Federal Register / Vol. 89, No. 231 / Monday, December 2, 2024 / Notices 95253 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101387 

(October 18, 2024), 89 FR 84948 (October 24, 2024) 

(SR–Cboe–2024–035) (Notice of Filing of 

Amendment Nos. 2 and 3 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment Nos. 2 and 3, To Permit 

the Listing and Trading of Options on Bitcoin 

Exchange-Traded Funds) (‘‘Cboe Approval Order’’). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35399; 812–15651] 

Callodine Specialty Income Fund and 

Callodine Capital Management, LP 

November 26, 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 

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. 

APPLICANTS: Callodine Specialty Income 

Fund and Callodine Capital 

Management, LP. 

FILING DATES: The application was filed 

on October 25, 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 December 20, 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: 

Joshua B. Deringer, Esq., Faegre Drinker 

Biddle & Reath LLP, joshua.deringer@

faegredrinker.com, with a copy to 

Callodine Capital Management, LP., 

Attention: James Morrow, Two 

International Place, Suite 1830, Boston, 

Massachusetts 02110. 

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 

25, 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. 2024–28193 Filed 11–29–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101734; File No. SR–Phlx– 

2024–64] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Options 9, 

Section 13, Position Limits, and 

Options 8, Section 34, FLEX Trading, 

Regarding Options on the Fidelity Wise 

Origin Bitcoin Fund, the ARK21Shares 

Bitcoin ETF, the Grayscale Bitcoin 

Trust (BTC), the Grayscale Bitcoin Mini 

Trust BTC, and the Bitwise Bitcoin ETF 

November 25, 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 November 

21, 2024, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) 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 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 proposes to amend 

Options 9, Section 13, Position Limits, 

and Options 8, Section 34, FLEX 

Trading. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/phlx/rules, at the principal 

office of the Exchange, 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: (1) amend 

Options 9, Section 13, Position Limits, 

to limit the position limits for options 

on the Fidelity Wise Origin Bitcoin 

Fund, the ARK21Shares Bitcoin ETF, 

the Grayscale Bitcoin Trust (BTC), the 

Grayscale Bitcoin Mini Trust BTC, and 

the Bitwise Bitcoin ETF (collectively 

‘‘Bitcoin Trusts’’); and (2) except FLEX 

options on the Bitcoin Trusts from 

trading as a FLEX option contract. 

Options 9, Section 13 

Recently, Cboe Exchange, Inc. 

(‘‘Cboe’’) received approvals to list 

options on the Fidelity Wise Origin 

Bitcoin Fund, and the ARK21Shares 

Bitcoin ETF.3 Also, recently, NYSE 

American LLC (‘‘NYSE American’’) 

received approvals to list options on the 

Fidelity Wise Origin Bitcoin Fund, the 

ARK21Shares Bitcoin ETF, the 

Grayscale Bitcoin Trust (BTC), the 

Grayscale Bitcoin Mini Trust BTC, and 


ddrumheller on DSK120RN23PROD with NOTICES1
95254 Federal Register / Vol. 89, No. 231 / Monday, December 2, 2024 / Notices 

4See Securities Exchange Act Release No. 101386 

(October 18, 2024), 89 FR 84960 (October 24, 2024) 

(SR–NYSEAMER–2024–49) (Notice of Filing of 

Amendment No. 3 and Order Granting Accelerated 

Approval of a Proposed Rule Change, as Modified 

by Amendment No. 3, To Permit the Listing and 

Trading of Options on Bitcoin Exchange-Traded 

Funds) (‘‘NYSE American Approval Order’’). 5See SR–ISE–2024–54. 

6Phlx Options 8, Section 34 rule text was 

previously amended by two rule changes which are 

effective, but not yet operative. These two prior rule 

changes will be implemented at the same time as 

the rule changes proposed herein. See Securities 

Exchange Act Release Nos. 97658 (June 7, 2023), 88 

FR 38562 (June 13, 2023) (SR–Phlx–2023–22); and 

100321 (June 12, 2024), 89 FR 51580 (June 18, 2024) 

(SR–Phlx–2024–24). Phlx further delayed the 

implementation so that it could implement SR– 

Phlx–2023–22 while also completing an OCC 

industry rule change prior. 

7 15 U.S.C. 78f(b) 

8 15 U.S.C. 78f(b)(5). 

