Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To Exempt Closed-End Management Investment Companies Registered Under the Investment Company Act of 1940 From the Annual Meeting of Shareholders Requirement Set Forth in Exchange Rule 14.10(f), 57491-57494 [2024-15404]
Download as PDF
<![CDATA[
Federal Register / Vol. 89, No. 135 / Monday, July 15, 2024 / Notices
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:
• 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–
BX–2024–019 on the subject line.
Paper Comments
ddrumheller on DSK120RN23PROD with NOTICES1
• 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–BX–2024–019. 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–BX–2024–019 and should be
submitted on or before August 5, 2024.
18:25 Jul 12, 2024
[FR Doc. 2024–15410 Filed 7–12–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
VerDate Sep<11>2014
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.41
J. Matthew DeLesDernier,
Deputy Secretary.
Jkt 262001
[Release No. 34–100473; File No. SR–
CboeBZX–2024–055]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing of
a Proposed Rule Change, as Modified
by Amendment No. 1, To Exempt
Closed-End Management Investment
Companies Registered Under the
Investment Company Act of 1940 From
the Annual Meeting of Shareholders
Requirement Set Forth in Exchange
Rule 14.10(f)
July 9, 2024.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (‘‘Act’’
or ‘‘Exchange Act’’) 1 and Rule 19b–4
thereunder,2 notice is hereby given that
on June 25, 2024, Cboe BZX Exchange,
Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) a
proposed rule change to exempt closedend management investment companies
registered under the Investment
Company Act of 1940 from the annual
meeting of shareholders requirement set
forth in Exchange Rule 14.10(f). On July
2, 2024, the Exchange filed Amendment
No. 1 to the proposed rule change as
described in Items I, II, and III below,
which Items have been prepared by the
Exchange. Amendment No. 1 replaced
and superseded the proposed rule
change in its entirety. The Commission
is publishing this notice to solicit
comments on the proposed rule change,
as modified by Amendment No. 1, from
interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BZX Exchange, Inc. (‘‘BZX’’ or
the ‘‘Exchange’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’ or ‘‘SEC’’) a proposed
rule change to exempt closed-end
management investment companies
registered under the Investment
Company Act of 1940 from the annual
meeting of Shareholders requirement set
forth in Exchange Rule 14.10(f). The text
PO 00000
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
This Amendment No. 1 to SR–
CboeBZX–2024–055 amends and
replaces in its entirety the proposal as
originally submitted on June 25, 2024.
The Exchange submits this Amendment
No. 1 in order to clarify certain points
and add additional details to the
proposal.
Exchange Rule 14.10(f) requires that
each Company 3 listing common stock
or voting preferred stock, and their
equivalents, shall hold an annual
meeting of Shareholders 4 no later than
one year after the end of the Company’s
fiscal year-end, unless such Company is
a limited partnership that meets the
requirements of Rule 14.10(e)(1)(D)(iii).
Now, the Exchange is proposing to
exempt closed-end management
investment companies registered under
the Investment Company Act of 1940
(‘‘Closed-End Funds’’) from the
requirements of Rule 14.10(f). The
annual meeting requirement applicable
to Closed-End Funds originates only
from exchange listing rules and is not
otherwise required under the
Investment Company Act of 1940
(‘‘1940 Act’’) or applicable state laws.
Furthermore, under Exchange Rules
Closed-End Funds are the only
registered investment companies that
3 See
41 17
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
Frm 00108
Fmt 4703
Sfmt 4703
57491
Exchange Rule 14.1(a)(3).
mans a record or beneficial
owner of a security listed or applying to list. See
Exchange Rule 14.1(a)(28).
4 ‘‘Shareholder’’
E:\FR\FM\15JYN1.SGM
15JYN1
57492
Federal Register / Vol. 89, No. 135 / Monday, July 15, 2024 / Notices
are required to hold annual Shareholder
meetings. The Exchange believes that
the burdens of the annual meeting
requirement on Closed-End Funds
outweigh the benefits, and as discussed
more fully below, the Exchange believes
that other provisions of the 1940 Act
preserve Shareholder interests that the
annual meeting requirement is intended
to protect.
Background
Generally, the main purpose of an
annual meeting is to allow Shareholders
to elect the directors who are
responsible for the oversight of the
company and its strategic direction. The
annual meeting requirement dates back
to 1909 and derives from a provision
included in individually negotiated
listing agreements on New York Stock
Exchange (‘‘NYSE’’).5 NYSE began
listing investment companies in 1929,
by which time the annual Shareholder
meeting requirement was enmeshed in
its listing rules and therefore also
applied to investment companies. Since
that time, the annual meeting
requirement has been memorialized
across all listing exchange rules
applicable to Closed-End Funds,
including Exchange Rules.6
The listing rules of exchanges,
including the Exchange, are the only
authority that require listed Closed-End
Funds to hold annual shareholder
meetings. As such, the Exchange
proposes to eliminate such requirement
for the reasons set forth below.
ddrumheller on DSK120RN23PROD with NOTICES1
1. 1940 Act
Although the annual Shareholder
meeting requirement dates back to 1909,
the requirement was not memorialized
in the 1940 Act. The 1940 Act is
generally designed to protect the
interests of Shareholders with respect to
all critical aspects of the structure and
operation of a fund. Nonetheless, when
Congress considered requiring that
registered investment companies hold
5 See Special Study Group of the Committee on
Federal Regulation of Securities, ABA Section of
Business Law, Special Study on Market Structure,
Listing Standards and Corporate Governance, 57
Bus. Law. 1487, 1497 (2002).
