Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Exempt Certain Categories of Investment Companies Registered Under the Investment Company Act of 1940 From the Requirement To Obtain Shareholder Approval Prior to the Issuance of Securities in Connection With Certain Acquisitions of the Stock or Assets of an Affiliated Registered Investment Company, 55659-55662 [2021-21769]
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Federal Register / Vol. 86, No. 191 / Wednesday, October 6, 2021 / Notices
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–2021–40 and
should be submitted on or before
October 27, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.25
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21773 Filed 10–5–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93218; File No. SR–
CboeBZX–2021–059]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Exempt
Certain Categories of Investment
Companies Registered Under the
Investment Company Act of 1940 From
the Requirement To Obtain
Shareholder Approval Prior to the
Issuance of Securities in Connection
With Certain Acquisitions of the Stock
or Assets of an Affiliated Registered
Investment Company
jspears on DSK121TN23PROD with NOTICES1
September 30, 2021.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on
September 22, 2021, Cboe BZX
Exchange, Inc. (the ‘‘Exchange’’ or
‘‘BZX’’) filed with the Securities and
Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
thereunder.4 The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
25
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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
to exempt certain categories of
investment companies registered under
the Investment Company Act of 1940
(the ‘‘1940 Act’’) from the requirement
to obtain shareholder approval prior to
the issuance of securities in connection
with certain acquisitions of the stock or
assets of another company. The text of
the proposed rule change is provided in
Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), at
the Exchange’s Office of the Secretary,
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
Exchange 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 these
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 aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rules 14.10(e)(1)(A) and (E) to exempt
certain categories of investment
companies registered under the 1940
Act from the requirement to obtain
shareholder approval prior to the
issuance of securities in connection
with certain acquisitions of the stock or
assets of another company. The
proposal is substantially similar to a
recent rule change made by NYSE Arca,
Inc. (‘‘Arca’’).5 The Exchange also
5 See Securities Exchange Act No. 91901 (May 14,
2021) 86 FR 27487 (May 20, 2021) (SR–NYSEArca–
2020–54) (Order approving of a proposed rule
change, as modified by amendment no. 2, to amend
NYSE Arca Rule 5.3E to exempt registered
investment companies that list certain categories of
securities defined as derivative and special purpose
securities under NYSE Arca Rules from having to
obtain shareholder approval prior to the issuance of
securities in connection with certain acquisitions of
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55659
proposes to make structural changes to
Rules 14.10(e)(1)(A) and (E).
By way of background, Exchange Rule
14.10(i)(1) requires issuers to obtain
shareholder approval in connection
with the acquisition of the stock or
assets of another company, in the
following circumstances:
(A) Where, due to the present or
potential issuance of common stock,
including shares issued pursuant to an
earn-out provision or similar type of
provision, or securities convertible into
or exercisable for common stock, other
than a public offering for cash:
(1) The common stock has or will
have upon issuance voting power equal
to or in excess of 20% of the voting
power outstanding before the issuance
of stock or securities convertible into or
exercisable for common stock; or
(2) the number of shares of common
stock to be issued is or will be equal to
or in excess of 20% of the number of
shares of common stock outstanding
before the issuance of the stock or
securities; or
(B) any director, officer or Substantial
Shareholder (as defined by Rule
14.10(i)(5)(C)) of the Company has a 5%
or greater interest (or such persons
collectively have a 10% or greater
interest), directly or indirectly, in the
Company or assets to be acquired or in
the consideration to be paid in the
transaction or series of related
transactions and the present or potential
issuance of common stock, or securities
convertible into or exercisable for
common stock, could result in an
increase in outstanding common shares
or voting power of 5% or more.
Exchange Rules 14.10(e)(1)(A) and
14.10(e)(1)(E) exempt certain categories
of issuers from certain corporate
governance requirements.
Now, the Exchange proposes to
amend Rules 14.10(e)(1)(A) and
14.10(e)(1)(E) to exempt certain
categories of investment companies
registered under the 1940 Act from the
requirement to comply with Rule
14.10(i)(1) in connection with the
acquisition of the stock or assets of an
affiliated registered investment
company in a transaction that complies
with Rule 17a–8 6 (Mergers of affiliated
companies) (‘‘Rule 17a–8’’) under the
1940 Act and does not otherwise require
shareholder approval under the 1940
Act and the rules thereunder or any
other Exchange rule.7 Specifically, the
the stock or assets of an affiliated registered
investment company (the ‘‘Arca Approval Order’’).
6 17 CFR 270.17a–8.
