Consolidated Book where it 
continues to have opportunities to trade. See, e.g., supra note 10.
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    At least two other options exchanges have taken different 
approaches to address how to handle the arrival of a Complex QCC Order 
while a Complex Order Auction is in progress. As noted herein, the 
Exchange believes that its proposed approach would provide the best 
protection to investors because ending a COA upon receipt of a Complex 
QCC Order would ensure that the COA Order executes to the extent 
possible and that the Exchange relies on the most-up-to-date Book 
(following executions in the COA) to validate the price of the Complex 
QCC Order. Thus, the Exchange believes the proposed rule change would 
promote just and equitable principles of trade because it would help 
preserve--and maintain investor's confidence in--the integrity of the 
Exchange's local market.
    Finally, the Exchange believes that modifying the rule as proposed 
would add clarity and transparency to Rule 6.91P-O regarding the 
handling of COA Orders.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on intra-market competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
rule change would apply in the same manner to all similarly-situated 
market participants that opt to utilize the COA process, the use of 
which is voluntary and, as such, market participants are not required 
to avail themselves of this process.
    The Exchange does not believe that its proposed rule change will 
impose any burden on inter-market competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because the 
proposed change is designed to ensure that both a COA Order and a 
Complex QCC Order receive timely executions based on current market 
conditions, which change is identical to NYSE American Rule 
980NYP(f)(3)(E). To the extent that other options exchanges, like Cboe 
or MIAX, offer complex order auctions and Complex QCC Orders, such 
exchanges are free to adopt (if they have not already done so) the 
early termination provision proposed herein.

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 \25\ and Rule 19b-4(f)(6) thereunder.\26\ 
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.\27\
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    \25\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \26\ 17 CFR 240.19b-4(f)(6).
    \27\ Id. In addition, Rule 19b-4(f)(6)(iii) requires a self-
regulatory organization 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.
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    A proposed rule change filed under Rule 19b-4(f)(6) \28\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\29\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest.
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    \28\ 17 CFR 240.19b-4(f)(6).
    \29\ 17 CFR 240.19b-4(f)(6)(iii).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \30\ of the Act to determine whether the proposed 
rule

[[Page 14909]]

change should be approved or disapproved.
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    \30\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#295b5c454c044a4644444c475d5a695a4c4a074e465f"><span class="__cf_email__" data-cfemail="88fafde4eda5ebe7e5e5ede6fcfbc8fbedeba6efe7fe">[email protected]</span></a>. Please include 
file number SR-NYSEARCA-2024-17 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSEARCA-2024-17. 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 
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-NYSEARCA-2024-17 and should 
be submitted on or before March 21, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-04171 Filed 2-28-24; 8:45 am]
BILLING CODE 8011-01-P


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