6 The Exchange adopted listing standards for
Closed-End Funds in 2018, which were based on
existing criteria applicable to Closed-End Funds
listed on NYSE American LLC (‘‘NYSE American’’).
See Securities Exchange Act Nos. 83596 (July 5,
2018) 83 FR 32162 (July 11, 2018) (SR–CboeBZX–
2018–047) (Notice of Filing of a Proposed Rule
Change To Amend BZX Rule 14.8, General Listings
Requirements—Tier I); 84377 (October 5, 2018) 83
FR 51747 (October 12, 2018) (Notice of Filing of
Amendment Nos. 2 and 4 and Order Granting
Accelerated Approval of a Proposed Rule Change,
as Modified by Amendment Nos. 2 and 4, To
Amend BZX Rule 14.8, General Listings
Requirements—Tier I, To Adopt Listing Standards
for Closed-End Funds).
VerDate Sep<11>2014
18:25 Jul 12, 2024
Jkt 262001
annual meetings it declined to adopt the
requirement.7
While the 1940 Act does not require
an annual Shareholder meeting, it
otherwise provides various mechanisms
designed to protect the interest of
Closed-End Fund Shareholder interests.
a. 1940 Act Preserves Shareholders’
Ability To Elect Directors
Like other types of corporations,
trusts, or partnerships, an investment
company must be operated for the
benefit of its owners. Unlike most
business organizations, however,
investment companies are typically
organized and operated by an
investment adviser that is responsible
for the day-to-day operations of the
fund. In most cases, the investment
adviser is separate and distinct from the
fund it advises, with primary
responsibility and loyalty to its own
Shareholders. Because the structure of a
fund differs from a company, the board
of directors plays an important role in
fund governance by overseeing the
performance of service providers that
run the fund’s day-to-day operations
(including the fund’s adviser) and
monitoring for potential conflicts of
interests.
The 1940 Act protects Closed-End
Fund Shareholders by preserving their
ability to elect directors who are
responsible for the oversight of the fund.
Specifically, the 1940 Act requires a
Closed-End Fund to hold a Shareholder
meeting in two instances: (1) to elect the
initial board of directors; and (2) to fill
all existing vacancies on the board if
Shareholders have elected less than a
majority of the board. Further, the 1940
Act requires that Shareholders fill any
director vacancies if they have elected
less than two-thirds of the directors
holding office.8
The Exchange believes these
provisions are designed to provide
Shareholders with a say on fund
management while also protecting
Shareholders from ceding control of an
investment company to a new board
without any Shareholder notice or
action. Through these requirements, the
Exchange believes the 1940 Act ensures
7 See Investment Trusts and Investment
Companies: Hearings on H.R. 10065 Before the
House Subcomm. on Interstate and Foreign
Commerce, 76th Cong., 3d Sess. 43 (1940) at 502
(testimony of Merrill Griswold, Chairman,
Massachusetts Investors Trust of Boston) (noting
that the initial bill proposed to give shareholders
the right to elect directors at annual meetings).
Commission staff also later confirmed that the 1940
Act does not impose a requirement to hold annual
meetings in a 1986 no-action letter. See John
Nuveen & Co. Inc. (pub. avail. Nov. 18, 1986). The
letter took the position that the necessity for annual
meetings was generally a question of state law.
8 See Section 16(a) of the 1940 Act.
PO 00000
Frm 00109
Fmt 4703
Sfmt 4703
that fund Shareholders retain the direct
ability to meet and determine important
corporate governance decisions when,
as Congress determined, they are
appropriate. In the Exchange’s view,
this reflects an important distinction
from operating companies, who are not
subject to these requirements under the
1940 Act, and whose Shareholders do
not have these rights under federal
securities laws.
b. 1940 Act Requires Independent
Directors To Approve Significant
Actions
Given the structure of investment
companies, conflicts of interest can arise
because the interest of the investment
adviser is to maximize its own profits
for the benefit of its owners, which may
conflict with its duty to act in the best
interests of the investment company and
its Shareholders. Therefore, the board of
directors, and particularly ‘‘independent
directors’’ 9 play a critical role in
policing potential conflicts of interest
between the investment company and
its investment adviser and affiliates. The
1940 Act requires at least 40 percent of
the board of directors be comprised of
independent directors.10 However,
certain exemptive rules upon which
Closed-End Funds frequently rely
require that a fund’s board have at least
a majority of independent directors.11
To further protect Shareholder
interests, the 1940 Act also requires that
a majority of independent directors
approve significant actions, especially
those that involve a potential conflict of
interest such as approval of the
investment advisory agreement between
9 An independent director is a person other than
an ‘‘interested person’’ as defined in Section
2(a)(19) of the 1940 Act. In general, under the 1940
Act, an independent director cannot currently have,
or at any time during the previous two years have
had, as significant business relationship with the
fund’s adviser, principal underwriter (distributor),
or affiliates. An independent director also cannot
own any stock of the investment adviser or certain
related entities, such as parent companies or
subsidiaries.