7 The Exchange proposes to exempt both Portfolio
Depository Receipts (Rule 14.11(b)) and certain
management investment companies that are Index
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Exchange proposes to exempt from the
shareholder approval provision
described herein Portfolio Depository
Receipts, as provided under Rule
14.11(b), as well as management
investment companies that are Index
Fund Shares, Managed Fund Shares,
Managed Portfolio Shares, ETF Shares,
and Tracking Fund Shares as defined in
Rules 14.11(c), 14.11(i), 14.11(k),
14.11(l), and 14.11(m), respectively.8
In general, the requirement to obtain
shareholder approval prior to the
issuance of securities in connection
with certain acquisitions of the stock or
asset of another company is designed to
give existing shareholders a vote on the
issuance of stock that may dilute their
voting or economic rights. The
Exchange notes that Exchange Rule
14.10(i)(1) is also intended to give
shareholders a vote on transactions
where a director, officer, or substantial
shareholder of the listed company has a
significant interest in the company or
assets to be acquired or the
consideration to be paid and therefore
may benefit from the transaction. For
the reasons described below, as well as
the protections embedded in Rule 17a–
8, the Exchange believes that these
concerns are limited with respect to
1940 Act Securities. Therefore, the
Exchange believes it is appropriate to
exempt issuers of 1940 Act Securities
from having to obtain shareholder
approval under Exchange rules which
can be both time consuming and
expensive.
The Exchange believes that the
potential economic and voting dilution
concerns sometimes associated with a
large share issuance are unlikely to be
present when an issuer of a 1940 Act
Security issues shares in connection
with the acquisition of the stock or
assets of an affiliated registered
investment company. As described
above, the proposed exemption will
only apply to issuers of investment
companies organized under the 1940
Fund Shares (Rule 14.11(c)), Managed Fund Shares
(Rule 14.11(i)), Managed Portfolio Shares (Rule
14.11(k)), ETF Shares (Rule 14.11(l)), and Tracking
Fund Shares (Rule 14.11(m)) (collectively, with
Portfolio Depository Receipts, the ‘‘1940 Act
Securities’’). Each of the listed categories are issued
by an entity organized under the 1940 Act. In
proposing this exemption, the Exchange notes that
the adopting release for Rule 17a–8 specifically
noted that nothing in Rule 17a–8 relieves a fund of
its obligation to obtain shareholder approval as may
be required by state law or a fund’s organizational
documents. See Investment Company Act Release
No. 25666 at Footnote 18.
8 Index Fund Shares listed pursuant to Rule
14.11(c) are substantively similar to Investment
Company Units listed pursuant to Arca Rule 5.2–
E(j)(3). Similarly, Tracking Fund Shares listed
pursuant Rule 14.11(m) are substantively similar to
Active Proxy Portfolio Shares listed pursuant to
Arca Rule 8.601–E.
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Act.9 Sections 17(a)(1)–(2) of the 1940
Act prohibit, among other things,
certain transactions between registered
investment companies and affiliated
persons.10 Rule 17a–8 provides an
exemption from Sections 17(a)(1)–(2) for
certain mergers of affiliated companies
provided that the board of directors of
each investment company, including a
majority of the directors that are not
interested persons, affirmatively
determine that (i) participation in the
merger is in the best interest of their
respective investment company, and (ii)
the interests of their shareholders will
not be diluted as a result of the
transaction.11 Because the shares issued
by the acquiring investment company
are issued at a price equal to the fund’s
net asset value,12 the board of directors
is able to make an affirmative
determination that the merger is not
dilutive to existing shareholders.13 With
respect to potential concerns about
voting dilution, holders of Portfolio
Depository Receipts and management
investment companies that are Index
Fund Shares, Managed Fund Shares,
Managed Portfolio Shares, ETF Shares,
and Tracking Fund Shares either do not
have the right to elect directors at
annual meetings or have the right to
elect directors only in very limited
circumstances.
The Exchange believes that the same
provisions of Rule 17a–8 that protect
against dilution also provide safeguards
for existing shareholders when the
transaction involves a director, officer,
or substantial shareholder of the listed
company that has a significant interest
in the company or assets to be acquired
or the consideration to be paid and
therefore may benefit from the
transaction. Because the board of each
merging company must make an
affirmative decision that the transaction
is in the best interest of its respective
company and that the transaction will
9 As of June 10, 2021, approximately 97% of
securities listed on the Exchange are issued by
investment companies registered under the 1940
Act.
10 15 U.S.C. 80a–17(a)(1)–(2). See also the
definition of ‘‘affiliated person’’ in the 1940 Act at
15 U.S.C 80a–2(a)(3).
11 17 CFR 270.17a–8.
12 The Exchange notes that the proposing releases
for Rule 17a–8 specifically contemplated that, in
certain circumstances, the price paid may deviate
from a fund’s net asset value due to adjustments for
tax purposes. See Investment Company Act Release
No. 25259 at Footnote 26.
