85264 Federal Register / Vol. 89, No. 207 / Friday, October 25, 2024 / Notices 

28 15 U.S.C. 78s(b)(3)(A). 

29 17 CFR 240.19b–4(f). 30 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78f. 

2See Securities Exchange Act Release No. 100547 

(July 17, 2024), 89 FR 59795. 

3The public comment file for GIX’s Form 1 (File 

No. 10–244) is available on the Commission’s 

website at: https://www.sec.gov/comments/10-244/ 

10-244.htm. 

4 15 U.S.C. 78s(a)(1). 

5 15 U.S.C. 78s(a)(1)(A). 

6 15 U.S.C. 78a(a)(1)(B). 

7 15 U.S.C. 78s(a)(1)(B). 

8See Exhibit C to GIX’s Form 1. 

9See proposed GIX Rule 14.105(a). GIX’s 

proposed rulebook, which includes its proposed 

Green Governance Standards (as described in 

section III.A. below), may be found in Exhibit B– 

1 to GIX’s Form 1. 

believes this proposed rule change 

permits fair competition among national 

securities exchanges. Further, the 

Exchange believes that these changes 

will not cause any unnecessary or 

inappropriate burden on intermarket 

competition, as the proposed incentive 

program applies uniformly to any 

purchaser of historical Short Volume 

Reports. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 28 and paragraph (f) of Rule 

19b–4 29 thereunder. At any time within 

60 days of the filing of the 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 will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

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 rule-comments@

sec.gov. Please include file number SR– 

CboeBZX–2024–098 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–CboeBZX–2024–098. 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–CboeBZX–2024–098 and should be 

submitted on or before November 15, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–24799 Filed 10–24–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101397; File No. 10–244] 

In the Matter of the Application of 

Green Impact Exchange, LLC for 

Registration as a National Securities 

Exchange; Order Instituting 

Proceedings To Determine Whether To 

Grant or Deny an Application for 

Registration as a National Securities 

Exchange Under Section 6 of the 

Securities Exchange Act of 1934 

October 21, 2024. 

I. Introduction 

On May 9, 2024, Green Impact 

Exchange, LLC (‘‘GIX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a Form 1 application 

(‘‘Form 1’’) under the Securities 

Exchange Act of 1934 (‘‘Act’’), seeking 

registration as a national securities 

exchange under Section 6 of the Act.1

Notice of the application was published 

for comment in the Federal Register on 

July 23, 2024.2 The Commission 

received comments on the GIX Form 1,3

all expressing support for the Form 1. 

Section 19(a)(1) of the Act 4 requires 

the Commission, within 90 days of the 

date of publication of notice of an 

application for registration as a national 

securities exchange, or such longer 

period as to which the applicant 

consents, to, by order, grant such 

registration 5 or institute proceedings to 

determine whether such registration 

should be denied.6 This order is 

instituting proceedings under Section 

19(a)(1)(B) of the Act 7 to determine 

whether GIX’s application for 

registration as a national securities 

exchange should be granted or denied, 

and provides notice of the grounds for 

denial under consideration by the 

Commission, as set forth below. 

II. Overview of GIX’s Form 1 

A. Description 

GIX proposes to operate a fully 

automated electronic trading platform 

for the trading of listed equities and 

would not maintain a physical trading 

floor. Liquidity would be derived from 

orders to buy and orders to sell 

submitted to GIX electronically by GIX 

members from remote locations. GIX 

proposes to have one class of 

membership open to registered brokerdealers. GIX would be wholly owned by 

its parent company, Green Exchange, 

PBC (‘‘GEPBC’’).8

With respect to the listing of 

securities, GIX proposes to permit an 

operating company whose securities are, 

or at the time of listing on GIX will be, 

listed on another national securities 

exchange registered with the 

Commission pursuant to Section 6(a) of 

the Act (its ‘‘primary listing exchange’’) 

to apply to also list those securities on 

the Exchange.9 As a condition of 


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10See proposed GIX Rule 14.105(b). 

11See Exhibit H–5 to GIX’s Form 1, at 3–4. 

12MEMX Technologies is affiliated with MEMX 

LLC (‘‘MEMX Exchange’’), a registered national 

securities exchange. MEMX Exchange is not a party 

to the Agreement. See Exhibit E to GIX’s Form 1. 