10 See Section 10(a) of the 1940 Act.
11 See 1940 Act Rule 10f–3 (permitting a fund to
participate in an offering when an affiliated brokerdealer is part of the underwriting syndicate); 1940
Act Rule 15a–4(b)(2) (permitting a fund to enter into
an interim advisory contract without shareholder
approval following a change in control of the
adviser); 1940 Act Rule 17a–7 (permitting a fund to
engage in cross-trades with affiliates); 1940 Act
Rule 17a–8 (permitting mergers between affiliated
funds without shareholder approval); 1940 Act Rule
17d–1(d)(7) (permitting a fund to share joint
insurance policies with affiliates); 1940 Act Rule
17e–1 (permitting a fund to pay commissions to
affiliated brokers); 1940 Act Rule 17g–1(j)
(permitting a fund to share a joint fidelity bond
with affiliates); and 1940 Act Rule 23c–3
(permitting a closed-end fund to periodically
repurchase shares from investors). See also Rule 0–
1(7) under the 1940 Act.
E:\FR\FM\15JYN1.SGM
15JYN1
ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 135 / Monday, July 15, 2024 / Notices
a fund and its investment adviser.12
Specifically, the following types of
actions require approval of a majority of
a fund’s independent directors:
• Approval of advisory agreement
(Section 15);
• Approval of underwriting
agreement (Section 15);
• Selection of independent public
accountant (Section 32);
• Acquisition of securities by a fund
from an underwriting syndicate of
which the fund’s adviser or certain
other affiliates are members (Rule 10f–
3(h));
• The purchase or sale of securities
between investment companies that
have the same investment adviser (Rule
17a–7(e));
• Mergers or asset acquisitions
involving investment companies that
have the same investment adviser (Rule
17a–8(a));
• Use of an affiliated broker-dealer to
effect portfolio transactions on a
national securities exchange (Rule 17e–
1(b)); and
• Approval of the fund’s fidelity bond
coverage (Rule 17g–1(d)).
The Exchange notes that in in certain
circumstances the SEC has observed
independent directors can provide
greater protection to Shareholders than
an annual shareholder vote. For
example, when the SEC adopted Rule
32a–4 under the 1940 Act to allow a
fund to avoid seeking ratification of the
fund’s independent public accountant at
annual meetings it stated: 13
Section 32(a)(2) of the Act requires
that the selection of a fund’s
independent public accountant be
submitted to shareholders for
ratification or rejection. New rule 32a-4
exempts a fund from this requirement if
the fund has an audit committee
consisting entirely of independent
directors to oversee the fund’s auditor.
The new rule could provide significant
benefits to shareholders. Many believe
shareholder ratification of a fund’s
independent auditor has become a
perfunctory process, with votes that are
rarely contested. As a consequence, we
believe that the ongoing oversight
provided by an independent audit
committee can provide greater
protection to shareholders than
shareholder ratification of the choice of
auditor.
12 See
Section 15 of the 1940 Act.
Section 10(a) of the 1940 Act; Role of
Independent Directors of Investment Companies,
SEC Release No. IC–24816 (Jan. 2, 2001), available
at https://www.sec.gov/rules/final/34-43786.htm
(‘‘2001 Release’’).
13 See
VerDate Sep<11>2014
18:25 Jul 12, 2024
Jkt 262001
c. The 1940 Act Requires a Shareholder
Vote on Material Governance and Policy
Changes
In addition to Shareholder vote
requirements for approving certain
measures, the 1940 Act further protects
Shareholders by explicitly requiring
investment companies to obtain
Shareholder approval for most material
governance or policy changes.
Specifically, the following types of
changes require Shareholder approval:
• A new investment management
agreement or a material amendment to
an investment management agreement
(Section 15);
• A change from closed-end to openend status, or vice versa (Section 13);
• A change from diversified company
to non-diversified company (Section
13);
• A change in a policy with respect
to borrowing money, issuing senior
securities, underwriting securities that
other persons issue, purchasing or
selling real estate or commodities or
making loans to other persons, except in
each case in accordance with the
recitals of policy contained in its
registration statement in respect thereto
(Section 13);
• A deviation from a policy in respect
of concentration of investments in any
particular industry or fundamental
investment policy (Section 13); and
• A change in the nature of the
investment company’s business so as to
cease to be an investment company
(Section 13).
The 1940 Act Shareholder vote to
approve such changes requires the
following:
. . . The vote of a majority of the
outstanding voting securities of a
company means the vote, at the annual
or a special meeting of the security
holders of such company duly called,
(A) of 67 per centum or more of the
voting securities present at such
meeting, if the holders of more than 50
per centum of the outstanding voting
securities of such company are present
or represented by proxy; or (B) of more
than 50 per centum of the outstanding
voting securities of such company,
whichever is the less.14
Given this, the voting standard under
(A) above requires the fund to meet a de
facto quorum of at least 50 percent of all
outstanding shares to even hold the
vote, and to pass the vote the fund must
receive an affirmative vote of 67 percent
of the shares present. Alternatively, the
standard under (B) above requires a
majority of all outstanding voting
securities. The Exchange believes the
PO 00000
14 See
Section 2(a)(42) of the 1940 Act.
