[Federal Register Volume 89, Number 103 (Tuesday, May 28, 2024)]
[Notices]
[Pages 46187-46191]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-11577]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100198; File No. SR-CboeEDGX-2024-025]


Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend Rule 11.11 To Describe the Manner in Which the Exchange Processes 
Executions in Securities Priced Below $1.00 Received From Away Trading 
Centers Priced in Fractional Pennies

May 21, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 10, 2024, Cboe EDGX Exchange, Inc. (``Exchange'' or ``EDGX'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the self-regulatory organization. The Commission 
is publishing this notice to

[[Page 46188]]

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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') proposes to 
amend Rule 11.11 to describe the manner in which the Exchange processes 
executions in securities priced below $1.00 received from away Trading 
Centers priced in fractional pennies. 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 (http://markets.cboe.com/us/options/regulation/rule_filings/edgx/), 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 Rule 11.11 to describe the manner in 
which the Exchange processes executions in securities priced below 
$1.00 received from away Trading Centers \3\ priced in fractional 
pennies.\4\ Currently, the Exchange does not accept or rank orders 
priced in fractional pennies in securities priced below $1.00 \5\ for 
orders posted to the EDGX Book,\6\ but may receive executions priced in 
fractional pennies through its routing broker-dealer affiliate, Cboe 
Trading, Inc. (``Cboe Trading'' or the ``Routing Broker''). Today, when 
the Exchange's Routing Broker receives an execution in a security 
priced below $1.00 from certain away Trading Centers priced in 
fractional pennies, the Routing Broker truncates the execution price to 
four decimal places by eliminating any values beyond four decimal 
places prior to transmitting the execution price back to the 
Exchange.\7\ The Exchange now proposes that for each Exchange order in 
a security priced below $1.00 that the Routing Broker routes to an away 
Trading Center, and for which it receives an execution in fractional 
pennies, that such execution will be rounded up or down in favor of the 
Exchange order--i.e., the Routing Broker will round down to the nearest 
$0.0001 for all buy executions, and round up to the nearest $0.0001 for 
all sell executions.
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    \3\ See Rule 2.11. A ``Trading Center'' means a securities 
exchange other than the Exchange, facilities of securities 
exchanges, automated trading systems, electronic communications 
networks, or other brokers or dealers.
    \4\ For purposes of this filing, the term ``fractional pennies'' 
or ``fractional penny'' means an execution out to five decimal 
places or more (i.e., $0.00001 or finer). The Exchange notes that it 
accepts and ranks orders in securities priced below $1.00 out to 
four decimal places ($0.0001). While quotations and executions in 
$0.0001 increments are also known as fractional penny quotations 
(executions), the Exchange is limiting the use of the term 
``fractional penny'' or ``fractional pennies'' within this proposal 
to executions out to five or more decimal places to categorize a 
specific issue with increments finer than $0.0001.
    \5\ See Rule 11.6(i). ``Bids, offers, or orders in securities 
traded on the Exchange shall not be made in an increment smaller 
than: (i) $0.01 if those bids, offers, or orders are priced equal to 
or greater than $1.00 per share; or (ii) $0.0001 if those bids, 
offers, or orders are priced less than $1.00 per share; or (iii) any 
other increment established by the Commission for any security which 
has been granted an exemption from the minimum price increments 
requirement of SEC Rule 612(a) or 612(b) of Regulation NMS.''
    \6\ See Rule 1.5(d). The term ``EDGX Book'' shall mean the 
System's electronic file of orders.
    \7\ For example, if the Routing Broker receives an execution 
from an away Trading Center priced at $0.50037, it truncates the 
price to $0.5003 prior to transmitting the execution price back to 
the Exchange.
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    Pursuant to Rule 2.11, the Exchange relies on its Routing Broker to 
provide outbound routing services from the Exchange to a routing 
destination. Rule 2.11 also provides the authority to the Exchange or 
the Routing Broker to cancel orders on the Exchange's equity securities 
platform when a technical or system issue occurs. In addition, Rule 
2.11 also describes the operation of an error account for Cboe Trading. 
While Rule 2.11 speaks to the authority of the Routing Broker to 
provide outbound routing services, Rule 11.11 describes the manner in 
which orders are routed away from the Exchange to an away Trading 
Center. The Exchange proposes to add subparagraph (j) to Rule 11.11 to 
describe the order handling behavior of fractional penny executions on 
away Trading Centers.
    Specifically, the Exchange proposes that in order to process 
executions which occur in securities priced below $1.00 in fractional 
pennies on away Trading Centers, the Exchange's Routing Broker will 
perform an adjustment to each fractional penny execution. In 
particular, for all buy executions in securities priced below $1.00 
received from an away Trading Center in fractional pennies, the Routing 
Broker will round down to the nearest $0.0001. Additionally, for all 
sell executions in securities priced below $1.00 received from an away 
Trading Center in fractional pennies, the Routing Broker will round up 
to the nearest $0.0001. The only exception to this rounding behavior 
will occur when a buy execution in securities priced below $1.00 in 
fractional pennies received from an away Trading Center would result in 
the Routing Broker rounding down to a price of $0.0000. In this 
instance, and this instance only, the Routing Broker will instead round 
up to the minimum price of $0.0001 in order to comply with Rule 
11.6(i). The Routing Broker will afford the Exchange order (and 
ultimately, the User \8\) the most favorable execution price based on 
the fractional penny execution received by the Routing Broker from the 
away market, save for the limited scenario when the Routing Broker must 
round a buy order up to a price of $0.0001 in order to meet the 
Exchange's minimum price requirement. Once the Routing Broker has 
completed its adjustment, it will transmit the order back to the 
Exchange.
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    \8\ See Rule 1.5(ee). The term ``User'' shall mean any Member or 
Sponsored Participant who is authorized to obtain access to the 
System pursuant to Rule 11.3.
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    The Exchange's proposal is based on a similar proposal from NYSE 
that described how its routing broker would process orders received 
from an away market that were executed in odd-lots or in sub-
pennies.\9\ While the Exchange's proposal is similar to the NYSE 
Routing Broker Filing, there are important distinctions as described 
below. First, the NYSE Routing Broker Filing is a broad proposal that 
introduces NYSE's routing broker and provides a detailed description of 
the routing broker's operation, and the Exchange's proposal is limited 
to describing only the manner in which the Routing Broker processes 
executions received from an away Trading Center that occur in 
fractional pennies, as the Exchange's Routing Broker has been operating 
since 2014.\10\ Next, the Exchange's proposal differs from the NYSE 
Routing Broker Filing in