13See infra Section III (discussing the proposed 

Agreement between GIX and MEMX Technologies 

in greater detail). See also Exhibits C and E to GIX’s 

Form 1. 

14See, e.g., letters from Hideto Nishitani, CEO, 

Virtuous Capital, LLC (September 4, 2024) 

(‘‘Virtuous Capital Letter’’) at 1; the Green Impact 

Exchange Advisory Council (August 30, 2024) 

(‘‘GIEAC Letter’’) at 2; Andrew Behar, CEO, As You 

Sow (August 26, 2024); Steven M. Rothstein, 

Managing Director, and Jake Rascoff, Director, Ceres 

(August 20, 2024) (‘‘Ceres Letter’’) at 2; Marcus 

Hooper, Board Advisor, Sustainable Footprints 

(August 13, 2024) at 1; John FX Dolan (July 27, 

2024); J.G. Michalowski, SafeRock USA (July 30, 

2024) (‘‘SafeRock USA Letter’’) at 1; Michael Capelli 

(August 8, 2024) at 2. 

15See, e.g., Virtuous Capital Letter at 1; GIEAC 

Letter at 1; SafeRock USA Letter at 1; letters from 

Andrea Schmitz (August 9, 2024); Nancy Reich 

(August 15, 2024) (‘‘Reich Letter’’) at 1; Pradiv 

Mahesh (August 15, 2024). 

16Reich Letter at 2. 

17Letter from James J. Angel, Associate Professor 

of Finance, Georgetown University (August 28, 

2024) at 3. 

18 Id. 

19See Ceres Letter at 1. 

20 In the commenter’s view, these standards 

provide a global baseline for sustainability 

reporting, focusing on decision-useful information 

for investors. See letter from Jen Sisson, CEO, The 

International Corporate Governance Network 

(September 6, 2024) at 1. 

21See id. 

22Letter from Dave Lauer (September 16, 2024) 

(‘‘Lauer Letter’’) at 3. 23Lauer Letter at 2. 24 15 U.S.C. 78s(a)(1)(B). 25 15 U.S.C. 78s(a)(1). 

26 15 U.S.C. 78f. 

27 15 U.S.C. 78f(b)(1). 

28 15 U.S.C. 78f(b)(3). 

continuing to dually list its securities on 

GIX, a company would have to at all 

times continue to be in good standing 

with its primary listing exchange.10

A novel feature of GIX’s proposed 

listing standards is that GIX would 

require all companies that list on GIX to 

comply with its Green Governance 

Standards which, according to GIX, are 

designed to provide investors with 

access to accountable and enforceable 

information about the quality of a listed 

company’s commitment to sustainable 

ways of doing business.11 As proposed, 

GIX’s Green Governance Standards do 

not include fixed targets or a single 

reporting framework, and generally are 

process or disclosure based. 

GIX proposes to enter into a 

technology services agreement with 

MEMX Technologies, LLC (‘‘MEMX 

Technologies’’) 12 to license the 

technology underlying the GIX trading 

platform (‘‘Agreement’’).13

A more detailed description of the 

manner of operation of GIX’s proposed 

system can be found in Exhibit E to 

GIX’s Form 1. Further information about 

GIX’s proposed Green Governance 

Standards can be found in Exhibit H–5 

to GIX’s Form 1. GIX’s proposed 

rulebook, which includes the Green 

Governance Standards, is Exhibit B to 

GIX’s Form 1, and the governing 

documents for GIX and GEPBC can be 

found in Exhibit A and Exhibit C, 

respectively. 