Frm 00110
Fmt 4703
Sfmt 4703
57493
voting standard for investment
companies is thus higher than most
standard operating companies and
illustrates the 1940 Act’s strong
protections for Shareholders.
d. Exchange-Listed Closed-End Funds
Are the Only Registered Investment
Companies That Are Required To Hold
Annual Shareholder Meetings
Closed-End Funds are the only form
of registered investment company listed
on the Exchange required to hold
annual Shareholder meetings under
Exchange Rules. Specifically, the
Exchange recently changed its rules to
provide that Derivative Securities 15
listed on the Exchange are exempt from
the annual Shareholder meeting
requirement.16 Thus, while exchangelisted Closed-End Funds are subject to
the requirements discussed above and
their Shareholders benefit from the
protections and reports that the 1940
Act mandates, they are the only form of
registered investment company required
to hold annual Shareholder meetings
because of Exchange rules.
Proposal
Rule 14.10(e) provides for the
exemptions from the corporate
governance rules afforded to certain
types of companies. Specifically, Rule
14.10(e)(1)(E) sets forth exemptions
from the corporate governance rules
specifically applicable to management
investment companies. The Exchange
proposes to adopt Rule 14.10(e)(1)(E)(iv)
which would provide that management
investment companies that are ClosedEnd Funds, as defined in Rule 14.8(a),
are exempt from the requirements
relating to Meetings of Shareholders (as
15 Rule 14.10(e)(1)(F)(ii) provides that ‘‘Derivative
Securities’’ is defined as the following: Commodity
Futures Trust Shares (Rule 14.11(e)(7)), Commodity
Index Trust Shares (Rule 14.11(e)(6)), CommodityBased Trust Shares (Rule 14.11(e)(4)), CommodityLinked Securities (Rule 14.11(d)(K)(ii)), Currency
Trust Shares (Rule 14.11(e)(5)), Equity Gold Shares
(Rule 14.11(e)(2), Equity Index-Linked Securities
(Rule 14.11(d)(K)(i)), ETF Shares (Rule 14.11(l)),
Fixed Income Index-Linked Securities (Rule
14.11(d)(K)(iii)), Futures-Linked Securities (Rule
14.11(d)(K)(iv)), Index Fund Shares (Rule 14.11(c)),
Index-Linked Exchangeable Notes (Rule 14.11(e)(1),
Managed Fund Shares (Rule 14.11(i)), Managed
Portfolio Shares (Rule 14.11(k)), Managed Trust
Securities (Rule 14.11(e)(10)), Multifactor IndexLinked Securities (Rule 14.11(d)(K)(v)), Partnership
Units (Rule 14.11(e)(8)), Portfolio Depository
Receipts (Rule 14.11(b)), SEEDS (Rule 14.11(e)(12)),
Tracking Fund Shares (Rule 14.11(m)), Trust
Certificates (Rule 14.11(e)(3), and Trust Issued
Receipts (Rule 14.11(f)). Derivative Securities are
currently the only products registered under the
1940 Act that are listed on the Exchange. There are
currently no Closed-End Funds listed on the
Exchange.
16 See Securities Exchange Act Release No. 99524
(February 13, 2024) 89 FR 12919 (February 20,
2024) (SR–CboeBZX–2024–010).
E:\FR\FM\15JYN1.SGM
15JYN1
ddrumheller on DSK120RN23PROD with NOTICES1
57494
Federal Register / Vol. 89, No. 135 / Monday, July 15, 2024 / Notices
set forth in Rule 14.10(f)). The Exchange
also proposes to amend Interpretation
and Policy .13 (Management Investment
Companies) and .15 (Meetings of
Shareholders or Partners) to reiterate
that that Closed-End Funds are exempt
from the Meetings of Shareholders
requirement under Rule 14.10(f).
14.10 would clearly provide that
Closed-End Funds are exempt from the
annual Shareholder meeting
requirements required under Rule
14.10(f).
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the
Exchange Act and the rules and
regulations thereunder applicable to the
Exchange and, in particular, the
requirements of Section 6(b) of the
Exchange Act.17 Specifically, the
Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 18 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.
The Exchange believes that the
proposal protects investors and the
public interest because it exempts
Closed-End Funds from the burdensome
annual Shareholder meeting
requirement, which the Exchange
believes is unnecessary given the
investor protections afforded under the
1940 Act. Specifically, the Exchange
believes that because the 1940 Act
preserves Shareholder ability to elect
Directors, requires Independent
Directors to approve significant actions,
and requires a Shareholder vote on
material governance and policy changes,
the Exchange’s requirement to hold an
annual Shareholder meeting is
unnecessary. The Exchange further
believes that because no other registered
investment companies listed on the
Exchange are required to hold an annual
Shareholder meeting, there is not a
compelling reason for Closed-End
Funds to be subject to such a
requirement.
The Exchange also believes amending
Rule 14.10 to explicitly provide that
Closed-End Funds are exempt from the
annual Shareholder meeting
requirement are designed to promote
transparency and clarity in the
Exchange’s Rules. The Exchange
believes that with these changes, Rule
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 Exchange Act.