13 The Exchange notes that the shares are issued
at a fund’s net asset value when the fund is
registered. Rule 17a–8 also includes requirements to
protect against dilution when the fund to be
acquired is unregistered. Notwithstanding these
requirements applicable when a fund is
unregistered, the Exchange’s exemption will only
apply when each fund that is a party to the merger
is registered.
PO 00000
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not result in dilution for existing
shareholders, the Exchange believes
there is reduced concern that existing
shareholders will be disenfranchised as
a result of the Exchange’s proposed
exemption.
Under Rule 17a–8, an affiliated
merger must be approved by a majority
of the outstanding voting securities of
the merging company that is not the
surviving company unless certain
conditions are met. However, Rule 17a–
8 does not require the surviving
company (i.e., the fund issuing shares in
the merger) to obtain the approval of its
shareholders. When the Commission
proposed amendments to Rule 17a–8, it
specifically sought comment on whether
the outstanding voting securities of the
fund that will survive the merger should
also be required to approve the
merger.14 Importantly, the Commission
ultimately did not include a
requirement of approval of shareholders
of the surviving company in its final
rule.
Given that Rule 17a–8 does not
require a surviving company issuer of
1940 Act Securities to obtain
shareholder approval in the context of a
merger of affiliated companies, the
Exchange believes it is appropriate to
exempt such issuers of 1940 Act
Securities from having to comply with
Exchange Rule 14.10(i)(1). As described
above, the Exchange only proposes to
exempt issuers of 1940 Act Securities
from having to comply with Exchange
Rule 14.10(i)(1) if they are issuing
shares to acquire the stock or assets of
an affiliated registered investment
company. Notwithstanding the
proposed exemption, the Exchange
notes that other provisions of Exchange
rules or the 1940 Act and the rules
thereunder may require shareholder
approval and will still apply. In
particular, the Exchange notes that the
adopting release for Rule 17a–8
specifically noted that nothing in Rule
17a–8 relieves a fund of its obligation to
obtain shareholder approval as may be
required by state law or a fund’s
organizational documents.15 Thus, an
issuer of a 1940 Act Security may still
be required to obtain shareholder
approval in connection with the
acquisition of the stock or assets of an
affiliated company even if such
transaction complies with Rule 17a–8 if
such transaction would require
shareholder approval under other
applicable Exchange Rules, another
14 See Investment Company Act Release No.
25259 at Section II(A)(2)(a): ‘‘Should the
outstanding voting securities of the fund that will
survive the merger also be required to approve the
merger?’’
15 See supra footnote 7.
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Federal Register / Vol. 86, No. 191 / Wednesday, October 6, 2021 / Notices
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provision of the 1940 Act or the rules
and regulations thereunder, state law, or
a fund’s organizational documents.
Based on the above proposed changes,
the Exchange proposes to restructure
Rules 14.10(e)(1)(A) and (E).
Specifically, the Exchange proposes to
split Rule 14.10(e)(1)(A) into
subparagraphs (i) and (ii). Subparagraph
(i) will provide the current exemptions
for asset-backed issuers and other
passive issuers, while subparagraph (ii)
will provide for the proposed exemption
of Rule 14.10(i)(1) applicable to issuers
of Portfolio Depository Receipts, as
provided under Rule 14.11(b). The
Exchange also proposes to split existing
Rule 14.10(e)(1)(E) into subparagraphs
(i), (ii), and (iii). Subparagraphs (i) and
(ii) will provide the current exemptions
for management investment companies,
while subparagraph (iii) will provide for
the proposed exemption of Rule
14.10(i)(1) applicable to certain
categories of investment companies
registered under the 1940 Act.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the Act
and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.16 Specifically,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 17 requirements that the rules of
an exchange be 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 mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
Additionally, the Exchange believes the
proposed rule change is consistent with
the Section 6(b)(5) 18 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes that the
proposed amendment is consistent with
the protection of investors as
protections afforded by Rule 17a–8,
mean that (i) there is limited risk of
dilution to existing shareholders as a
result of an issuance of shares by an
issuer of 1940 Act Securities in
connection with the acquisition of the
16 15
17 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
18 Id.
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stock or assets of an affiliated company,
and (ii) existing shareholders have a
reduced risk of being disenfranchised as
a result of a Rule 17a–8-compliant
transaction that involves a director,
officer, or substantial shareholder of the
listed company that has a significant
interest in the company or assets to be
acquired or the consideration to be paid.
With respect to potential concerns about
voting dilution, holders of Portfolio
Depository Receipts and management
investment companies that are Index
Fund Shares, Managed Fund Shares,
Managed Portfolio Shares, ETF Shares,
and Tracking Fund Shares either do not
have the right to elect directors at
annual meetings or have the right to
elect directors only in very limited
circumstances.
