[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]


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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Amendment No. 1 replaced and superseded the proposed rule change in its 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.
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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 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 (http://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.
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    \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).
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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\
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    \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).
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    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\
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    \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.
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    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\
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    \8\ See Section 16(a) of the 1940 Act.
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    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\
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    \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.
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    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:
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    \12\ See Section 15 of the 1940 Act.
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     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\
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    \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'').
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    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\
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    \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.
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    \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).
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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

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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.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(5).
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    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\
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    \19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-15404 Filed 7-12-24; 8:45 am]
BILLING CODE 8011-01-P