9The Exchange believes that other exchanges will 

adopt position and exercise limits of 25,000 

contracts for each of the Bitcoin Trusts. All Nasdaq 

affiliated markets are filing to adopt a 25,000 

contract position and exercise limit for options on 

the Bitcoin Trusts. 

10All Nasdaq affiliated markets are filing to adopt 

a 25,000 contract position and exercise limit for 

options on the Bitcoin Trusts. 

11 15 U.S.C. 78s(b)(3)(A)(iii). 

12 17 CFR 240.19b–4(f)(6). 

13 15 U.S.C. 78s(b)(3)(A)(iii). 

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) 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 Commission 

waives this requirement. 

15 17 CFR 240.19b–4(f)(6). 

16 17 CFR 240.19b–4(f)(6)(iii). 

the Bitwise Bitcoin ETF.4 Nasdaq ISE, 

LLC (‘‘ISE’’) filed a rule change to also 

list and trade options on the Bitcoin 

Trusts.5 Phlx’s Options 4 Rules were 

amended by the ISE rule change as 

those Rules are incorporated by 

reference to ISE’s Options 4 Rules, so 

Phlx has the ability to list the options 

on the Bitcoin Trusts. The Cboe 

Approval Order and the NYSE 

American Approval Order stated that 

the position and exercise limits for each 

of the Bitcoin Trusts shall be 25,000 

contracts. At this time, the Exchange 

proposes to amend Phlx Option 9, 

Section 13 to similarly note that options 

on the Fidelity Wise Origin Bitcoin 

Fund, the ARK21Shares Bitcoin ETF, 

the Grayscale Bitcoin Trust (BTC), the 

Grayscale Bitcoin Mini Trust BTC, and 

the Bitwise Bitcoin ETF shall have 

position limits of 25,000 contracts to 

mirror the Cboe Approval Order and the 

NYSE American Approval Order, 

respectively. Phlx Options 9, Section 

15(a) provides that the exercise limits 

shall be determined in the manner 

described in Options 9, Section 13, 

therefore the exercise limits would also 

be 25,000 contracts for each of the 

Bitcoin Trusts. 

Options 8, Section 34 

Today, all options series listed on 

Phlx may trade as a FLEX Order on 

Phlx’s trading floor.6 At this time, the 

Exchange proposes to note within 

Options 8, Section 34(a) that it will not 

authorize for trading a FLEX option on 

each of the Bitcoin Trusts. The 

Exchange proposes this amendment in 

light of the position and exercise limits 

of 25,000 contracts that were set for the 

Fidelity Wise Origin Bitcoin Fund, the 

ARK21Shares Bitcoin ETF, the 

Grayscale Bitcoin Trust (BTC), the 

Grayscale Bitcoin Mini Trust BTC, and 

the Bitwise Bitcoin ETF in the Cboe 

Approval Order and the NYSE 

American Approval Order, respectively. 

If the Exchange were to permit trading 

in a FLEX option for any of the Bitcoin 

Trusts, it would establish different 

position and exercise limits than those 

set forth in the Cboe Approval Order 

and the NYSE American Approval 

Order, respectively. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,7 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,8

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest. 

The Exchange’s proposal to amend 

Options 9, Section 13, Position Limits, 

to provide that the position and exercise 

limits for each of the Bitcoin Trusts 

shall be 25,000 contracts is consistent 

with the Act as it will conform Phlx’s 

options position and exercise limits 

with ISE’s options position and exercise 

limits for the Bitcoin Trusts in order 

that there would be the same position 

and exercise limits on Phlx and ISE.9

Phlx Options 9, Section 15(a) provides 

that the exercise limits shall be 

determined in the manner described in 

Options 9, Section 13, therefore the 

exercise limits would also be 25,000 

contracts and also consistent with ISE’s 

options position and exercise limits for 

the Bitcoin Trusts. 