The Exchange further believes its
proposal is consistent with the
protection of investors because its
proposal is limited to registered
investment companies that are
organized under the 1940 Act. In the
case of a merger of affiliated investment
companies, the board of directors of
each investment company, including a
majority of the directors that are not
interested persons of the respective
investment company, must affirmatively
determine that (i) participation in the
merger is in the best interest of their
respective investment company, and (ii)
the interests of their shareholders will
not be diluted as a result of the
transaction. Where the shares issued by
the surviving investment company are
issued at a price equal to the fund’s net
asset value, the board of directors is able
to conclude that the interests of
shareholders in such a transaction will
not be diluted. With respect to voting
dilution, the Exchange notes that
holders of 1940 Act Securities have very
limited voting rights, including no right
to vote on the annual election of a board
of directors.
The Exchange believes that the same
provisions of Rule 17a–8 that protect
against dilution also provide safeguards
for existing shareholders when the
transaction involves a director, officer,
or substantial shareholder of the listed
company that has a significant interest
in the company or assets to be acquired
or the consideration to be paid and
therefore may benefit from the
transaction. Because the board of each
merging company must make an
affirmative determination that the
transaction is in the best interest of its
investment company that the
transaction will not result in dilution for
existing shareholders, there is reduced
concern that existing shareholders will
be disenfranchised as a result of the
Exchange’s proposed exemption.
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55661
The Exchange notes that while
shareholders of the non-surviving
company must approve the merger
under certain circumstances, Rule 17a–
8 does not require the shareholders of
the surviving company to approve the
transaction. Accordingly, the Exchange
believes it is appropriate to exempt
issuers of 1940 Act Securities from the
requirements of Rule 14.10(i)(1)in this
same limited circumstance.
Notwithstanding the proposed
exemption described above, the
Exchange notes that other provisions of
Exchange rules or the 1940 Act and the
rules thereunder may require
shareholder approval and will still
apply. In particular, the Exchange notes
that the adopting release for Rule 17a–
8 specifically noted that nothing in Rule
17a–8 relieves a fund of its obligation to
obtain shareholder approval as may be
required by state law or a fund’s
organizational documents.19
The Exchange believes it is not
unfairly discriminatory to offer the
exemption only to issuers of 1940 Act
Securities completing a merger with an
affiliated registered investment
company, as opposed to all issuers of
securities listed pursuant to Exchange
Rule 14.11, because only 1940 Act
Securities are subject to the
requirements of the 1940 Act which
offer the protections against dilution
and self-dealing described herein.
Lastly, the Exchange believes that the
proposal is reasonable as it is
substantially similar to a recent rule
amendment made by Arca.20
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 competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed amendment will not impose
any burden on competition, as they
simply propose to offer 1940 Act
Securities a limited exemption for the
Exchange’s shareholder approval rule in
a specific circumstance where the
Exchange believes there is a low risk of
dilution to existing shareholders.
Further, the proposed rule change is
substantively similar to Arca Rule 5.3E.
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.
19 See
20 See
E:\FR\FM\06OCN1.SGM
supra footnote 7.
supra footnote 5.
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Federal Register / Vol. 86, No. 191 / Wednesday, October 6, 2021 / Notices
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
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 21 and Rule 19b–4(f)(6)
thereunder.22
A proposed rule change filed under
Rule 19b–4(f)(6) 23 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),24 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. The Exchange states that waiver
of the operative delay will provide
certain investment companies registered
under the 1940 Act immediate relief
from certain shareholder approval
requirements if the conditions of the
rule as described above are met. The
Commission previously approved a
substantively similar rule change on
Arca and found it consistent with the
Section 6(b)(5) of the Act.25 For these
reasons, the Commission believes that
the proposed rule change presents no
novel issues and that waiver of the 30day operative delay is consistent with
the protection of investors and the
public interest. Accordingly, the
Commission hereby waives the 30-day
operative delay and designates the
proposal operative upon filing.26
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
21 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s 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 complied with this requirement.
23 17 CFR 240.19b–4(f)(6).
24 17 CFR 240.19b–4(f)(6)(iii).
25 See supra note 5.
26 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule change’s impact on efficiency,
competition, and capital formation. See 15 U.S.C.
78c(f).
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22 17
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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) 27 of the Act 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–2021–059 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–2021–059. 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
27 15
PO 00000
U.S.C. 78s(b)(2)(B).
