Federal Register / Vol. 89, No. 21 / Wednesday, January 31, 2024 / Notices 6157 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4A PRISM Order is one-side of a PRISM Auction 

Order that represents an agency order on behalf a 

Public Customer, broker-dealer or other entity 

which is paired with an Initiating Order. See BX 

Options 7, Section 2(5). 

5The term ‘‘Customer’’ or (‘‘C’’) applies to any 

transaction that is identified by a Participant for 

clearing in the Customer range at The Options 

Clearing Corporation (‘‘OCC’’) which is not for the 

account of broker or dealer or for the account of a 

‘‘Professional’’ (as that term is defined in Options 

1, Section 1(a)(48)). See BX Options 7, Section 1(a). 

6An Initiating Order is one-side of a PRISM 

Auction Order that represents principal or other 

interest which is paired with a PRISM Order. See 

BX Options 7, Section 2(5). 

7A PRISM Auction Order is a two-sided, paired 

order comprised of a PRISM Order and an Initiating 

Order. See BX Options 7, Section 2(5). 

8A PRISM Response is interest that executed 

against the PRISM Order pursuant to Options 3, 

Section 13. See BX Options 7, Section 2(5). 

9The term ‘‘Non-Customer’’ shall include a 

Professional, Broker-Dealer and Non-BX Options 

Market Maker. See BX Options 7, Section 1(a). 

10The term ‘‘Non-Customer’’ shall include a 

Professional, Broker-Dealer and Non-BX Options 

Market Maker. See BX Options 7, Section 1(a). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99430; File No. SR–BX– 

2024–003] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend BX Options 7, 

Section 2 

January 25, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),2 and Rule 19b–4 thereunder,3

notice is hereby given that on January 

12, 2024, Nasdaq BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘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 its 

Pricing Schedule at Options 7, Section 

2. While the changes proposed herein 

are effective upon filing, the Exchange 

has designated the amendments become 

operative on February 1, 2024. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/bx/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 amend 

BX’s Pricing Schedule at Options 7, 

Section 2, BX Options Market-Fees and 

Rebates. Specifically, the Exchange 

proposes to amend Options 7, Section 

2(5) related to the BX Price 

Improvement Auction (‘‘PRISM’’). 

Currently, the Exchange assesses the 

below fees and pays the below rebates 

for orders executed in its PRISM 

Auction. 

FEES AND REBATES (PER CONTACT) 

Type of market 

participants 

Submitted PRISM auction order 

in penny classes 

Submitted PRISM auction order 

in non-penny classes rebate 

PRISM response to PRISM 

auction fee 

PRISM order traded with 

PRISM response rebate 

PRISM order Initiating order PRISM order Initiating order Penny classes Non-penny 

classes Penny classes Non-penny classes 

Customer ........................... $0.00 $0.00 $0.12 $0.00 $0.40 $0.79 $0.35 $0.70 

Lead Market Maker ........... 0.00 0.00 0.00 0.00 0.50 1.25 0.00 0.00 

BX Options Market Maker 0.00 0.00 0.00 0.00 0.50 1.25 0.00 0.00 

Non-Customer ................... 0.00 0.00 0.00 0.00 0.50 1.25 0.00 0.00 

Today, the Exchange assesses no 

PRISM Order 4 fees in Penny and NonPenny Classes to any Participant. Today, 

the Exchange pays a $0.12 per contract 

rebate to Customers 5 for PRISM Orders 

in Non-Penny Classes. Today, the 

Exchange assesses no Initiating Order 6

fees in Penny and Non-Penny Classes to 

any Participant for PRISM Auction 

Orders.7 Today, the Exchange assesses a 

$0.40 per contract PRISM Response 8 to 

Customers and a $0.50 per contract 

PRISM Response to Non-Customers 9 in 

Penny Classes. Today, the Exchange 

assesses a $0.79 per contract PRISM 

Response to Customers and a $1.25 per 

contract PRISM Response to NonCustomers in Non-Penny Classes. 

Today, if a PRISM Order trades with a 

PRISM Response, the Exchange pays a 

rebate of $0.35 to Customers for Penny 

Classes and a rebate of $0.70 to 

Customers for Non-Penny Classes. NonCustomers are not paid a rebate if a 

PRISM Order trades with a PRISM 

Response. 