The Exchange’s proposal to amend 

Options 8, Section 34 to note that it will 

not authorize for trading a FLEX option 

on each of the Bitcoin Trusts is 

consistent with the spirit of the Cboe 

Approval Order and the NYSE 

American Approval Order, respectively, 

that limited the position and exercise 

limits for the Bitcoin Trusts to 25,000 

contracts. The proposal will protect 

investors and the general public because 

without this prohibition, trading a FLEX 

option on the Bitcoin Trusts would 

otherwise establish different position 

and exercise limits than those set by 

Cboe Approval Order and the NYSE 

American Approval Order, respectively. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The proposed rule change does not 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

Amending Options 9, Section 13 to 

provide that the position and exercise 

limits for options on each of the Bitcoin 

Trusts shall be 25,000 contracts does not 

impose an undue burden on 

competition as the position and exercise 

limits will apply to all trading for 

options on the Bitcoin Trusts trading on 

the Exchange as well as those trading on 

other exchanges that file a similar 

proposal.10

The Exchange’s proposal to note that 

it will not authorize for trading a FLEX 

option on any of the Bitcoin Trusts does 

not impose an undue burden on 

competition as no Phlx member will be 

able to transact a FLEX option on any 

of Bitcoin Trusts 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and Rule 

19b–4(f)(6) thereunder.12 Because the 

foregoing 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 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 13 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.14

A proposed rule change filed under 

Rule 19b–4(f)(6) 15 under the Act does 

not normally become operative prior to 

30 days after the date of the filing. 

However, pursuant to Rule 19b– 

4(f)(6)(iii),16 the Commission may 

designate a shorter time if such action 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 231 / Monday, December 2, 2024 / Notices 95255 

17See Securities Exchange Act Release No. 

101387 (October 18, 2024), 89 FR 84948 (October 

24, 2024) (SR–Cboe–2024–035) (Notice of Filing of 

Amendment Nos. 2 and 3 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment Nos. 2 and 3, To Permit 

the Listing and Trading of Options on Bitcoin 

Exchange-Traded Funds). See also Securities 

Exchange Act Release No. 101386 (October 18, 

2024), 89 FR 84960 (October 24, 2024) (SR– 

NYSEAMER–2024–49) (Notice of Filing of 

Amendment No. 3 and Order Granting Accelerated 

Approval of a Proposed Rule Change, as Modified 

by Amendment No. 3, To Permit the Listing and 

Trading of Options on Bitcoin Exchange-Traded 

Funds). 

18See SR–ISE–2024–54. 

19For 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). 20 17 CFR 200.30–3(a)(12), (59). 

is consistent with the protection of 

investors and the public interest. The 

Exchange has requested that the 

Commission waive the 30-day operative 

delay so that the proposal may become 

operative immediately upon filing. The 

Commission previously approved the 

listing of options on the Fidelity Wise 

Origin Bitcoin Fund, the ARK21Shares 

Bitcoin ETF, the Grayscale Bitcoin Trust 

(BTC), the Grayscale Bitcoin Mini Trust 

BTC, and the Bitwise Bitcoin ETF.17 As 

noted above, Phlx’s Options 4 Rules 

were amended by an ISE rule change 18

as those Rules are incorporated by 

reference to ISE’s Options 4 Rules, so 

Phlx has the ability to list the options 

on the Bitcoin Trusts. This proposal 

establishes position and exercise limits 

for options on the Bitcoin Trusts. The 

Commission believes that waiver of the 

operative delay could benefit investors 

by assuring that trading in Bitcoin Trust 

options are subject to the same position 

and exercise limits in place on other 

exchanges. Therefore, the Commission 

believes that waiver of the 30-day 

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 proposed rule 

change as operative upon filing.19

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 

to determine whether the proposed rule 

should be approved or 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– 

Phlx–2024–64 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–Phlx–2024–64. 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–Phlx–2024–64 and should be 

submitted on or before December 23, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–28104 Filed 11–29–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–029, OMB Control No. 

3235–0037] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

17f–1(c) and Form X–17F–1A 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 17f–1(c) (17 CFR 240.17f–1(c) and 

Form X–17F–1A (17 CFR 249.100) 

under the Securities Exchange Act of 

1934 (15 U.S.C. 78a et seq.). 

Rule 17f–1(c) requires approximately 

9,500 entities in the securities industry 

to report lost, stolen, missing, or 

counterfeit securities certificates to the 

Commission or its designee, to a 

registered transfer agent for the issue, 

and, when criminal activity is 

suspected, to the Federal Bureau of 

Investigation. Such entities are required 

to use Form X–17F–1A to make such 

reports. Filing these reports fulfills a 

statutory requirement that reporting 

institutions report and inquire about 

missing, lost, counterfeit, or stolen 

securities. Since these reports are 

compiled in a central database, the rule 

facilitates reporting institutions to 

access the database that stores 

information for the Lost and Stolen 

Securities Program (‘‘Program’’). 


ddrumheller on DSK120RN23PROD with NOTICES1