Frm 00096
Fmt 4703
Sfmt 4703
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–CboeBZX–2021–059, and
should be submitted on or before
October 27, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.28
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21769 Filed 10–5–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93221; File No. SR–NYSE–
2021–45]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Designation of a Longer Period for
Commission Action on Proposed Rule
Change Proposing To Adopt Listing
Standards for Subscription Warrants
Issued by a Company Organized Solely
for the Purpose of Identifying an
Acquisition Target
September 30, 2021.
On August 24, 2021, New York Stock
Exchange LLC (‘‘NYSE’’ or ‘‘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 proposed rule
change to adopt listing standards for
subscription warrants issued by a
company organized solely for the
purpose of identifying an acquisition
target. The proposed rule change was
published for comment in the Federal
Register on September 10, 2021.3
Section 19(b)(2) of the Act 4 provides
that within 45 days of the publication of
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
28 17
CFR 200.30–3(a)(12).
U.S.C.78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 92876
(September 3, 2021), 86 FR 50748. Comments
received on the proposal are available on the
Commission’s website at: https://www.sec.gov/
comments/sr-nyse-2021-45/srnyse202145.htm.
4 15 U.S.C. 78s(b)(2).
1 15
E:\FR\FM\06OCN1.SGM
06OCN1
]]>Agencies
[Federal Register Volume 86, Number 191 (Wednesday, October 6, 2021)]
[Notices]
[Pages 55659-55662]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-21769]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93218; File No. SR-CboeBZX-2021-059]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Exempt
Certain Categories of Investment Companies Registered Under the
Investment Company Act of 1940 From the Requirement To Obtain
Shareholder Approval Prior to the Issuance of Securities in Connection
With Certain Acquisitions of the Stock or Assets of an Affiliated
Registered Investment Company
September 30, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 22, 2021, Cboe BZX Exchange, Inc. (the ``Exchange''
or ``BZX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Exchange filed the proposal as a ``non-controversial'' proposed rule
change pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule
19b-4(f)(6) thereunder.\4\ 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\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') is filing
with the Securities and Exchange Commission (``Commission'') a proposed
rule change to exempt certain categories of investment companies
registered under the Investment Company Act of 1940 (the ``1940 Act'')
from the requirement to obtain shareholder approval prior to the
issuance of securities in connection with certain acquisitions of the
stock or assets of another company. The text of the proposed rule
change is provided in Exhibit 5.
The text of the proposed rule change is also available on the
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, 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 Exchange 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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Rules 14.10(e)(1)(A) and (E) to
exempt certain categories of investment companies registered under the
1940 Act from the requirement to obtain shareholder approval prior to
the issuance of securities in connection with certain acquisitions of
the stock or assets of another company. The proposal is substantially
similar to a recent rule change made by NYSE Arca, Inc. (``Arca'').\5\
The Exchange also proposes to make structural changes to Rules
14.10(e)(1)(A) and (E).
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\5\ See Securities Exchange Act No. 91901 (May 14, 2021) 86 FR
27487 (May 20, 2021) (SR-NYSEArca-2020-54) (Order approving of a
proposed rule change, as modified by amendment no. 2, to amend NYSE
Arca Rule 5.3E to exempt registered investment companies that list
certain categories of securities defined as derivative and special
purpose securities under NYSE Arca Rules from having to obtain
shareholder approval prior to the issuance of securities in
connection with certain acquisitions of the stock or assets of an
affiliated registered investment company (the ``Arca Approval
Order'').
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By way of background, Exchange Rule 14.10(i)(1) requires issuers to
obtain shareholder approval in connection with the acquisition of the
stock or assets of another company, in the following circumstances:
(A) Where, due to the present or potential issuance of common
stock, including shares issued pursuant to an earn-out provision or
similar type of provision, or securities convertible into or
exercisable for common stock, other than a public offering for cash:
(1) The common stock has or will have upon issuance voting power
equal to or in excess of 20% of the voting power outstanding before the
issuance of stock or securities convertible into or exercisable for
common stock; or
(2) the number of shares of common stock to be issued is or will be
equal to or in excess of 20% of the number of shares of common stock
outstanding before the issuance of the stock or securities; or
(B) any director, officer or Substantial Shareholder (as defined by
Rule 14.10(i)(5)(C)) of the Company has a 5% or greater interest (or
such persons collectively have a 10% or greater interest), directly or
indirectly, in the Company or assets to be acquired or in the
consideration to be paid in the transaction or series of related
transactions and the present or potential issuance of common stock, or
securities convertible into or exercisable for common stock, could
result in an increase in outstanding common shares or voting power of
5% or more.
Exchange Rules 14.10(e)(1)(A) and 14.10(e)(1)(E) exempt certain
categories of issuers from certain corporate governance requirements.
