73916 Federal Register / Vol. 88, No. 207 / Friday, October 27, 2023 / Notices 

25 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed fee 

changes on July 3, 2023 (SR–CboeBZX–2023–047). 

On September 1, 2023, the Exchange withdrew that 

filing and submitted SR–CboeBZX–2023–068. On 

September 29, 2023, the Securities and Exchange 

Commission issued a Suspension of and Order 

Instituting Proceedings to Determine whether to 

Approve or Disapprove a Proposed Rule Change to 

Amend its Fees Schedule Related to Physical Port 

Fees (the ‘‘OIP’’). On September 29, 2023, the 

Exchange filed the proposed fee change (SR– 

CboeBZX–2023–79). On October 13, 2023, the 

Exchange withdrew that filing and submitted this 

filing. No comment letters were received in 

connection with any of the foregoing rule filings. 

4See e.g., The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’), General 8, Connectivity to the 

Exchange. Nasdaq and its affiliated exchanges 

charge a monthly fee of $15,000 for each 10Gb Ultra 

fiber connection to the respective exchange, which 

is analogous to the Exchange’s 10Gb physical port. 

See also New York Stock Exchange LLC, NYSE 

American LLC, NYSE Arca, Inc., NYSE Chicago 

Inc., NYSE National, Inc. Connectivity Fee 

Schedule, which provides that 10 Gb LX LCN 

Circuits (which are analogous to the Exchange’s 10 

Gb physical port) are assessed $22,000 per month, 

per port. 

5The Affiliate Exchanges are also submitting 

contemporaneous identical rule filings. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

8 Id. 

9 15 U.S.C. 78f(b)(4). 

10See Securities and Exchange Release No. 83429 

(June 14, 2018), 83 FR 28685 (June 20, 2018) (SR– 

CboeBZX–2018–038). 

submissions should refer to file number 

SR–CboeEDGX–2023–064 and should be 

submitted on or before November 17, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–23708 Filed 10–26–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98785; File No. SR– 

CboeBZX–2023–083] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fees Schedule Related to Physical 

Port Fees 

October 23, 2023. 

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 

13, 2023, Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX Options’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

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 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX Options’’) 

proposes to amend its Fees Schedule. 

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 

The Exchange proposes to amend its 

fee schedule for its equity options 

platform (‘‘BZX Options’’) relating to 

physical connectivity fees.3

By way of background, a physical port 

is utilized by a Member or non-Member 

to connect to the Exchange at the data 

centers where the Exchange’s servers are 

located. The Exchange currently 

assesses the following physical 

connectivity fees for Members and nonMembers on a monthly basis: $2,500 per 

physical port for a 1 gigabit (‘‘Gb’’) 

circuit and $7,500 per physical port for 

a 10 Gb circuit. The Exchange proposes 

to increase the monthly fee for 10 Gb 

physical ports from $7,500 to $8,500 per 

port. The Exchange notes the proposed 

fee change better enables it to continue 

to maintain and improve its market 

technology and services and also notes 

that the proposed fee amount, even as 

amended, continues to be in line with, 

or even lower than, amounts assessed by 

other exchanges for similar 

connections.4 The physical ports may 

also be used to access the Systems for 

the following affiliate exchanges and 

only one monthly fee currently (and 

will continue) to apply per port: the 

Exchange’s equities platform (BZX 

Equities), Cboe EDGX Exchange, Inc. 

(options and equities platforms), Cboe 

BYX Exchange, Inc., Cboe EDGA 

Exchange, Inc., and Cboe C2 Exchange, 

Inc. (‘‘Affiliate Exchanges’’).5

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.6 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 7 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) 8 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange also believes the 

proposed rule change is consistent with 

Section 6(b)(4) 9 of the Act, which 

requires that Exchange rules provide for 

the equitable allocation of reasonable 

dues, fees, and other charges among its 

Members and other persons using its 

facilities. 