The purpose of the proposal is to
eliminate the burdensome and
unnecessary annual Shareholder
meeting requirement for Closed-End
Funds and would apply equally to all
similarly situated funds listed on the
Exchange. Other listing venues can
adopt similar rules if they so desire. As
such, the Exchange does not believe that
the proposal imposes any burden on
competition.
17 15
18 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
VerDate Sep<11>2014
18:25 Jul 12, 2024
Jkt 262001
B. Self-Regulatory Organization’s
Statement on Burden on Competition
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
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the Exchange consents, the Commission
will:
A. by order approve or disapprove
such proposed rule change, or
B. institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
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–2024–055 on the subject line.
Frm 00111
Fmt 4703
Sfmt 4703
• 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–2024–055. 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–2024–055 and should be
submitted on or before August 5, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024–15404 Filed 7–12–24; 8:45 am]
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change, as modified by Amendment No.
1, is consistent with the Act. Comments
may be submitted by any of the
following methods:
PO 00000
Paper Comments
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration #20417 and #20418;
OKLAHOMA Disaster Number OK–20007]
Administrative Declaration of a
Disaster for the State of Oklahoma
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
19 17
E:\FR\FM\15JYN1.SGM
CFR 200.30–3(a)(12).
15JYN1
]]>Agencies
[Federal Register Volume 89, Number 135 (Monday, July 15, 2024)]
[Notices]
[Pages 57491-57494]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-15404]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100473; File No. SR-CboeBZX-2024-055]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To
Exempt Closed-End Management Investment Companies Registered Under the
Investment Company Act of 1940 From the Annual Meeting of Shareholders
Requirement Set Forth in Exchange Rule 14.10(f)
July 9, 2024.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on June 25, 2024, Cboe BZX Exchange, Inc.
(``Exchange'' or ``BZX'') filed with the Securities and Exchange
Commission (``Commission'') a proposed rule change to exempt closed-end
management investment companies registered under the Investment Company
Act of 1940 from the annual meeting of shareholders requirement set
forth in Exchange Rule 14.10(f). On July 2, 2024, the Exchange filed
Amendment No. 1 to the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the Exchange.
Amendment No. 1 replaced and superseded the proposed rule change in its
entirety. The Commission is publishing this notice to solicit comments
on the proposed rule change, as modified by Amendment No. 1, from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change to exempt closed-end management investment
companies registered under the Investment Company Act of 1940 from the
annual meeting of Shareholders requirement set forth in Exchange Rule
14.10(f). 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
This Amendment No. 1 to SR-CboeBZX-2024-055 amends and replaces in
its entirety the proposal as originally submitted on June 25, 2024. The
Exchange submits this Amendment No. 1 in order to clarify certain
points and add additional details to the proposal.
Exchange Rule 14.10(f) requires that each Company \3\ listing
common stock or voting preferred stock, and their equivalents, shall
hold an annual meeting of Shareholders \4\ no later than one year after
the end of the Company's fiscal year-end, unless such Company is a
limited partnership that meets the requirements of Rule
14.10(e)(1)(D)(iii). Now, the Exchange is proposing to exempt closed-
end management investment companies registered under the Investment
Company Act of 1940 (``Closed-End Funds'') from the requirements of
Rule 14.10(f). The annual meeting requirement applicable to Closed-End
Funds originates only from exchange listing rules and is not otherwise
required under the Investment Company Act of 1940 (``1940 Act'') or
applicable state laws. Furthermore, under Exchange Rules Closed-End
Funds are the only registered investment companies that
[[Page 57492]]
are required to hold annual Shareholder meetings. The Exchange believes
that the burdens of the annual meeting requirement on Closed-End Funds
outweigh the benefits, and as discussed more fully below, the Exchange
believes that other provisions of the 1940 Act preserve Shareholder
interests that the annual meeting requirement is intended to protect.
---------------------------------------------------------------------------
\3\ See Exchange Rule 14.1(a)(3).
\4\ ``Shareholder'' mans a record or beneficial owner of a
security listed or applying to list. See Exchange Rule 14.1(a)(28).
---------------------------------------------------------------------------
Background
Generally, the main purpose of an annual meeting is to allow
Shareholders to elect the directors who are responsible for the
oversight of the company and its strategic direction. The annual
meeting requirement dates back to 1909 and derives from a provision
included in individually negotiated listing agreements on New York
Stock Exchange (``NYSE'').\5\ NYSE began listing investment companies
in 1929, by which time the annual Shareholder meeting requirement was
enmeshed in its listing rules and therefore also applied to investment
companies. Since that time, the annual meeting requirement has been
memorialized across all listing exchange rules applicable to Closed-End
Funds, including Exchange Rules.\6\
---------------------------------------------------------------------------
\5\ See Special Study Group of the Committee on Federal
Regulation of Securities, ABA Section of Business Law, Special Study
on Market Structure, Listing Standards and Corporate Governance, 57
Bus. Law. 1487, 1497 (2002).