[[Page 46189]]

that the Exchange seeks to describe order handling behavior by its 
Routing Broker when executions on an away Trading Center occur in 
fractional pennies, whereas the NYSE Routing Broker Filing describes 
order handling behavior for executions received by its routing broker 
occurring in odd-lots or sub-pennies. While there is a distinction 
between the Exchange's proposal being focused on fractional pennies for 
securities priced below $1.00 and NYSE's proposal applying to sub-
pennies in securities priced at or above $1.00, the order handling 
behavior by both NYSE's routing broker and the Exchange's Routing 
Broker is nearly identical as both round up (down) to provide the most 
favorable execution price in a permissible pricing increment based on 
the execution received from the away Trading Center. In the NYSE 
Routing Broker Filing, its routing broker rounds up (for sell orders) 
or down (for buy orders) to the nearest penny, providing the Exchange 
order the most favorable execution price based on the sub-penny 
execution received by the routing broker from the away market center. 
The Exchange's proposal indicates that the Routing Broker will round up 
(down) to the nearest $0.0001, providing the Exchange order the most 
favorable execution price based on the fractional penny execution 
received by the Routing Broker from the away Trading Center. 
Additionally, while the NYSE Routing Broker Filing describes the order 
handling behavior of its routing broker, this description was not 
actually added as rule text to the NYSE rulebook \11\ and the Exchange 
is seeking to codify its Routing Broker's order handling behavior when 
executions are received in fractional pennies.
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    \9\ See Securities Exchange Act Release No. 55590 (April 5, 
2007), 72 FR 18707 (April 13, 2007), SR-NYSE-2007-29 (``NYSE Routing 
Broker Filing'').
    \10\ See Securities Exchange Act Release No. 73940 (December 24, 
2014), 80 FR 63 (January 2, 2015), SR-EDGX-2014-35 (``EDGX Routing 
Broker Amendment'').
    \11\ See Securities Exchange Act Release No. 64729 (June 23, 
2011), 76 FR 38232 (June 29, 2011), SR-NYSE-2011-24 (``NYSE Inbound 
Routing Filing''). Footnote 11 of the NYSE Inbound Routing Filing 
states ``[n]o rule text was added to the NYSE Rules to describe 
these functions[.]'' in reference to a statement that the routing 
broker was previously engaged in certain odd-lot and sub-penny 
transactions as part of its routing function for the exchange.
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    This service provided by the Routing Broker with regard to 
fractional penny executions is not intended to operate as a means to 
generate revenue. While the Routing Broker does not anticipate accruing 
any positions as a result of the adjustments made to executions in 
securities priced below $1.00 received from away Trading Centers in 
fractional pennies, the Routing Broker will liquidate positions assumed 
as a result of the services provided to the Exchange. To that end, it 
is the intent of the Routing Broker to be flat in all positions at the 
end of each trading day.\12\ The Routing Broker incorporates an 
automated system to immediately assist in the liquidation (acquisition) 
for any residual long (short) positions. To mitigate financial risk 
\13\ to the Routing Broker, registered trading personnel of the Routing 
Broker may be required to manually assist, as soon as practicable, in 
the liquidation (acquisition) of such positions, when due to the nature 
of the security (e.g., high-priced securities that trade with a wide 
spread) and its trading pattern or volatile market conditions 
liquidation (acquisition) is not immediately possible.
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    \12\ Absent any unusual market conditions or timing of such 
trades (for example, the execution of the order at 15:59:59 (it is 
intended that the Routing Broker will be flat in all positions at 
the end of each trading day.
    \13\ Any and all losses incurred during the facilitation of 
fractional penny executions will be assumed by the Routing Broker as 
part of the routing service provided.