The Exchange believes the proposed 

fee change is reasonable as it reflects a 

moderate increase in physical 

connectivity fees for 10 Gb physical 

ports. Further, the current 10 Gb 

physical port fee has remained 

unchanged since June 2018.10 Since its 

last increase 5 years ago however, there 

has been notable inflation. Particularly, 

the dollar has had an average inflation 

rate of 3.9% per year between 2018 and 

today, producing a cumulative price 

increase of approximately 21.1% 

inflation since the fee for the 10 Gb 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 207 / Friday, October 27, 2023 / Notices 73917 

11See https://www.officialdata.org/us/inflation/ 

2010?amount=1. 

12See e.g., The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’), General 8, Connectivity to the 

Exchange. Nasdaq and its affiliated exchanges 

charge a monthly fee of $15,000 for each 10Gb Ultra 

fiber connection to the respective exchange, which 

is analogous to the Exchange’s 10Gb physical port. 

See also New York Stock Exchange LLC, NYSE 

American LLC, NYSE Arca, Inc., NYSE Chicago 

Inc., NYSE National, Inc. Connectivity Fee 

Schedule, which provides that 10 Gb LX LCN 

Circuits (which are analogous to the Exchange’s 10 

Gb physical port) are assessed $22,000 per month, 

per port. 

13 Id. 

14See Cboe Global Markets U.S. Options Market 

Volume Summary (October 13, 2023), available at 

https://markets.cboe.com/us/options/market_

statistics/. 

15See https://www.nyse.com/markets/americanoptions/membership#directory. 

16See https://www.nyse.com/markets/arcaoptions/membership#directory. 

17See https://www.miaxglobal.com/sites/default/ 

files/page-files/MIAX_Options_Exchange_

Members_April_2023_04282023.pdf. 

18See https://www.miaxglobal.com/sites/default/ 

files/page-files/MIAX_Pearl_Exchange_Members_

01172023_0.pdf. 

19Third-party resellers of connectivity play an 

important role in the capital markets infrastructure 

ecosystem. For example, third-party resellers can 

help unify access for customers who want exposure 

to multiple financial markets that are 

geographically dispersed by establishing 

connectivity to all of the different exchanges, so the 

customers themselves do not have to. Many of the 

third-party connectivity resellers also act as 

distribution agents for all of the market data 

generated by the exchanges as they can use their 

established connectivity to subscribe to, and 

redistribute, data over their networks. This may 

remove barriers that infrastructure requirements 

may otherwise pose for customers looking to access 

multiple markets and real-time data feeds. This 

facilitation of overall access to the marketplace is 

ultimately beneficial for the entire capital markets 

ecosystem, including the Exchange, on which such 

firms transact business. 

physical port was last modified.11

Moreover, the Exchange historically 

does not increase fees every year, 

notwithstanding inflation. Accordingly, 

the Exchange believes the proposed fee 

is reasonable as it represents only an 

approximate 13% increase from the 

rates adopted five years ago, 

notwithstanding the cumulative rate of 

21.1%. 

The Exchange also believes the 

proposed fee is reasonable as it is still 

in line with, or even lower than, 

amounts assessed by other exchanges 

for similar connections.12 Indeed, the 

Exchange believes assessing fees that are 

a lower rate than fees assessed by other 

exchanges for analogous connectivity 

(which were similarly adopted via the 

rule filing process and filed with the 

Commission) is reasonable. As noted 

above, the proposed fee is also the same 

as is concurrently being proposed for its 

Affiliate Exchanges. Further, Members 

are able to utilize a single port to 

connect to any of the Affiliate 

Exchanges with no additional fee 

assessed for that same physical port. 

Particularly, the Exchange believes the 

proposed monthly per port fee is 

reasonable, equitable and not unfairly 

discriminatory as it is assessed only 

once, even if it connects with another 

affiliate exchange since only one port is 

being used and the Exchange does not 

wish to charge multiple fees for the 

same port. Indeed, the Exchange notes 

that several ports are in fact purchased 

and utilized across one or more of the 

Exchange’s affiliated Exchanges (and 

charged only once). 