B. Comments on GIX’s Form 1 

Commenters principally discuss the 

benefits that they believe GIX’s 

proposed Green Governance Standards 

would provide. Commenters support the 

transparency and accountability for the 

sustainability initiatives that they 

believe would be provided through 

GIX’s proposed Green Governance 

Standards.14 In particular, some 

commenters state that the proposed 

listing criteria should prevent 

‘‘greenwashing.’’ 15 Another commenter 

states that the transparency and 

accountability required through GIX’s 

proposed Green Governance Standards 

would ‘‘promote[ ] investor protection 

by providing greater information about 

each listed company and allows easier 

comparisons across ‘green’ companies 

leading to improved investment 

decision-making.’’ 16

Additionally, one commenter states 

that approving the GIX Form 1 would be 

consistent with Section 11A of the Act, 

which, according to this commenter, 

mandates the Commission to assure 

‘‘fair competition among brokers and 

dealers, among exchange markets, and 

between exchange markets and markets 

other than exchange markets.’’ 17 Fair 

competition, in the commenter’s view, 

‘‘implies minimal barriers to entry,’’ so 

the commenter states that ‘‘[a]s long as 

a proposed entrant can demonstrate that 

it can fulfill a national securities 

exchange’s legal obligations under the 

[Act], then its registration should be 

approved.’’ 18 Another commenter states 

that approval of GIX’s application 

would contribute to investor 

protection.19 A different commenter 

offers specific additions regarding GIX’s 

proposed Green Governance Standards, 

specifically suggesting that GIX: (1) 

designate only the IFRS Sustainability 

Reporting standards as a reporting 

framework to ensure comparability of 

information for investors; 20 and (2) 

incorporate into its listing criteria 

socially responsible practices in line 

with the OECD Guidelines for 

Multinational Enterprises on 

Responsible Business Conduct and the 

UN Guiding Principles on Business and 

Human Rights.21

Further, another commenter states 

that approval of the Form 1 would 

provide ‘‘much-needed competition’’ to 

a listings ‘‘duopoly’’ and ‘‘offer a 

specialized platform for companies and 

investors who prioritize sustainability 

and responsible business practices.’’ 22

This commenter also states that GIX 

would ‘‘play a crucial role in directing 

capital toward companies that are 

genuinely committed to sustainable 

practices.’’ 23

III. Proceedings To Determine Whether 

To Grant or Deny the Application and 

Grounds for Potential Denial Under 

Consideration 

As required by Section 19(a)(1)(B) of 

the Act,24 the Commission is hereby 

providing notice of grounds for denial 

under consideration, as set forth below. 

Institution of such proceedings is 

appropriate at this time in view of the 

issues raised by the application. 

Institution of proceedings does not 

indicate that the Commission has 

reached any conclusions with respect to 

any of the issues involved. 

Under Section 19(a)(1) of the Act, the 

Commission shall grant an application 

for registration as a national securities 

exchange if the Commission finds that 

the requirements of the Act and the 

rules and regulations thereunder with 

respect to the applicant are satisfied. 

The Commission shall deny such 

application for registration if it does not 

make such a finding.25 Under Section 

6(b) of the Act, an exchange shall not be 

registered as a national securities 

exchange unless the Commission 

determines that it has satisfied the 

relevant requirements of the Act.26 In 

particular, Section 6(b)(1) of the Act 

requires that the Commission determine 

that an exchange is so organized and has 

the capacity to carry out the purposes of 

the Act.27 In addition, under Section 

6(b)(3) of the Act, the Commission must 

determine that the rules of the exchange 

assure a fair representation of its 

members in the selection of its directors 

and administration of its affairs and 

provide that one or more directors shall 

be representative of issuers and 

investors and not be associated with a 

member of the exchange, broker or 

dealer.28 Section 6(b)(5) of the Act 

requires that the rules of the exchange 

be designed, among other things, 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 


ddrumheller on DSK120RN23PROD with NOTICES1
85266 Federal Register / Vol. 89, No. 207 / Friday, October 25, 2024 / Notices 

29 15 U.S.C. 78f(b)(5). 

30 15 U.S.C. 78f(b)(8). 

31See proposed GIX Rule 14.426(b). 

32See proposed GIX Rule 14.427(b). The 

proposed term ‘‘stakeholder’’ would mean any 

entities or individuals that can reasonably be 

expected to be significantly affected by a listed 

company’s or prospective listed company’s 

activities, products, or services; or whose actions 

can reasonably be expected to affect the ability of 

the company to implement its strategies or achieve 

its objectives. See proposed GIX Rule 14.425(a)(4). 