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    The Exchange has included the following examples to demonstrate the 
proposed order handling behavior.
Example 1
    Firm A enters an order on the Exchange to buy 100 shares of ABC at 
$0.5008. The Exchange's best offer is $0.5007. Trading Center 1 is 
displaying a best offer at $0.5006. Trading Center 1 also has the 
ability to execute trades in fractional pennies. The System \14\ 
transmits Firm A's order with order handling instructions to the 
Routing Broker. The Routing Broker then transmits the order with the 
order handling instructions received from the Exchange to Trading 
Center 1. The Routing Broker receives a fill of 100 shares at $0.50058 
due to price improvement received at Trading Center 1. The Routing 
Broker will sell 100 shares to Firm A at $0.5005 and uses the fill of 
100 shares at $0.50058 to offset the position. The Routing Broker will 
incur [sic] total a [sic] loss of $0.008, or $0.00008 per share.
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    \14\ See Rule 1.5(cc). The term ``System'' shall mean the 
electronic communications and trading facility designated by the 
Board through which securities orders of Users are consolidated for 
ranking, execution and, when applicable, routing away.
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Example 2
    Firm A enters an order on the Exchange to sell 100 shares of ABC at 
$0.5004. The Exchange's best bid is $0.5005. Trading Center 1 is 
displaying a best bid at $0.5006. Trading Center 1 also has the ability 
to execute trades in fractional pennies. The System transmits Firm A's 
order with order handling instructions to the Routing Broker. The 
Routing Broker then transmits the order with the order handling 
instructions received from the Exchange to Trading Center 1. The 
Routing Broker receives a fill of 100 shares at $0.50068 due to price 
improvement received at Trading Center 1. The Routing Broker will buy 
100 shares from Firm A at $0.5007 and uses the fill of 100 shares at 
$0.50068 to offset the position. The Routing Broker will incur a total 
loss of $0.002, or $0.00002 per share.
Example 3
    Firm A enters an order on the Exchange to buy 100 shares of ABC at 
$0.0001. The Exchange's best offer is $0.0003. Trading Center 1 is 
displaying a best offer at $0.0001. Trading Center 1 also has the 
ability to execute trades in fractional pennies. The System transmits 
Firm A's order with order handling instructions to the Routing Broker. 
The Routing Broker then transmits the order with the order handling 
instructions received from the Exchange to Trading Center 1. The 
Routing Broker receives a fill of 100 shares at $0.00008 due to price 
improvement received at Trading Center 1. The Routing Broker will sell 
100 shares to Firm A at $0.0001 and uses the fill of 100 shares at 
$0.00008 to offset the position. The Routing Broker will have a total 
gain of $0.002, or $0.00002 per share.\15\
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    \15\ The Exchange notes that Example 3 is unlikely to happen as 
the minimum price increment is $0.0001 but includes this example to 
demonstrate potential order handling behavior. See 17 CFR 
242.612(b).
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    The Routing Broker will not engage in any business for the Exchange 
other than its outbound and inbound routing functions as detailed in 
Rules 2.11 and 2.12 and in the manner described above. Users are not 
required to utilize the Routing Broker when submitting orders to the 
Exchange. In the event a User does not wish for its order to be routed 
and potentially subject to the order handling behavior described above, 
it must enter an immediate-or-cancel (``IOC'') or any such other order 
type available on the Exchange that is not eligible for routing. All 
bids and offers entered on the Exchange that are routed away via the 
Routing Broker which result in an execution shall be binding on the 
User that entered such bid or offer.
    The Exchange believes that the above proposal detailing the order 
handling behavior for executions in securities priced below $1.00 
received from an away Trading Center in fractional pennies will provide 
Users with the best possible outcome in situations where the Exchange 
is unable to process an