\6\ The Exchange adopted listing standards for Closed-End Funds
in 2018, which were based on existing criteria applicable to Closed-
End Funds listed on NYSE American LLC (``NYSE American''). See
Securities Exchange Act Nos. 83596 (July 5, 2018) 83 FR 32162 (July
11, 2018) (SR-CboeBZX-2018-047) (Notice of Filing of a Proposed Rule
Change To Amend BZX Rule 14.8, General Listings Requirements--Tier
I); 84377 (October 5, 2018) 83 FR 51747 (October 12, 2018) (Notice
of Filing of Amendment Nos. 2 and 4 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment Nos. 2
and 4, To Amend BZX Rule 14.8, General Listings Requirements--Tier
I, To Adopt Listing Standards for Closed-End Funds).
---------------------------------------------------------------------------
The listing rules of exchanges, including the Exchange, are the
only authority that require listed Closed-End Funds to hold annual
shareholder meetings. As such, the Exchange proposes to eliminate such
requirement for the reasons set forth below.
1. 1940 Act
Although the annual Shareholder meeting requirement dates back to
1909, the requirement was not memorialized in the 1940 Act. The 1940
Act is generally designed to protect the interests of Shareholders with
respect to all critical aspects of the structure and operation of a
fund. Nonetheless, when Congress considered requiring that registered
investment companies hold annual meetings it declined to adopt the
requirement.\7\
---------------------------------------------------------------------------
\7\ See Investment Trusts and Investment Companies: Hearings on
H.R. 10065 Before the House Subcomm. on Interstate and Foreign
Commerce, 76th Cong., 3d Sess. 43 (1940) at 502 (testimony of
Merrill Griswold, Chairman, Massachusetts Investors Trust of Boston)
(noting that the initial bill proposed to give shareholders the
right to elect directors at annual meetings). Commission staff also
later confirmed that the 1940 Act does not impose a requirement to
hold annual meetings in a 1986 no-action letter. See John Nuveen &
Co. Inc. (pub. avail. Nov. 18, 1986). The letter took the position
that the necessity for annual meetings was generally a question of
state law.
---------------------------------------------------------------------------
While the 1940 Act does not require an annual Shareholder meeting,
it otherwise provides various mechanisms designed to protect the
interest of Closed-End Fund Shareholder interests.
a. 1940 Act Preserves Shareholders' Ability To Elect Directors
Like other types of corporations, trusts, or partnerships, an
investment company must be operated for the benefit of its owners.
Unlike most business organizations, however, investment companies are
typically organized and operated by an investment adviser that is
responsible for the day-to-day operations of the fund. In most cases,
the investment adviser is separate and distinct from the fund it
advises, with primary responsibility and loyalty to its own
Shareholders. Because the structure of a fund differs from a company,
the board of directors plays an important role in fund governance by
overseeing the performance of service providers that run the fund's
day-to-day operations (including the fund's adviser) and monitoring for
potential conflicts of interests.
The 1940 Act protects Closed-End Fund Shareholders by preserving
their ability to elect directors who are responsible for the oversight
of the fund. Specifically, the 1940 Act requires a Closed-End Fund to
hold a Shareholder meeting in two instances: (1) to elect the initial
board of directors; and (2) to fill all existing vacancies on the board
if Shareholders have elected less than a majority of the board.
Further, the 1940 Act requires that Shareholders fill any director
vacancies if they have elected less than two-thirds of the directors
holding office.\8\
---------------------------------------------------------------------------
\8\ See Section 16(a) of the 1940 Act.
---------------------------------------------------------------------------
The Exchange believes these provisions are designed to provide
Shareholders with a say on fund management while also protecting
Shareholders from ceding control of an investment company to a new
board without any Shareholder notice or action. Through these
requirements, the Exchange believes the 1940 Act ensures that fund
Shareholders retain the direct ability to meet and determine important
corporate governance decisions when, as Congress determined, they are
appropriate. In the Exchange's view, this reflects an important
distinction from operating companies, who are not subject to these
requirements under the 1940 Act, and whose Shareholders do not have
these rights under federal securities laws.
b. 1940 Act Requires Independent Directors To Approve Significant
Actions
Given the structure of investment companies, conflicts of interest
can arise because the interest of the investment adviser is to maximize
its own profits for the benefit of its owners, which may conflict with
its duty to act in the best interests of the investment company and its
Shareholders. Therefore, the board of directors, and particularly
``independent directors'' \9\ play a critical role in policing
potential conflicts of interest between the investment company and its
investment adviser and affiliates. The 1940 Act requires at least 40
percent of the board of directors be comprised of independent
directors.\10\ However, certain exemptive rules upon which Closed-End
Funds frequently rely require that a fund's board have at least a
majority of independent directors.\11\
---------------------------------------------------------------------------
\9\ An independent director is a person other than an
``interested person'' as defined in Section 2(a)(19) of the 1940
Act. In general, under the 1940 Act, an independent director cannot
currently have, or at any time during the previous two years have
had, as significant business relationship with the fund's adviser,
principal underwriter (distributor), or affiliates. An independent
director also cannot own any stock of the investment adviser or
certain related entities, such as parent companies or subsidiaries.
\10\ See Section 10(a) of the 1940 Act.