Stakeholders would include, but would not be 

limited to, the following: shareholders; employees; 

customers; suppliers (both direct and indirect); 

partners or joint venture participants; lenders or 

financers; potential customers; city, county or 

equivalent political subdivisions in which the listed 

company operates directly; regulators; and financial 

analysts and markets. See Supplementary Material 

.03(b) to proposed GIX Rule 14.427. As proposed, 

stakeholders may also include unidentified persons 

or groups who have interests in the preservation of 

local flora and fauna, specific ecosystems (e.g., river 

basins or wetlands), or shared local natural 

resources (e.g., groundwater) that could be affected 

by the company’s actions. See Supplementary 

Material .03(c) to proposed GIX Rule 14.427. 

33See proposed GIX Rule 14.427(c). 

34See proposed GIX Rule 14.427(d). 

35See proposed GIX Rule 14.426(d). 

36See proposed GIX Rule 14.428(c). 

37See proposed GIX Rules 14.426(c), 14.427(e). 38As proposed, ‘‘Green Goals’’ are a set of specific 

and measurable goals in line with the company’s 

‘‘Green Values’’ for (i) transitioning to a sustainable 

business model and green business practices; (ii) 

maintaining the listed company’s mature green 

business practices; and (iii) evolving or iterating its 

mature green business practices as needed. See 

proposed GIX Rule 14.427(c)(1). As proposed, 

Green Goals must address three distinct time 

periods: short-term (reasonably achievable within 

two to four years), medium-term (reasonably 

achievable within four to ten years), and long-term 

(reasonably achievable in more than ten years). See 

id. and Supplementary Material .06 to proposed 

GIX Rule 14.427. 

39As proposed, the board’s ‘‘Green Values’’ 

statement would guide decision-making at the 

board and executive levels, establish a standard 

against which the prospective listed company’s 

green actions can be assessed, and form the basis 

for an internal framework for evaluating initiatives, 

plans, and actions by leadership, managers, and 

employees with respect to whether such initiatives, 

plans, and actions take environmental impacts and 

green outcomes into account, and incorporate 

sustainable and green practices to the maximum 

extent possible. See Supplementary Material .02 to 

proposed GIX Rule 14.426. 

40As proposed, GIX specifies qualifications 

necessary for a Chief Sustainability Officer. See 

Supplementary Material .04 to proposed GIX Rule 

14.426. Alternatively, the board may assign green 

responsibilities to core business leaders and 

describe how such core business leaders will report 

to the board. 

41See proposed GIX Rule 14.426(b). 

Correspondingly, a listed company would have to 

implement its generally accepted sustainability 

reporting framework as directed by the board. See 

proposed GIX Rule 14.427(g). 

42See Supplementary Material .04(3) to proposed 

GIX Rule 14.426. 

43See id. In the future, GIX may designate 

additional frameworks as ‘‘generally accepted.’’ See 

id. 

44See proposed GIX Rule 14.427(e). 

45See proposed GIX Rule 14.427(b). As proposed, 

a listed company may use another generally 

recognized taxonomy to classify stakeholders in 

lieu of the classification described above, provided 

that the listed company adheres to the requirements 

for applying such generally recognized taxonomy. 

See Supplementary Material .05 to proposed GIX 

Rule 14.427(b). 

46See proposed GIX Rule 14.428(b). 

47See proposed GIX Rule 14.427(c)(2). 

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.29

Finally, under Section 6(b)(8) of the Act, 

the Commission must determine that 

the rules of the exchange do not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of Act.30

A. Proposed Green Governance 

Standards 

Generally, GIX’s proposed Green 

Governance Standards would require 

the following: (1) establishment of board 

governance polices and processes to 

reinforce the issuer’s ‘‘Green Goals’’; 31

(2) identification of stakeholders, 

classification of them, and evaluation of 

how they may be affected by the issuer’s 

environmental practices; 32 (3) 

definition of short-, medium-, and longterm goals for environmentally 

sustainable business practices that are 

materially meaningful in light of the 

listed company’s specific business; 33 (4) 

preparation of a plan reasonably 

designed to meet the listed company’s 

stated environmental goals and 

disclosure of a summary of such plan; 34

(5) provision of a framework for 

evaluating the issuer’s environmental 

goals and an explanation of the 

propriety of the selected metrics; 35 (6) 