Now, the Exchange proposes to amend Rules 14.10(e)(1)(A) and
14.10(e)(1)(E) to exempt certain categories of investment companies
registered under the 1940 Act from the requirement to comply with Rule
14.10(i)(1) in connection with the acquisition of the stock or assets
of an affiliated registered investment company in a transaction that
complies with Rule 17a-8 \6\ (Mergers of affiliated companies) (``Rule
17a-8'') under the 1940 Act and does not otherwise require shareholder
approval under the 1940 Act and the rules thereunder or any other
Exchange rule.\7\ Specifically, the
[[Page 55660]]
Exchange proposes to exempt from the shareholder approval provision
described herein Portfolio Depository Receipts, as provided under Rule
14.11(b), as well as management investment companies that are Index
Fund Shares, Managed Fund Shares, Managed Portfolio Shares, ETF Shares,
and Tracking Fund Shares as defined in Rules 14.11(c), 14.11(i),
14.11(k), 14.11(l), and 14.11(m), respectively.\8\
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\6\ 17 CFR 270.17a-8.
\7\ The Exchange proposes to exempt both Portfolio Depository
Receipts (Rule 14.11(b)) and certain management investment companies
that are Index Fund Shares (Rule 14.11(c)), Managed Fund Shares
(Rule 14.11(i)), Managed Portfolio Shares (Rule 14.11(k)), ETF
Shares (Rule 14.11(l)), and Tracking Fund Shares (Rule 14.11(m))
(collectively, with Portfolio Depository Receipts, the ``1940 Act
Securities''). Each of the listed categories are issued by an entity
organized under the 1940 Act. In proposing this exemption, the
Exchange notes that the adopting release for Rule 17a-8 specifically
noted that nothing in Rule 17a-8 relieves a fund of its obligation
to obtain shareholder approval as may be required by state law or a
fund's organizational documents. See Investment Company Act Release
No. 25666 at Footnote 18.
\8\ Index Fund Shares listed pursuant to Rule 14.11(c) are
substantively similar to Investment Company Units listed pursuant to
Arca Rule 5.2-E(j)(3). Similarly, Tracking Fund Shares listed
pursuant Rule 14.11(m) are substantively similar to Active Proxy
Portfolio Shares listed pursuant to Arca Rule 8.601-E.
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In general, the requirement to obtain shareholder approval prior to
the issuance of securities in connection with certain acquisitions of
the stock or asset of another company is designed to give existing
shareholders a vote on the issuance of stock that may dilute their
voting or economic rights. The Exchange notes that Exchange Rule
14.10(i)(1) is also intended to give shareholders a vote on
transactions where a director, officer, or substantial shareholder of
the listed company has a significant interest in the company or assets
to be acquired or the consideration to be paid and therefore may
benefit from the transaction. For the reasons described below, as well
as the protections embedded in Rule 17a-8, the Exchange believes that
these concerns are limited with respect to 1940 Act Securities.
Therefore, the Exchange believes it is appropriate to exempt issuers of
1940 Act Securities from having to obtain shareholder approval under
Exchange rules which can be both time consuming and expensive.
The Exchange believes that the potential economic and voting
dilution concerns sometimes associated with a large share issuance are
unlikely to be present when an issuer of a 1940 Act Security issues
shares in connection with the acquisition of the stock or assets of an
affiliated registered investment company. As described above, the
proposed exemption will only apply to issuers of investment companies
organized under the 1940 Act.\9\ Sections 17(a)(1)-(2) of the 1940 Act
prohibit, among other things, certain transactions between registered
investment companies and affiliated persons.\10\ Rule 17a-8 provides an
exemption from Sections 17(a)(1)-(2) for certain mergers of affiliated
companies provided that the board of directors of each investment
company, including a majority of the directors that are not interested
persons, affirmatively determine that (i) participation in the merger
is in the best interest of their respective investment company, and
(ii) the interests of their shareholders will not be diluted as a
result of the transaction.\11\ Because the shares issued by the
acquiring investment company are issued at a price equal to the fund's
net asset value,\12\ the board of directors is able to make an
affirmative determination that the merger is not dilutive to existing
shareholders.\13\ With respect to potential concerns about voting
dilution, holders of Portfolio Depository Receipts and management
investment companies that are Index Fund Shares, Managed Fund Shares,
Managed Portfolio Shares, ETF Shares, and Tracking Fund Shares either
do not have the right to elect directors at annual meetings or have the
right to elect directors only in very limited circumstances.
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\9\ As of June 10, 2021, approximately 97% of securities listed
on the Exchange are issued by investment companies registered under
the 1940 Act.
\10\ 15 U.S.C. 80a-17(a)(1)-(2). See also the definition of
``affiliated person'' in the 1940 Act at 15 U.S.C 80a-2(a)(3).