\11\ See 1940 Act Rule 10f-3 (permitting a fund to participate
in an offering when an affiliated broker-dealer is part of the
underwriting syndicate); 1940 Act Rule 15a-4(b)(2) (permitting a
fund to enter into an interim advisory contract without shareholder
approval following a change in control of the adviser); 1940 Act
Rule 17a-7 (permitting a fund to engage in cross-trades with
affiliates); 1940 Act Rule 17a-8 (permitting mergers between
affiliated funds without shareholder approval); 1940 Act Rule 17d-
1(d)(7) (permitting a fund to share joint insurance policies with
affiliates); 1940 Act Rule 17e-1 (permitting a fund to pay
commissions to affiliated brokers); 1940 Act Rule 17g-1(j)
(permitting a fund to share a joint fidelity bond with affiliates);
and 1940 Act Rule 23c-3 (permitting a closed-end fund to
periodically repurchase shares from investors). See also Rule 0-1(7)
under the 1940 Act.
---------------------------------------------------------------------------
To further protect Shareholder interests, the 1940 Act also
requires that a majority of independent directors approve significant
actions, especially those that involve a potential conflict of interest
such as approval of the investment advisory agreement between
[[Page 57493]]
a fund and its investment adviser.\12\ Specifically, the following
types of actions require approval of a majority of a fund's independent
directors:
---------------------------------------------------------------------------
\12\ See Section 15 of the 1940 Act.
---------------------------------------------------------------------------
Approval of advisory agreement (Section 15);
Approval of underwriting agreement (Section 15);
Selection of independent public accountant (Section 32);
Acquisition of securities by a fund from an underwriting
syndicate of which the fund's adviser or certain other affiliates are
members (Rule 10f-3(h));
The purchase or sale of securities between investment
companies that have the same investment adviser (Rule 17a-7(e));
Mergers or asset acquisitions involving investment
companies that have the same investment adviser (Rule 17a-8(a));
Use of an affiliated broker-dealer to effect portfolio
transactions on a national securities exchange (Rule 17e-1(b)); and
Approval of the fund's fidelity bond coverage (Rule 17g-
1(d)).
The Exchange notes that in in certain circumstances the SEC has
observed independent directors can provide greater protection to
Shareholders than an annual shareholder vote. For example, when the SEC
adopted Rule 32a-4 under the 1940 Act to allow a fund to avoid seeking
ratification of the fund's independent public accountant at annual
meetings it stated: \13\
---------------------------------------------------------------------------
\13\ See Section 10(a) of the 1940 Act; Role of Independent
Directors of Investment Companies, SEC Release No. IC-24816 (Jan. 2,
2001), available at https://www.sec.gov/rules/final/34-43786.htm
(``2001 Release'').
---------------------------------------------------------------------------
Section 32(a)(2) of the Act requires that the selection of a fund's
independent public accountant be submitted to shareholders for
ratification or rejection. New rule 32a-4 exempts a fund from this
requirement if the fund has an audit committee consisting entirely of
independent directors to oversee the fund's auditor. The new rule could
provide significant benefits to shareholders. Many believe shareholder
ratification of a fund's independent auditor has become a perfunctory
process, with votes that are rarely contested. As a consequence, we
believe that the ongoing oversight provided by an independent audit
committee can provide greater protection to shareholders than
shareholder ratification of the choice of auditor.
c. The 1940 Act Requires a Shareholder Vote on Material Governance and
Policy Changes
In addition to Shareholder vote requirements for approving certain
measures, the 1940 Act further protects Shareholders by explicitly
requiring investment companies to obtain Shareholder approval for most
material governance or policy changes. Specifically, the following
types of changes require Shareholder approval:
A new investment management agreement or a material
amendment to an investment management agreement (Section 15);
A change from closed-end to open-end status, or vice versa
(Section 13);
A change from diversified company to non-diversified
company (Section 13);
A change in a policy with respect to borrowing money,
issuing senior securities, underwriting securities that other persons
issue, purchasing or selling real estate or commodities or making loans
to other persons, except in each case in accordance with the recitals
of policy contained in its registration statement in respect thereto
(Section 13);
A deviation from a policy in respect of concentration of
investments in any particular industry or fundamental investment policy
(Section 13); and
A change in the nature of the investment company's
business so as to cease to be an investment company (Section 13).
The 1940 Act Shareholder vote to approve such changes requires the
following:
. . . The vote of a majority of the outstanding voting securities of a
company means the vote, at the annual or a special meeting of the
security holders of such company duly called, (A) of 67 per centum or
more of the voting securities present at such meeting, if the holders
of more than 50 per centum of the outstanding voting securities of such
company are present or represented by proxy; or (B) of more than 50 per
centum of the outstanding voting securities of such company, whichever
is the less.\14\
---------------------------------------------------------------------------
\14\ See Section 2(a)(42) of the 1940 Act.
Given this, the voting standard under (A) above requires the fund
to meet a de facto quorum of at least 50 percent of all outstanding
shares to even hold the vote, and to pass the vote the fund must
receive an affirmative vote of 67 percent of the shares present.
Alternatively, the standard under (B) above requires a majority of all
outstanding voting securities. The Exchange believes the voting
standard for investment companies is thus higher than most standard
operating companies and illustrates the 1940 Act's strong protections
for Shareholders.
d. Exchange-Listed Closed-End Funds Are the Only Registered Investment
Companies That Are Required To Hold Annual Shareholder Meetings
Closed-End Funds are the only form of registered investment company
listed on the Exchange required to hold annual Shareholder meetings
under Exchange Rules. Specifically, the Exchange recently changed its
rules to provide that Derivative Securities \15\ listed on the Exchange
are exempt from the annual Shareholder meeting requirement.\16\ Thus,
while exchange-listed Closed-End Funds are subject to the requirements
discussed above and their Shareholders benefit from the protections and
reports that the 1940 Act mandates, they are the only form of
registered investment company required to hold annual Shareholder
meetings because of Exchange rules.
