Notice2024-11575
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.13 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
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
May 28, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 103 (Tuesday, May 28, 2024)</title>
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[Federal Register Volume 89, Number 103 (Tuesday, May 28, 2024)]
[Notices]
[Pages 46218-46221]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-11575]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100203; File No. SR-CboeBZX-2024-037]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 11.13 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 BZX Exchange, Inc. (``Exchange'' or ``BZX'')
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 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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') proposes to
amend Rule 11.13 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 (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), 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 11.13 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 BZX 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 priori [sic] 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 11.11(a)(2). ``Bids, offers, orders of indications
of interests in securities traded on the Exchange shall not be made
in an increment smaller than $0.0001 if those bids, offers or
indications of interests are priced less than $1.00 per share and
the security is an NMS stock pursuant to Commission Rule 600(b)(46)
and is trading on the Exchange.''
\6\ See Rule 1.5(e). The term ``BZX 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 11.13(b) describes the manner
in which orders are routed away from the Exchange to an away Trading
Center. The Exchange proposes to add subparagraph (6) to Rule 11.13(b)
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
11.11(a)(2). The Routing Broker will afford the Exchange
[[Page 46219]]
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(cc). 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 the Exchange's approval in 2008.\10\ Next, the Exchange's
proposal differs from the NYSE Routing Broker Filing in 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. 58375 (August 18,
2008), 73 FR 49498 (August 21, 2008), File No. 10-182 (``BATS
Exchange Approval Order'').
\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 a total loss of $0.008, or $0.00008 per share.
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\14\ See Rule 1.5(aa). 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
[[Page 46220]]
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 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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[[Page 46221]]
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 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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5624233a337b35393b3b333822251625333578313920"><span class="__cf_email__" data-cfemail="a2d0d7cec78fc1cdcfcfc7ccd6d1e2d1c7c18cc5cdd4">[email protected]</span></a>. Please include
file number SR-CboeBZX-2024-037 on the subject line.
Paper Comments
<bullet> 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-2024-037. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-2024-037 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. 2024-11575 Filed 5-24-24; 8:45 am]
BILLING CODE 8011-01-P
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