24208 Federal Register / Vol. 87, No. 78 / Friday, April 22, 2022 / Notices 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5The term ‘‘Managed Fund Share’’ means a 

security that (i) represents an interest in a registered 

investment company (‘‘Investment Company’’) 

organized as an open-end management investment 

company or similar entity, that invests in a portfolio 

of securities selected by the Investment Company’s 

investment adviser consistent with the Investment 

Company’s investment objectives and policies; (ii) 

is issued in a specified aggregate minimum number 

in return for a deposit of a specified portfolio of 

securities and/or a cash amount with a value equal 

to the next determined net asset value; and (iii) 

when aggregated in the same specified minimum 

number, may be redeemed at a holder’s request, 

which holder will be paid a specified portfolio of 

securities and/or cash with a value equal to the next 

determined net asset value. See Exchange Rule 

14.11(i)(3)(A). 

6The term ‘‘ETF Shares’’ means shares of stock 

issued by an Exchange-Traded Fund. See Exchange 

Rule 14.11(l)(3)(A). The term ‘‘Exchange-Traded 

Fund’’ has the same meaning as the term 

‘‘exchange-traded fund’’ as defined in Rule 6c–11 

under the Investment Company Act of 1940. See 

Exchange Rule 14.11(l)(3)(B). 

7The term ‘‘Tracking Fund Share’’ means a 

security that: (i) Represents an interest in an 

investment company registered under the 

Investment Company Act of 1940 (‘‘Investment 

Company’’) organized as an open-end management 

investment company, that invests in a portfolio of 

securities selected by the Investment Company’s 

investment adviser consistent with the Investment 

Company’s investment objectives and policies; (ii) 

is issued in a specified aggregate minimum number 

in return for a deposit of a specified Tracking 

Basket or Custom Basket, as applicable, and/or a 

cash amount with a value equal to the next 

determined net asset value; (iii) when aggregated in 

the same specified minimum number, may be 

redeemed at a holder’s request, which holder will 

be paid a specified Tracking Basket or Custom 

Basket, as applicable, and/or a cash amount with a 

value equal to the next determined net asset value; 

and (iv) the portfolio holdings for which are 

disclosed within at least 60 days following the end 

of every fiscal quarter. See Exchange Rule 

14.11(m)(3)(A). 

8 17 CFR 242.612. 

9An ‘‘NMS stock’’ is any NMS security other than 

an option. See 17 CFR 242.600(b)(55). An ‘‘NMS 

security’’ is any security or class of securities for 

which transaction reports are collected, processed, 

and made available pursuant to an effective 

transaction reporting plan, or an effective national 

market system plan for reporting transactions in 

listed options. See 17 CFR 242.600(b)(54). 

entitled ‘‘The Postal Inspection Service is at 

serious risk of mission creep when the 

agency expands information collection and 

investigations beyond traditional postal 

crimes.’’ 2 In response to implied question contained 

in comments submitted by The Electronic 

Privacy Information Center, Section III, 

entitled ‘‘The Postal Inspection Service is 

seeking to expand its system of records to 

include data from USPS customers who have 

done nothing to warrant law enforcement 

surveillance.’’ 3 In response to implied question contained 

in comments submitted by The Electronic 

Privacy Information Center, Section IV, 

entitled ‘‘Increased access to customer data 

poses privacy risks for customers of the 

Postal Service.’’ 

Sarah E. Sullivan, 

Attorney, Ethics and Legal Compliance. 

[FR Doc. 2022–08566 Filed 4–21–22; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94741; File No. SR– 

CboeBZX–2022–026] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Eliminate 

the Minimum Price Variance 

Provisions of Exchange Rule 14.11(i) 

(Managed Fund Shares), (l) (ExchangeTraded Fund Shares), and (m) 

(Tracking Fund Shares) 

April 18, 2022. 

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 April 11, 

2022, Cboe BZX Exchange, Inc. 

(‘‘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 Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

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

Rule 19b–4(f)(6) thereunder.4 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 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposal to eliminate 

the Minimum Price Variance provisions 

of Exchange Rule 14.11(i) (Managed 

Fund Shares), (l) (Exchange-Traded 

Fund Shares), and (m) (Tracking Fund 

Shares). 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 (https://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 

The Exchange proposes to eliminate 

the Minimum Price Variance provisions 

of Exchange Rule 14.11(i), (l), and (m), 

which correspond to the Exchange’s 

listing rules for Managed Fund Shares,5

Exchange-Traded Fund Shares (‘‘ETF 

Shares’’),6 and Tracking Fund Shares,7

respectively. 

Currently, Exchange Rules 

14.11(i)(2)(B), (l)(2)(B), and (m)(2)(C) 

provide that the minimum price 

variation for quoting and entry of orders 

in Managed Fund Shares, ETF Shares, 

and Tracking Fund Shares, respectively, 

is $0.01 (collectively, the ‘‘ETP MPV 

Rules’’) regardless of the price of the 

security. The Exchange proposes to 

delete the ETP MPV Rules because they 

may appear to be inconsistent with 

Exchange Rule 11.11 and Rule 612 of 

Regulation National Market System 

(‘‘NMS’’) 8 because the ETP MPV Rules 

do not specifically include the 

minimum price variance for securities 

that are priced less than $1.00. 