The Exchange also believes that the 

proposed fee change is not unfairly 

discriminatory because it would be 

assessed uniformly across all market 

participants that purchase the physical 

ports. The Exchange believes increasing 

the fee for 10 Gb physical ports and 

charging a higher fee as compared to the 

1 Gb physical port is equitable as the 1 

Gb physical port is 1/10th the size of the 

10 Gb physical port and therefore does 

not offer access to many of the products 

and services offered by the Exchange 

(e.g., ability to receive certain market 

data products). Thus, the value of the 1 

Gb alternative is lower than the value of 

the 10 Gb alternative, when measured 

based on the type of Exchange access it 

offers. Moreover, market participants 

that purchase 10 Gb physical ports 

utilize the most bandwidth and 

therefore consume the most resources 

from the network. As such, the 

Exchange believes the proposed fee 

change for 10 Gb physical ports is 

reasonably and appropriately allocated. 

The Exchange also notes Members 

and non-Members will continue to 

choose the method of connectivity 

based on their specific needs and no 

broker-dealer is required to become a 

Member of, let alone connect directly to, 

the Exchange. There is also no 

regulatory requirement that any market 

participant connect to any one 

particular exchange. Moreover, direct 

connectivity is not a requirement to 

participate on the Exchange. The 

Exchange also believes substitutable 

products and services are available to 

market participants, including, among 

other things, other options exchanges 

that a market participant may connect to 

in lieu of the Exchange, indirect 

connectivity to the Exchange via a thirdparty reseller of connectivity, and/or 

trading of any options product, such as 

within the Over-the-Counter (OTC) 

markets which do not require 

connectivity to the Exchange. Indeed, 

there are currently 17 registered options 

exchanges that trade options (13 of 

which are not affiliated with Cboe), 

some of which have similar or lower 

connectivity fees.13 Based on publicly 

available information, no single options 

exchange has more than approximately 

20% of the market share.14 Further, low 

barriers to entry mean that new 

exchanges may rapidly enter the market 

and offer additional substitute platforms 

to further compete with the Exchange 

and the products it offers. For example, 

there are 3 exchanges that have been 

added in the U.S. options markets in the 

last 5 years (i.e., Nasdaq MRX, LLC, 

MIAX Pearl, LLC, MIAX Emerald LLC, 

and most recently, MEMX LLC). 

As noted above, there is no regulatory 

requirement that any market participant 

connect to any one options exchange, 

nor that any market participant connect 

at a particular connection speed or act 

in a particular capacity on the 

Exchange, or trade any particular 

product offered on an exchange. 

Moreover, membership is not a 

requirement to participate on the 

Exchange. Indeed, the Exchange is 

unaware of any one options exchange 

whose membership includes every 

registered broker-dealer. By way of 

example, while the Exchange has 61 

members that trade options, Cboe EDGX 

has 51 members that trade options, and 

Cboe C2 has 52 Trading Permit Holders 

(‘‘TPHs’’) (i.e., members). There is also 

no firm that is a Member of BZX 

Options only. Further, based on 

publicly available information regarding 

a sample of the Exchange’s competitors, 

NYSE American Options has 71 

members,15 and NYSE Arca Options has 

69 members,16 MIAX Options has 46 

members 17 and MIAX Pearl Options has 

40 members.18

A market participant may submit 

orders to the Exchange via a Member 

broker or a third-party reseller of 

connectivity. The Exchange notes that 

third-party non-Members also resell 

exchange connectivity. This indirect 

connectivity is another viable 

alternative for market participants to 

trade on the Exchange without 

connecting directly to the Exchange 

(and thus not pay the Exchange 

connectivity fees), which alternative is 

already being used by non-Members and 

further constrains the price that the 

Exchange is able to charge for 

connectivity to its Exchange.19 The 

Exchange notes that it could, but 

chooses not to, preclude market 

participants from reselling its 

connectivity. Unlike other exchanges, 

the Exchange also chooses not to adopt 

fees that would be assessed to thirdparty resellers on a per customer basis 

(i.e., fee based on number of Members 


ddrumheller on DSK120RN23PROD with NOTICES1
73918 Federal Register / Vol. 88, No. 207 / Friday, October 27, 2023 / Notices 

20See, e.g., Nasdaq Price List—U.S. Direct 

Connection and Extranet Fees, available at, US 

Direct-Extranet Connection (nasdaqtrader.com); 

and Securities Exchange Act Release Nos. 74077 

(January 16, 2022), 80 FR 3683 (January 23, 2022) 

(SR–NASDAQ–2015–002); and 82037 (November 8, 

2022), 82 FR 52953 (November 15, 2022) (SR– 

NASDAQ–2017–114). 