\11\ 17 CFR 270.17a-8.
\12\ The Exchange notes that the proposing releases for Rule
17a-8 specifically contemplated that, in certain circumstances, the
price paid may deviate from a fund's net asset value due to
adjustments for tax purposes. See Investment Company Act Release No.
25259 at Footnote 26.
\13\ The Exchange notes that the shares are issued at a fund's
net asset value when the fund is registered. Rule 17a-8 also
includes requirements to protect against dilution when the fund to
be acquired is unregistered. Notwithstanding these requirements
applicable when a fund is unregistered, the Exchange's exemption
will only apply when each fund that is a party to the merger is
registered.
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The Exchange believes that the same provisions of Rule 17a-8 that
protect against dilution also provide safeguards for existing
shareholders when the transaction involves a director, officer, or
substantial shareholder of the listed company that has a significant
interest in the company or assets to be acquired or the consideration
to be paid and therefore may benefit from the transaction. Because the
board of each merging company must make an affirmative decision that
the transaction is in the best interest of its respective company and
that the transaction will not result in dilution for existing
shareholders, the Exchange believes there is reduced concern that
existing shareholders will be disenfranchised as a result of the
Exchange's proposed exemption.
Under Rule 17a-8, an affiliated merger must be approved by a
majority of the outstanding voting securities of the merging company
that is not the surviving company unless certain conditions are met.
However, Rule 17a-8 does not require the surviving company (i.e., the
fund issuing shares in the merger) to obtain the approval of its
shareholders. When the Commission proposed amendments to Rule 17a-8, it
specifically sought comment on whether the outstanding voting
securities of the fund that will survive the merger should also be
required to approve the merger.\14\ Importantly, the Commission
ultimately did not include a requirement of approval of shareholders of
the surviving company in its final rule.
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\14\ See Investment Company Act Release No. 25259 at Section
II(A)(2)(a): ``Should the outstanding voting securities of the fund
that will survive the merger also be required to approve the
merger?''
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Given that Rule 17a-8 does not require a surviving company issuer
of 1940 Act Securities to obtain shareholder approval in the context of
a merger of affiliated companies, the Exchange believes it is
appropriate to exempt such issuers of 1940 Act Securities from having
to comply with Exchange Rule 14.10(i)(1). As described above, the
Exchange only proposes to exempt issuers of 1940 Act Securities from
having to comply with Exchange Rule 14.10(i)(1) if they are issuing
shares to acquire the stock or assets of an affiliated registered
investment company. Notwithstanding the proposed exemption, the
Exchange notes that other provisions of Exchange rules or the 1940 Act
and the rules thereunder may require shareholder approval and will
still apply. In particular, the Exchange notes that the adopting
release for Rule 17a-8 specifically noted that nothing in Rule 17a-8
relieves a fund of its obligation to obtain shareholder approval as may
be required by state law or a fund's organizational documents.\15\
Thus, an issuer of a 1940 Act Security may still be required to obtain
shareholder approval in connection with the acquisition of the stock or
assets of an affiliated company even if such transaction complies with
Rule 17a-8 if such transaction would require shareholder approval under
other applicable Exchange Rules, another
[[Page 55661]]
provision of the 1940 Act or the rules and regulations thereunder,
state law, or a fund's organizational documents.
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\15\ See supra footnote 7.
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Based on the above proposed changes, the Exchange proposes to
restructure Rules 14.10(e)(1)(A) and (E). Specifically, the Exchange
proposes to split Rule 14.10(e)(1)(A) into subparagraphs (i) and (ii).
Subparagraph (i) will provide the current exemptions for asset-backed
issuers and other passive issuers, while subparagraph (ii) will provide
for the proposed exemption of Rule 14.10(i)(1) applicable to issuers of
Portfolio Depository Receipts, as provided under Rule 14.11(b). The
Exchange also proposes to split existing Rule 14.10(e)(1)(E) into
subparagraphs (i), (ii), and (iii). Subparagraphs (i) and (ii) will
provide the current exemptions for management investment companies,
while subparagraph (iii) will provide for the proposed exemption of
Rule 14.10(i)(1) applicable to certain categories of investment
companies registered under the 1940 Act.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\16\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \17\ requirements that the rules
of an exchange be 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 mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \18\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(5).
\18\ Id.
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The Exchange believes that the proposed amendment is consistent
with the protection of investors as protections afforded by Rule 17a-8,
mean that (i) there is limited risk of dilution to existing
shareholders as a result of an issuance of shares by an issuer of 1940
Act Securities in connection with the acquisition of the stock or
assets of an affiliated company, and (ii) existing shareholders have a
reduced risk of being disenfranchised as a result of a Rule 17a-8-
compliant transaction that involves a director, officer, or substantial
shareholder of the listed company that has a significant interest in
the company or assets to be acquired or the consideration to be paid.
