Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 86023 

7 17 CFR 200.30–3(a)(12). 

this filing furthers the objectives of 

Section 6(b)(5) of the Act because the 

proposed rule change would be 

consistent with and facilitate a 

governance and regulatory structure that 

is 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. Particularly, the 

Exchange believes that, by permitting 

stockholders of Cboe to bring business 

or Stockholder Nominees before a 

special meeting, the proposed rule 

change strengthens the corporate 

governance of the Exchange’s ultimate 

parent company, which is beneficial to 

both investors and the public interest. 

Additionally, the procedural 

requirements are designed to help 

protect investors by stating clearly and 

explicitly the procedures stockholders 

must follow in order to bring business 

or Stockholder Nominees before a 

special meeting. The informational 

requirements are designed to enhance 

investor protection by helping to ensure 

among other things, that the Corporation 

and its stockholders have full and 

accurate information about nominating 

stockholders and Stockholder Nominees 

and that such stockholders and 

nominees comply with applicable laws, 

regulations and other requirements. 

The changes that the Exchange is 

proposing with regard to so-called 

‘‘advance notice bylaws’’ in light of the 

recent developments in Delaware law 

are designed to help provide additional 

clarity to stockholders wishing to bring 

business before a stockholder meeting or 

propose a Stockholder Nominee. The 

Exchange believes that this filing 

furthers the objectives of Section 6(b)(5) 

by simplifying the requirements and 

clarifying the information that must be 

disclosed by stockholders. This furthers 

the interests of investors and the public 

by removing potential impediments to 

raising business or proposing 

Stockholder Nominees that may 

otherwise restrict a stockholder’s ability 

to participate in the corporate 

governance of the Corporation. 

Finally, the remaining changes to 

existing provisions of the CGM Bylaws 

are clarifying in nature, and they 

enhance investor protection and the 

public interest by preventing confusion 

with respect to the operation of the 

Bylaw provisions. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Because the proposed rule change 

relates to the governance of the 

Corporation and not to the operations of 

the Exchange, the Exchange does not 

believe that the proposed rule change 

will impose any burden on competition 

not necessary or appropriate in 

furtherance of the purposes of the Act. 

The proposed rule change is not 

designed to address any competitive 

issue or have any impact on 

competition; rather, adoption of a 

stockholder special meeting provision, 

updating ‘‘advance notice bylaws,’’ and 

other bylaws updates by the Corporation 

are intended to enhance corporate 

governance and accountability to 

stockholders. 

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 is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

CBOE–2024–041 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–CBOE–2024–041. 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–CBOE–2024–041 and should be 

submitted on or before November 19, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25053 Filed 10–28–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35328A; 812–15596] 

Gemcorp Capital Advisors LLC and 

Gemcorp Commodities Alternative 

Products Fund 

October 23, 2024. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 


khammond on DSKJM1Z7X2PROD with NOTICES
86024 Federal Register / Vol. 89, No. 209 / Tuesday, October 29, 2024 / Notices 

1The Commission issued a notice of application 

on September 19, 2024. Applicants subsequently 

amended the application on October 22, 2024, so 

a new notice is being issued. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 100539 

(July 15, 2024), 89 FR 58848 (July 19, 2024) (File 

No. 10–240) (the ‘‘Approval Order’’). 

4See MIAX Sapphire News Alert, dated August 

13, 2024, available at https://www.miaxglobal.com/ 

alert/2024/08/13/miami-international-holdingsannounces-successful-launch-miaxsapphire?nav=all. 

5The term ‘‘Member’’ means an individual or 

organization that is registered with the Exchange 

pursuant to Chapter II of the Exchange’s Rules for 

purposes of trading on the Exchange as an 

‘‘Electronic Exchange Member’’ or ‘‘Market Maker.’’ 

Members are deemed ‘‘members’’ under the 

Exchange Act. See Exchange Rule 100. 

6The Exchange filed a separate rule filing to 

establish fees for Purge Ports. See SR–SAPPHIRE– 

2024–15. ‘‘Purge Ports’’ provide Market Makers 

with the ability to send quote purge messages to the 

MIAX Sapphire System. Purge Ports are not capable 

of sending or receiving any other type of messages 

or information. See the Definitions section of the 

Fee Schedule. Fees for all other types of ports are 

proposed in this filing. 

sections 18(a)(2), 18(c) and 18(i) of the 

Act, under sections 6(c) and 23(c) of the 

Act for an exemption from rule 23c–3 

under the Act, and for an order pursuant 

to section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end investment 

companies to issue multiple classes of 

shares and to impose asset-based 

distribution and/or service fees and 

early withdrawal charges.1

APPLICANTS: Gemcorp Capital Advisors 

LLC and Gemcorp Commodities 

Alternative Products Fund. 

FILING DATES: The application was filed 

on June 28, 2024, and amended on July 

11, 2024, August 23, 2024, and October 

22, 2024. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on November 13, 2024, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit, or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Sally-Jane Miller, sjmiller@gemcorp.net, 

with a copy to Kaitlin McGrath, Esq., 

Dechert LLP, One International Place, 

40th Floor, 100 Oliver Street, Boston, 

Massachusetts 02110–2605. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

Counsel, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated October 

22, 2024, which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field on the 

SEC’s EDGAR system. The SEC’s 

EDGAR system may be searched at 

https://www.sec.gov/edgar/searchedgar/ 

legacy/companysearch.html. You may 

also call the SEC’s Public Reference 

Room at (202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25046 Filed 10–28–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101418; File No. SR– 

SAPPHIRE–2024–32] 

Self-Regulatory Organizations; MIAX 

Sapphire, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change by MIAX Sapphire, LLC 

To Adopt Connectivity and Certain 

Port Fees for Members and NonMembers 

October 23, 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 October 

10, 2024, MIAX Sapphire, LLC (‘‘MIAX 

Sapphire’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I, II, and III below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

amend the MIAX Sapphire Options 

Exchange Fee Schedule (the ‘‘Fee 

Schedule’’) to adopt certain nontransaction fees. The text of the 

proposed rule change is available on the 

Exchange’s website at https://

www.miaxglobal.com/markets/usoptions/miax-sapphire/rule-filings, at 

the Exchange’s principal office, 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 

On July 15, 2024, the U.S. Securities 

and Exchange Commission 

(‘‘Commission’’) approved the 

Exchange’s Form 1 application to 

register as a national securities exchange 

under Section 6 of the Exchange Act.3

The Exchange commenced electronic 

operations on August 12, 2024.4 The 

Exchange proposes to establish the 

following sections of the Fee Schedule, 

including proposed fee structures and 

amounts (the majority of which the 

Exchange proposes to waive for a 

specified time, as discussed further 

below): (1) connectivity fees for 

Members 5 and non-Members; and (2) 

certain port fees for Members and nonMembers.6 The Exchange initially filed 

this proposal on August 9, 2024 (SR– 

SAPPHIRE–2024–21). The Exchange 

withdrew SR–SAPPHIRE–2024–21 on 

August 14, 2024 and submitted SR– 

SAPPHIRE–2024–22. On October 10, 

2024, the Exchange withdrew SR– 


khammond on DSKJM1Z7X2PROD with NOTICES