21For example, a third-party reseller may 

purchase one 10 Gb physical port from the 

Exchange and resell that connectivity to three 

different market participants who may only need 3 

Gb each and leverage the same single port. 

22See e.g., The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’), General 8, Connectivity to the 

Exchange. Nasdaq and its affiliated exchanges 

charge a monthly fee of $15,000 for each 10Gbps 

Ultra fiber connection to the respective exchange, 

which is analogous to the Exchange’s 10Gbps 

physical port. See also New York Stock Exchange 

LLC, NYSE American LLC, NYSE Arca, Inc., NYSE 

Chicago Inc., NYSE National, Inc. Connectivity Fee 

Schedule, which provides that 10 Gbps LX LCN 

Circuits (which are analogous to the Exchange’s 10 

Gbps physical port) are assessed $22,000 per 

month, per port. 

23 15 U.S.C. 78s(b)(3)(A). 

24 17 CFR 240.19b–4(f). 

that connect to the Exchange indirectly 

via the third-party).20 Particularly, these 

third-party resellers may purchase the 

Exchange’s physical ports and resell 

access to such ports either alone or as 

part of a package of services. The 

Exchange notes that multiple Members 

are able to share a single physical port 

(and corresponding bandwidth) with 

other non-affiliated Members if 

purchased through a third-party reseller.21 This allows resellers to 

mutualize the costs of the ports for 

market participants and provide such 

ports at a price that may be lower than 

the Exchange charges due to this 

mutualized connectivity. These thirdparty sellers may also provide an 

additional value to market participants 

as they may also manage and monitor 

these connections, and clients of these 

third-parties may also be able to connect 

from the same colocation facility either 

from their own racks or using the thirdparty’s managed racks and 

infrastructure which may provide 

further cost-savings. As such, even firms 

that wish to utilize a single, dedicated 

10 Gb port (i.e., use one single 10 Gb 

port themselves instead of sharing a port 

with other firms), may still realize cost 

savings via a third-party reseller because 

such reseller may be providing 

additional services and infrastructure 

support alongside the physical port 

offering (e.g., providing space, hosting, 

power, and other long-haul connectivity 

options). Further, as noted above, the 

Exchange does not receive any 

connectivity revenue when connectivity 

is resold by a third-party, which often 

is resold to multiple customers, some of 

whom are agency broker-dealers that 

have numerous customers of their own. 

Therefore, given the availability of 

third-party providers that also offer 

connectivity solutions, the Exchange 

believes participation on the Exchange 

remains affordable (notwithstanding the 

proposed fee change) for all market 

participants, including trading firms 

that may be able to take advantage of 

lower costs that result from mutualized 

connectivity and/or from other services 

provided alongside the physical port 

offerings. Because third-party resellers 

also act as a viable alternative to direct 

connectivity to the Exchange, the price 

that the Exchange is able to charge for 

direct connectivity to its Exchange is 

constrained. Further, the Exchange 

believes its offerings are more affordable 

as compared to similar offerings at 

competitor exchanges.22 Accordingly, 

the vigorous competition among 

national securities exchanges provides 

many alternatives for firms to 

voluntarily decide whether direct 

connectivity to the Exchange is 

appropriate and worthwhile, and as 

noted above, no broker-dealer is 

required to become a Member of the 

Exchange, let alone connect directly to 

it. In the event that a market participant 

views the Exchange’s proposed fee 

change as more or less attractive than 

the competition, that market participant 

can choose to connect to the Exchange 

indirectly or may choose not to connect 

to that exchange and connect instead to 

one or more of the other 13 non-Cboe 

affiliated options markets. Indeed, 

market participants are free to choose 

which exchange or reseller to use to 

satisfy their business needs. Moreover, 

if the Exchange charges excessive fees, 

it may stand to lose not only 

connectivity revenues but also revenues 

associated with the execution of orders 

routed to it, and, to the extent 

applicable, market data revenues. The 

Exchange believes that this competitive 

dynamic imposes powerful restraints on 

the ability of any exchange to charge 

unreasonable fees for connectivity. 