---------------------------------------------------------------------------
\15\ Rule 14.10(e)(1)(F)(ii) provides that ``Derivative
Securities'' is defined as the following: Commodity Futures Trust
Shares (Rule 14.11(e)(7)), Commodity Index Trust Shares (Rule
14.11(e)(6)), Commodity-Based Trust Shares (Rule 14.11(e)(4)),
Commodity-Linked Securities (Rule 14.11(d)(K)(ii)), Currency Trust
Shares (Rule 14.11(e)(5)), Equity Gold Shares (Rule 14.11(e)(2),
Equity Index-Linked Securities (Rule 14.11(d)(K)(i)), ETF Shares
(Rule 14.11(l)), Fixed Income Index-Linked Securities (Rule
14.11(d)(K)(iii)), Futures-Linked Securities (Rule 14.11(d)(K)(iv)),
Index Fund Shares (Rule 14.11(c)), Index-Linked Exchangeable Notes
(Rule 14.11(e)(1), Managed Fund Shares (Rule 14.11(i)), Managed
Portfolio Shares (Rule 14.11(k)), Managed Trust Securities (Rule
14.11(e)(10)), Multifactor Index-Linked Securities (Rule
14.11(d)(K)(v)), Partnership Units (Rule 14.11(e)(8)), Portfolio
Depository Receipts (Rule 14.11(b)), SEEDS (Rule 14.11(e)(12)),
Tracking Fund Shares (Rule 14.11(m)), Trust Certificates (Rule
14.11(e)(3), and Trust Issued Receipts (Rule 14.11(f)). Derivative
Securities are currently the only products registered under the 1940
Act that are listed on the Exchange. There are currently no Closed-
End Funds listed on the Exchange.
\16\ See Securities Exchange Act Release No. 99524 (February 13,
2024) 89 FR 12919 (February 20, 2024) (SR-CboeBZX-2024-010).
---------------------------------------------------------------------------
Proposal
Rule 14.10(e) provides for the exemptions from the corporate
governance rules afforded to certain types of companies. Specifically,
Rule 14.10(e)(1)(E) sets forth exemptions from the corporate governance
rules specifically applicable to management investment companies. The
Exchange proposes to adopt Rule 14.10(e)(1)(E)(iv) which would provide
that management investment companies that are Closed-End Funds, as
defined in Rule 14.8(a), are exempt from the requirements relating to
Meetings of Shareholders (as
[[Page 57494]]
set forth in Rule 14.10(f)). The Exchange also proposes to amend
Interpretation and Policy .13 (Management Investment Companies) and .15
(Meetings of Shareholders or Partners) to reiterate that that Closed-
End Funds are exempt from the Meetings of Shareholders requirement
under Rule 14.10(f).
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Exchange Act and the rules and regulations thereunder applicable to
the Exchange and, in particular, the requirements of Section 6(b) of
the Exchange Act.\17\ Specifically, the Exchange believes the proposed
rule change is consistent with the Section 6(b)(5) \18\ 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.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78f(b).
\18\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that the proposal protects investors and the
public interest because it exempts Closed-End Funds from the burdensome
annual Shareholder meeting requirement, which the Exchange believes is
unnecessary given the investor protections afforded under the 1940 Act.
Specifically, the Exchange believes that because the 1940 Act preserves
Shareholder ability to elect Directors, requires Independent Directors
to approve significant actions, and requires a Shareholder vote on
material governance and policy changes, the Exchange's requirement to
hold an annual Shareholder meeting is unnecessary. The Exchange further
believes that because no other registered investment companies listed
on the Exchange are required to hold an annual Shareholder meeting,
there is not a compelling reason for Closed-End Funds to be subject to
such a requirement.
The Exchange also believes amending Rule 14.10 to explicitly
provide that Closed-End Funds are exempt from the annual Shareholder
meeting requirement are designed to promote transparency and clarity in
the Exchange's Rules. The Exchange believes that with these changes,
Rule 14.10 would clearly provide that Closed-End Funds are exempt from
the annual Shareholder meeting requirements required under Rule
14.10(f).
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 Exchange Act. The purpose of the
proposal is to eliminate the burdensome and unnecessary annual
Shareholder meeting requirement for Closed-End Funds and would apply
equally to all similarly situated funds listed on the Exchange. Other
listing venues can adopt similar rules if they so desire. As such, the
Exchange does not believe that the proposal imposes any burden on
competition.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
A. by order approve or disapprove such proposed rule change, or
B. institute proceedings to determine whether the proposed rule
change should be 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, as modified by Amendment No. 1, 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-2024-055 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-2024-055. 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-2024-055 and should
be submitted on or before August 5, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
---------------------------------------------------------------------------
\19\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-15404 Filed 7-12-24; 8:45 am]
BILLING CODE 8011-01-P