Specifically, Rule 612 of Regulation 

NMS specifies minimum pricing 

increments for NMS stocks, which 

include Managed Fund Shares, ETF 

Shares, and Tracking Fund Shares.9 In 

general, Rule 612 of Regulation NMS 

prohibits market participants from 

displaying, ranking, or accepting 

quotations, orders, or indications of 

interest in any NMS stock priced in an 

increment smaller than $0.01 if the 

quotation, order, or indication of 

interest is priced equal to or greater than 

$1.00 per share. If the quotation, order, 

or indication of interest is priced less 

than $1.00 per share, the minimum 

pricing increment is $0.0001. Similarly, 

Exchange Rule 11.11 provides that bids, 

offers, orders or indications of interest 

in securities traded on the Exchange 

shall not be made in an increment 

smaller than (1) $0.01 if those bids, 

offers or indications of interests are 

priced equal to or greater than $1.00 per 

share; or (2) $0.0001 if those bids, offers 

or indications of interests are priced less 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 87, No. 78 / Friday, April 22, 2022 / Notices 24209 

10See Exchange Rule 11.11. 

11See Securities Exchange Act Release Nos. 

78396 (July 22, 2016), 81 FR 49698 (July 28, 2016) 

(SR–BATS–2015–100) (Order Approving a 

Proposed Rule Change, as Modified by Amendment 

No. 6, To Amend BATS Rule 14.11(i) To Adopt 

Generic Listing Standards for Managed Fund 

Shares); 88566 (April 6, 2020), 85 FR 20312 (April 

10, 2016) (SR–CboeBZX–2019–097) (Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment No. 2, To Adopt BZX 

Rule 14.11(l) Governing the Listing and Trading of 

Exchange-Traded Fund Shares); 88887 (May 15, 

2020), 85 FR 30990 (May 21, 2020) (SR–CboeBZX– 

2019–107) (Order Granting Accelerated Approval of 

a Proposed Rule Change, as Modified by 

Amendment No. 5, To Adopt Rule 14.11(m), 

Tracking Fund Shares, and To List and Trade 

Shares of the Fidelity Blue Chip Value ETF, Fidelity 

Blue Chip Growth ETF, and Fidelity New 

Millennium ETF) (collectively, with the 

corresponding notices referred to as the ‘‘Original 

ETP MPV Rule filings’’). None of the Original ETP 

MPV Rule filings contain any discussion that the 

ETP MPV Rule was intended to supersede Exchange 

Rule 11.11 or Rule 612 of Regulation NMS. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(5). 14 15 U.S.C. 78f(b)(1). 

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

16 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 Exchange 

has satisfied this requirement. 

17 17 CFR 240.19b–4(f)(6). 

18 17 CFR 240.19b–4(f)(6)(iii). 

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). 

than $1.00 per share and the security is 

an NMS stock pursuant to Commission 

Rule 600(b)(46) under the Act and is 

trading on the Exchange; or (3) any 

other increment established by the 

Commission for any security which has 

been granted an exemption from the 

minimum price increments 

requirements of Commission Rule 

612(a) or 612(b).10 Because the intent 

was not for ETP MPV Rules to 

supersede Rule 612 of Regulation NMS 

or Exchange Rule 11.11, the Exchange is 

proposing to delete these paragraphs to 

remove any potential confusion as to the 

minimum price variance requirements 

for Managed Fund Shares, ETF Shares, 

and Tracking Fund Shares priced less 

than $1.00.11

Based on the Exchange’s proposal to 

remove the ETP MPV Rules, the 

Exchange also proposes to re-letter 

subparagraphs under Rules 14.11(i)(2), 

(l)(2), and (m)(2) to reflect the removal 

of those paragraphs. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.12 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 13 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. The 

Exchange also believes the proposed 

rule change is consistent with the 

Section 6(b)(1) 14 requirements that the 

Exchange is so organized and has the 

capacity to be able to carry out the 

purposes of the Act and to comply, and 

(subject to any rule or order of the 

Commission pursuant to section 78q(d) 

or 78s(g)(2) of the Act) to enforce 

compliance by its members and persons 

associated with its members, with the 

provisions of the Act, the rules and 

regulations thereunder, and the rules of 

the Exchange. 

The Exchange’s proposal to delete the 

ETP MPV Rules is intended to remove 

any potential confusion as to the 

minimum price variance for Managed 

Fund Shares, ETF Shares, and Tracking 

Fund Shares listed on the Exchange and 

priced less than $1.00. As discussed 

above, the ETP MPV Rules were not 

intended to supersede Rule 612 of 

Regulation NMS or Exchange Rule 

11.11. 