disclosure of a summary of the listed 

company’s year-over-year progress using 

these metrics; 36 and (7) implementation 

of a green compliance program and 

appointment of a corporate officer to 

oversee this program.37

Pursuant to its proposed Green 

Governance Standards, GIX would 

require the establishment of board 

governance polices and processes to 

reinforce the issuer’s Green Goals.38

Specifically, a listed company’s board 

would have to: (1) adopt a Green Values 

statement for the company and board; 39

(2) adopt a charge to the company’s 

board and/or appropriate board 

committee(s) regarding oversight of and 

responsibility for green strategy and the 

achievement of, and/or progress toward, 

the prospective listed company’s Green 

Goals; (3) designate a Chief 

Sustainability Officer to report to the 

board or a committee of the board; 40

and (4) direct management to 

implement a generally accepted 

sustainability reporting framework.41 As 

proposed, a ‘‘generally accepted 

sustainability reporting framework’’ is a 

third-party designed framework for 

collecting and reporting data and 

information regarding the listed 

company’s green performance.42 GIX 

would recognize the following 

sustainability reporting frameworks as 

being ‘‘generally accepted’’: Task Force 

for Climate-related Financial Disclosure; 

International Sustainability Standards 

Board/Sustainability Accounting 

Standards Board; Science-Based Targets 

Initiative; Global Reporting Initiative; 

CDP (formerly the Carbon Disclosure 

Project); World Economic Forum 

Stakeholder Capitalism Metrics; and the 

European Union Corporate 

Sustainability Reporting Directive.43 A 

listed company would have to develop 

and implement policies and procedures 

for itself and standards of conduct for 

vendors, and contractors of the listed 

company that support the company’s 

Green Values.44

A listed company would have to: (1) 

identify all stakeholders in its 

environmental impact, taking into 

consideration the customs and practices 

of the company’s industry and ordinary 

business practices; (2) document the 

scope of each stakeholder’s perceived 

interests in connection with the 

company’s environmental impacts; (3) 

classify whether the stakeholder’s 

perceived interest(s) is (are) direct, 

indirect, or general; and (4) publish a 

summary of its initial stakeholder 

analysis on its website either as a 

standalone page or as a component of its 

annual sustainability report.45 The 

listed company’s management and 

board would have to review the 

stakeholder analysis at least annually 

and publish any updated analysis.46

GIX would require a listed company 

to disclose on the listed company’s 

website or in a sustainability report: (1) 

the listed company’s short-, medium-, 

and long-term goals; (2) how the listed 

company defines short-, medium-, and 

long-term time horizons, and the criteria 

it employs for classifying each Green 

Goal as short-, medium- or long-term; 

(3) for each Green Goal that establishes 

quantitative targets, whether the listed 

company relied on science-based target 

setting methodology to determine such 

quantitative targets; and (4) the metrics 

by which the company will evaluate its 

progress toward the achievement of 

each of its Green Goals on an ongoing 

basis.47 Additionally, GIX would 

require a company to create a Green 

Business Plan that describes all material 

aspects of implementing its Green 

Goals. A Green Business Plan would 


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48See proposed GIX Rule 14.427(d)(1). 

49See proposed GIX Rule 14.427(d)(2). As 

proposed, the summary must contain sufficient 

information so as to not be materially misleading 

and provide investors and stakeholders with a clear 

understanding of management’s key assumptions, 

estimates, and risks that could materially affect the 

listed company’s achievement of its Green Goals. 

See Supplementary Material .08 to proposed GIX 

Rule 14.427. 

50See proposed GIX Rule 14.428(c)(1). 

51 15 U.S.C. 78f(b)(1). 

52 15 U.S.C. 78f(b)(5). 

53See Exhibit E to GIX’s Form 1 at 3. Under the 

terms of the Agreement, (1) GIX may request that 

MEMX Technologies develop and implement 

technology changes that change the operation of the 

GIX System; and (2) GIX is not obligated to agree 

to, accept, or adopt changes to the System that are 

not essential to the operation of its instance of the 

System. See Exhibit E to GIX’s Form 1 at 2–3. 

54 15 U.S.C. 78f(b)(1). 

55 17 CFR 242.1000–1007; Securities Exchange 

Act Release No. 73639 (Nov. 19, 2014), 79 FR 72252 

(Dec. 5, 2014) (‘‘SCI Adopting Release’’). 