Notwithstanding the foregoing, the 

Exchange still believes that the 

proposed fee increase is reasonable, 

equitably allocated and not unfairly 

discriminatory, even for market 

participants that determine to connect 

directly to the Exchange for business 

purposes, as those business reasons 

should presumably result in revenue 

capable of covering the proposed fee. 

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 fee change will not impact 

intramarket competition because it will 

apply to all similarly situated Members 

equally (i.e., all market participants that 

choose to purchase the 10 Gb physical 

port). Additionally, the Exchange does 

not believe its proposed pricing will 

impose a barrier to entry to smaller 

participants and notes that its proposed 

connectivity pricing is associated with 

relative usage of the various market 

participants. For example, market 

participants with modest capacity needs 

can continue to buy the less expensive 

1 Gb physical port (which cost is not 

changing) or may choose to obtain 

access via a third-party re-seller. While 

pricing may be increased for the larger 

capacity physical ports, such options 

provide far more capacity and are 

purchased by those that consume more 

resources from the network. 

Accordingly, the proposed connectivity 

fees do not favor certain categories of 

market participants in a manner that 

would impose a burden on competition; 

rather, the allocation reflects the 

network resources consumed by the 

various size of market participants— 

lowest bandwidth consuming members 

pay the least, and highest bandwidth 

consuming members pays the most. 

The Exchange’s proposed fee is also 

still lower than some fees for similar 

connectivity on other exchanges and 

therefore may stimulate intermarket 

competition by attracting additional 

firms to connect to the Exchange or at 

least should not deter interested 

participants from connecting directly to 

the Exchange. Further, if the changes 

proposed herein are unattractive to 

market participants, the Exchange can, 

and likely will, see a decline in 

connectivity via 10 Gb physical ports as 

a result. The Exchange operates in a 

highly competitive market in which 

market participants can determine 

whether or not to connect directly to the 

Exchange based on the value received 

compared to the cost of doing so. 

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 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 23 and paragraph (f) of Rule 

19b–4 24 thereunder. At any time within 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 207 / Friday, October 27, 2023 / Notices 73919 

25 17 CFR 200.30–3(a)(12). 

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 will institute proceedings 

to determine whether the proposed rule 

change 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– 

CboeBZX–2023–083 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–2023–083. 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–2023–083 and should be 

submitted on or before November 17, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–23707 Filed 10–26–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35036; File No. 812–15398] 

26North BDC, Inc., et al. 

AGENCY: Securities and Exchange 

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

ACTION: Notice. 

Notice of application for an order 

under sections 17(d) and 57(i) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) and rule 17d–1 under the Act to 

permit certain joint transactions 

otherwise prohibited by sections 17(d) 

and 57(a)(4) of the Act and rule 17d–1 

under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

business development companies 

(‘‘BDCs’’) and closed-end management 

investment companies to co-invest in 

portfolio companies with each other and 

with certain affiliated investment 

entities. 

APPLICANTS: 26North BDC, Inc., 

26North Direct Lending LP, 26North 

Direct Lending II LP, Tidal Notes Issuer 

LLC, Gemini Notes Issuer LLC, Jordan 

Notes Issuer LLC, Ripple Notes Issuer 

LLC, Chestnut Notes Issuer LLC and 

Element Notes Issuer LLC. 

FILING DATES: The application was filed 

on October 20, 2022, and amended on 

February 2, 2023, and August 2, 2023. 

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, 2023 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 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

fmarra@26n.com, nicole.runyan@

kirkland.com, and gregory.rowland@

davispolk.com. 

FOR FURTHER INFORMATION CONTACT: 

Stephan N. Packs, Senior Counsel, or 

Terri G. Jordan, Branch Chief, 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’ Second Amended and 

Restated Application, dated August 2, 

2023, 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, 

http://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. 

Dated: October 24, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–23764 Filed 10–26–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–107, OMB Control No. 

3235–0116] 

Submission for OMB Review; 

Comment Request; Extension: Form 

6–K—Exchange Act Rules 13a–16 and 

15d–16 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 


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