The proposal is intended to remove 

any potential confusion in the 

Exchange’s Rules as it relates to the 

minimum price variance for Managed 

Fund Shares, ETF Shares, and Tracking 

Fund Shares listed on the Exchange and 

priced less than $1.00, which the 

Exchange believes will 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 believes 

that re-lettering current Rules to 

correspond to the proposed changes will 

allow the Exchange to maintain a clear 

and organized rule structure, thus 

preventing investor confusion. For these 

reasons, the Exchange believes the 

proposed rule change is consistent with 

the requirements of Sections 6(b)(5) and 

6(b)(1) of the Act. 

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 

proposed rule change is not designed to 

address any competitive issues but 

rather to remove any potential 

confusion regarding the minimum price 

variance for Managed Fund Shares, ETF 

Shares, and Tracking Fund Shares listed 

on the Exchange and priced less than 

$1.00. 

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 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) of the Act 15 and Rule 19b– 

4(f)(6) thereunder.16

A proposed rule change filed under 

Rule 19b–4(f)(6) 17 normally does not 

become operative for 30 days after the 

date of the filing. However, pursuant to 

Rule 19b–4(f)(6)(iii),18 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. The 

Commission notes that waiver of the 30- 

day operative delay will add clarity to 

BZX’s rules and remove any potential 

inconsistency between the ETP MPV 

Rules and Exchange Rule 11.11 and 

Rule 612 of Regulation NMS. For these 

reasons, 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 waives 

the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.19

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 


lotter on DSK11XQN23PROD with NOTICES1
24210 Federal Register / Vol. 87, No. 78 / Friday, April 22, 2022 / Notices 

20 17 CFR 200.30–3(a)(12). 

1Capital Southwest was incorporated in Texas in 

1961. On March 30, 1988 Capital Southwest elected 

to be regulated as a BDC. Section 2(a)(48) of the Act 

defines a BDC to be any closed-end investment 

company that operates for the purpose of making 

investments in securities described in sections 

55(a)(1) through 55(a)(3) of the Act and makes 

available significant managerial assistance with 

respect to the issuers of such securities. 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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– 

CboeBZX–2022–026 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–2022–026. 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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeBZX–2022–026 and 

should be submitted on or before May 

13, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2022–08569 Filed 4–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34560; 812–15213] 

Capital Southwest Corporation 

April 19, 2022. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 23(a), 23(b) 

and 63 of the Act, and pursuant sections 

57(a)(4) and 57(i) of the Act and rule 

17d–1 under the Act permitting certain 

joint transactions otherwise prohibited 

by section 57(a)(4) of the Act, and 

pursuant section 23(c)(3) of the Act for 

an exemption from section 23(c) of the 

Act. 

SUMMARY OF THE APPLICATION: Capital 

Southwest Corporation (‘‘Company’’ or 

‘‘Applicant’’), requests an order 

(‘‘Order’’) to (a) permit it to issue 

restricted shares of its common stock 

(‘‘Restricted Stock’’) under the terms of 

its 2021 Employee Restricted Stock 

Award Plan (the ‘‘2021 Employee Plan’’) 

and its 2021 Non-Employee Director 

Restricted Stock Award Plan (the ‘‘2021 

Non-Employee Director Plan’’) as part of 

the compensation package for Employee 

Participants (as defined below) and 

Non-Employee Director Participants (as 

defined below), respectively and (b) to 

allow the Company to withhold shares 

of the Company’s common stock or 

purchase shares of the Company’s 

common stock from the Employee 

Participants and Non-Employee Director 

Participants to satisfy tax withholding 

obligations relating to the vesting of 

Restricted Stock pursuant to the 2021 

Employee Plan and the 2021 NonEmployee Director Plan, respectively. 

APPLICANT: Capital Southwest 

Corporation. 

FILING DATES: The application was filed 

on March 29, 2021 and amended on 

January 21, 2022. 

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 by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on May 

15, 2022, 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 at SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicant: 

bdiehl@capitalsouthwest.com; 

msarner@capitalsouthwest.com; 

sarasabour@eversheds-sutherland.com. 

FOR FURTHER INFORMATION CONTACT: 

Asen Parachkevov, Senior Counsel or 

Lisa Reid Ragen, Branch Chief, at (202) 

551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicant’s Representations 

1. The Company, a Texas corporation, 

is an internally managed, nondiversified, closed-end investment 

company that has elected to be 

regulated as a business development 

company (‘‘BDC’’) under the Act.1 The 

Company’s investment objective is to 

produce attractive risk-adjusted returns 

by generating current income from its 

debt investments and capital 

appreciation from its equity and equity 

related investments. 

2. Shares of the Company’s common 

stock are traded on the NASDAQ Global 

Select Market under the symbol 

‘‘CSWC.’’ As of March September 30, 

2021, there were 25,680,551 and 

23,341,039 shares of the Company’s 


lotter on DSK11XQN23PROD with NOTICES1