56 17 CFR 242.1000–1007. An SCI entity is 

responsible for having in place policies and 

procedures to ensure that it is able to satisfy the 

requirements of Regulation SCI for SCI systems 

operated on its behalf by a third party. See SCI 

Adopting Release, 79 FR at 72275–76. 

have to specifically: identify key 

resources required for implementation; 

assign responsibility for action to one or 

more executive sponsors; describe 

material assumptions, timelines, and 

key dependencies; and describe any 

material contractual arrangements, 

communications, and operational 

systems to be employed in connection 

with the plan.48 A summary of the plan 

would have to be publicly disclosed.49

GIX would require a listed company 

to disclose annually in its sustainability 

report: (1) the results of a self-evaluation 

with respect to its Green Goals, 

assessing whether it is on-track to meet 

its short-term Green Goals; and (2) its 

year-over-year progress toward 

achieving its Green Goals, as measured 

by its chosen sustainability reporting 

framework.50

The Commission is evaluating 

whether the novel proposed Green 

Governance Standards are consistent 

with Section 6 of the Act, including 

Section 6(b)(1) of the Act,51 which 

requires among other things that a 

national securities exchange be 

organized and capable of complying 

with its own rules, and Section 6(b)(5) 

of the Act,52 which requires, among 

other things, that the rules of an 

exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, promote just and equitable 

principles of trade, foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and in general protect investors 

and the public interest. In Exhibit H–5 

to its Form 1, GIX states why it believes 

the various aspects of the proposed 

Green Governance Standards are 

consistent with Section 6(b)(5) of the 

Act. 

B. Technology Services Agreement With 

MEMX Technologies, LLC 

GIX would not own the trading 

technology and systems (‘‘System’’) 

developed by MEMX Technologies LLC, 

but GIX proposes to enter into the 

Agreement with MEMX Technologies to 

license the technology underlying GIX. 

Generally, the Agreement would govern 

(1) the delivery and licensing of certain 

software for operation of the System, (2) 

the development and testing of software 

necessary for connectivity to other GIX 

and/or third party-developed functions 

and certain other software necessary to 

support trading on GIX, and (3) the 

operation of the System in an onpremises environment on behalf of the 

Exchange, including certain operational 

and support services.53 GIX represents 

that the Agreement and Service Levels 

Annex to the Agreement would also set 

forth certain service levels to ensure that 

GIX can meet its Regulation Systems 

Compliance and Integrity (‘‘Regulation 

SCI’’) obligations in light of the 

contractual relationship between GIX 

and MEMX Technologies. 

The Commission is evaluating 

whether the proposed Agreement 

between GIX and MEMX Technologies 

is consistent with Section 6(b)(1) of the 

Act,54 including Regulation SCI 

thereunder.55 The Commission is 

considering whether, under the terms of 

the Agreement, as described in the GIX 

Form 1, GIX would be so organized and 

have the capacity to be able to carry out 

the purposes of the Act and to comply 

and enforce compliance by its members 

and persons associated with its 

members with the Act and the rules 

thereunder. Specifically, the 

Commission is considering, and 

requests commenters’ views on, whether 

GIX would be capable of exercising 

sufficient control over the operation of 

GIX, and be sufficiently independent 

from MEMX Technologies, to enable 

GIX to comply with requirements under 

the Act and applicable rules, including, 

among other things, Regulation SCI, 

which requires an SCI entity to have 

written policies and procedures 

reasonably designed to ensure that its 

SCI systems have levels of capacity, 

integrity, resilience, availability and 

security adequate to maintain the SCI 

entity’s operation capability.56

IV. Request for Written Comment 

The Commission requests that 

interested persons provide written 

views and data with respect to GIX’s 

Form 1 and the questions included 

above or other relevant issues. 

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 rule-comments@

sec.gov. Please include File No. 10–244 

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 No. 

10–244. 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/other). 

Copies of the submission, all subsequent 

amendments, all written statements 

with respect to GIX’s Form 1 filed with 

the Commission, and all written 

communications relating to the 

application 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. 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 No. 10–244 and should be 

submitted on or before November 15, 

2024. 

By the Commission. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–24813 Filed 10–24–24; 8:45 am] 

BILLING CODE 8011–01–P 


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