[[Page 46190]]

execution in fractional pennies due to System limitations.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (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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    In particular, the proposal promotes just and equitable principles 
of trade by providing additional transparency into how the Exchange's 
Routing Broker processes executions in securities priced below $1.00 
received in fractional pennies from away Trading Centers. Additionally, 
the Exchange believes that the Routing Broker's favorable price 
adjustment in favor of the User submitting the order promotes just and 
equitable principles of trade as it is designed to provide Users with 
the best possible outcome when their orders are adjusted due to System 
limitations on the Exchange. While the Routing Broker will be incurring 
a loss on each transaction except for in the limited scenario described 
in Example 3 above, the end result serves to protect investors and the 
public interest by providing a price more favorable to Users than the 
execution price received on the away Trading Center. The Exchange 
believes that the limited scenario presented in Example 3 above 
promotes just and equitable principles of trade because rather than 
providing an execution to the Exchange (and therefore the User) at a 
price of $0.0000, the Routing Broker will instead round up to a price 
of $0.0001, which is the minimum execution price supported by the 
Exchange. While this will result in a minimal profit for the Routing 
Broker and an inferior execution price than what is provided by the 
away Trading Center, the Exchange believes that the benefit of the 
Exchange (and User) ultimately receiving a buy execution at $0.0001 
outweighs any minimal profit that the Routing Broker may receive and 
any minimal loss that the User experiences as a result of the rounding 
adjustment. Further, the proposal does not result in unfair 
discrimination as it applies to all executions received by the Routing 
Broker in securities priced below $1.00 that are priced in fractional 
pennies. Should a User not wish for its order to be subject to the 
proposed fractional penny adjustment described above, it is free to 
select a different order type that does not route to an away Trading 
Center.

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 Exchange does not 
believe that the proposed rule change will impose any burden on 
intramarket competition as the proposed order handling behavior by the 
Routing Broker will apply to all orders routed away equally, in that 
any order received by the Routing Broker from an away Trading Center in 
fractional pennies will be adjusted down (up) to the benefit of the 
User before being sent back to the Exchange. The Exchange notes that 
use of the Routing Broker is not mandatory. If a User does not wish to 
have its order subjected to the proposed order handling behavior it is 
free to choose a different order type that is not eligible for routing 
to away Trading Centers. In addition, the proposed rule change will not 
impose any burden on intermarket competition as it is not being 
introduced to address a competitive issue, but rather to better 
describe order handling behavior by the Exchange's Routing Broker.

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

    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)(iii) of the Act \19\ and Rule 
19b-4(f)(6) thereunder.\20\
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    \19\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \20\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \21\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\22\ 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.
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    \21\ 17 CFR 240.19b-4(f)(6).
    \22\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Exchange states that waiver of the operative delay would permit 
the Exchange's Routing Broker to immediately implement the order 
handling behavior described in the proposal, which would benefit Users 
who submit a routable order to the Exchange and receive an execution on 
an away Trading Center in fractional pennies. The Exchange further 
states the proposed rule change does not present any new or novel 
issues, as at least one other exchange indicated that its routing 
broker performed similar rounding behavior for orders received in odd-
lot or sub-penny increments that were filled on away market centers and 
were not compatible with existing exchange system behavior.\23\ For 
these reasons, and because the proposal does not raise any new or novel 
issues, the Commission believes that waiver of the operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the 30-day operative

[[Page 46191]]

delay and designates the proposal operative upon filing.\24\
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    \23\ See supra note 9.
    \24\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule'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 the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \25\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \25\ 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-CboeEDGX-2024-025 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-CboeEDGX-2024-025. 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-CboeEDGX-2024-025 and should 
be submitted on or before June 18, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-11577 Filed 5-24-24; 8:45 am]
BILLING CODE 8011-01-P