With respect to potential concerns about voting dilution, holders of
Portfolio Depository Receipts and management investment companies that
are Index Fund Shares, Managed Fund Shares, Managed Portfolio Shares,
ETF Shares, and Tracking Fund Shares either do not have the right to
elect directors at annual meetings or have the right to elect directors
only in very limited circumstances.
The Exchange further believes its proposal is consistent with the
protection of investors because its proposal is limited to registered
investment companies that are organized under the 1940 Act. In the case
of a merger of affiliated investment companies, the board of directors
of each investment company, including a majority of the directors that
are not interested persons of the respective investment company, must
affirmatively determine that (i) participation in the merger is in the
best interest of their respective investment company, and (ii) the
interests of their shareholders will not be diluted as a result of the
transaction. Where the shares issued by the surviving investment
company are issued at a price equal to the fund's net asset value, the
board of directors is able to conclude that the interests of
shareholders in such a transaction will not be diluted. With respect to
voting dilution, the Exchange notes that holders of 1940 Act Securities
have very limited voting rights, including no right to vote on the
annual election of a board of directors.
The Exchange believes that the same provisions of Rule 17a-8 that
protect against dilution also provide safeguards for existing
shareholders when the transaction involves a director, officer, or
substantial shareholder of the listed company that has a significant
interest in the company or assets to be acquired or the consideration
to be paid and therefore may benefit from the transaction. Because the
board of each merging company must make an affirmative determination
that the transaction is in the best interest of its investment company
that the transaction will not result in dilution for existing
shareholders, there is reduced concern that existing shareholders will
be disenfranchised as a result of the Exchange's proposed exemption.
The Exchange notes that while shareholders of the non-surviving
company must approve the merger under certain circumstances, Rule 17a-8
does not require the shareholders of the surviving company to approve
the transaction. Accordingly, the Exchange believes it is appropriate
to exempt issuers of 1940 Act Securities from the requirements of Rule
14.10(i)(1)in this same limited circumstance.
Notwithstanding the proposed exemption described above, the
Exchange notes that other provisions of Exchange rules or the 1940 Act
and the rules thereunder may require shareholder approval and will
still apply. In particular, the Exchange notes that the adopting
release for Rule 17a-8 specifically noted that nothing in Rule 17a-8
relieves a fund of its obligation to obtain shareholder approval as may
be required by state law or a fund's organizational documents.\19\
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\19\ See supra footnote 7.
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The Exchange believes it is not unfairly discriminatory to offer
the exemption only to issuers of 1940 Act Securities completing a
merger with an affiliated registered investment company, as opposed to
all issuers of securities listed pursuant to Exchange Rule 14.11,
because only 1940 Act Securities are subject to the requirements of the
1940 Act which offer the protections against dilution and self-dealing
described herein.
Lastly, the Exchange believes that the proposal is reasonable as it
is substantially similar to a recent rule amendment made by Arca.\20\
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\20\ See supra footnote 5.
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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 competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed amendment will
not impose any burden on competition, as they simply propose to offer
1940 Act Securities a limited exemption for the Exchange's shareholder
approval rule in a specific circumstance where the Exchange believes
there is a low risk of dilution to existing shareholders. Further, the
proposed rule change is substantively similar to Arca Rule 5.3E.
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.
[[Page 55662]]
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
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 \21\ and Rule 19b-
4(f)(6) thereunder.\22\
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\21\ 15 U.S.C. 78s(b)(3)(A).
\22\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's 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 complied with this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \23\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\24\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposal
may become operative immediately upon filing. The Exchange states that
waiver of the operative delay will provide certain investment companies
registered under the 1940 Act immediate relief from certain shareholder
approval requirements if the conditions of the rule as described above
are met. The Commission previously approved a substantively similar
rule change on Arca and found it consistent with the Section 6(b)(5) of
the Act.\25\ For these reasons, the Commission believes that the
proposed rule change presents no novel issues and that waiver of the
30-day operative delay is consistent with the protection of investors
and the public interest. Accordingly, the Commission hereby waives the
30-day operative delay and designates the proposal operative upon
filing.\26\
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\23\ 17 CFR 240.19b-4(f)(6).
\24\ 17 CFR 240.19b-4(f)(6)(iii).
\25\ See supra note 5.
\26\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule change's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \27\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\27\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CboeBZX-2021-059 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-2021-059. 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-CboeBZX-2021-059, and should be
submitted on or before October 27, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-21769 Filed 10-5-21; 8:45 am]
BILLING CODE 8011-01-P