Proposal 

The Exchange proposes to amend its 

PRISM pricing to increase its Initiating 

Order fees in Penny and Non-Penny 

Classes for Non-Customers 10 from $0.00 

to $0.05 per contract. Customers will 

continue to be assessed no Initiating 

Order Fee in Penny and Non-Penny 

Classes. The Exchange also proposes to 

decrease its pricing for Non-Penny 

PRISM Responses for Non-Customers 

from $1.25 to $1.10 per contract. The 

Exchange is not amending its NonPenny PRISM Responses for Customers. 

While the Exchange is increasing its 

Initiating Order fee from $0.00 to $0.05 

per contract in Penny and Non-Penny 

Classes for Non-Customers, the 

Exchange believes the proposed pricing 

remains competitive and will continue 

to encourage BX Participants to 

participate in PRISM Orders on BX. 

Customers will continue to be assessed 

no Initiating Order fee in a PIXL 

Auction in Penny and Non-Penny 

Classes. The Exchange believes that the 

decreased Non-Penny Non-Customer 

PRISM Response fees will encourage 

Participants to participate in PRISM 

Orders on BX. Customers will continue 


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6158 Federal Register / Vol. 89, No. 21 / Wednesday, January 31, 2024 / Notices 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(4) and (5). 

13NetCoalition v. SEC, 615 F.3d 525 (D.C. Cir. 

2010). 

14 Id. at 539 (quoting Securities Exchange Act 

Release No. 59039 (December 2, 2008), 73 FR 

74770, 74782–83 (December 9, 2008) (SR– 

NYSEArca–2006–21)). 

15BOX Exchange LLC (‘‘BOX’’) assesses 

customers no agency order fee and assesses NonCustomers a $0.05 per contract agency order fee in 

Penny and Non-Penny classes in BOX’s Price 

Improvement Period or ‘‘PIP’’. BOX assesses a 

Penny Response Fee of $0.49 per contract for 

Customers and $0.50 per contract for NonCustomers in PIP. BOX assesses a Non-Penny 

Response Fee of $0.96 per contract for Customers 

and $1.15 per contract for Non-Customers in PIP. 

to be assessed a lower Non-Penny 

PRISM Response fee as compared to 

other Participants. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,11 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,12 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The proposed changes to its Pricing 

Schedule are reasonable in several 

respects. As a threshold matter, the 

Exchange is subject to significant 

competitive forces in the market for 

options transaction services that 

constrain its pricing determinations in 

that market. The fact that this market is 

competitive has long been recognized by 

the courts. In NetCoalition v. Securities 

and Exchange Commission 13

(‘‘NetCoalition’’), the D.C. Circuit stated, 

‘‘[n]o one disputes that competition for 

order flow is 1fierce.’ . . . As the SEC 

explained, 1[i]n the U.S. national market 

system, buyers and sellers of securities, 

and the broker-dealers that act as their 

order-routing agents, have a wide range 

of choices of where to route orders for 

execution’; [and] ‘no exchange can 

afford to take its market share 

percentages for granted’ because ‘no 

exchange possesses a monopoly, 

regulatory or otherwise, in the execution 

of order flow from broker 

dealers’. . . .’’ 14

Numerous indicia demonstrate the 

competitive nature of this market. For 

example, clear substitutes to the 

Exchange exist in the market for options 

transaction services. The Exchange is 

only one of seventeen options 

exchanges to which market participants 

may direct their order flow. Within this 

environment, market participants can 

freely and often do shift their order flow 

among the Exchange and competing 

venues in response to changes in their 

respective pricing schedules. Within the 

foregoing context, the proposal 

represents a reasonable attempt by the 

Exchange to attract additional order 

flow to the Exchange and increase its 

market share relative to its competitors. 

The Exchange’s proposal to amend its 

PRISM pricing to increase its Initiating 

Order fees in Penny and Non-Penny 

Classes for Non-Customers from $0.00 to 

$0.05 per contract is reasonable. While 

the Exchange is increasing its Initiating 

Order fee from $0.00 to $0.05 in Penny 

and Non-Penny Classes for NonCustomers, the Exchange believes the 

proposed pricing remains competitive 

and will continue to encourage BX 

Participants to participate in PRISM 

Orders on BX. The Exchange’s proposal 

to decrease its pricing for Non-Penny 

PRISM Responses for Non-Customers 

from $1.25 to $1.10 per contract is 

reasonable. The Exchange believes that 

the decreased Non-Penny PRISM 

Response fees will encourage 

Participants to attract order flow to BX 

since the Exchange is no longer 

assessing any fees to participate in 

PRISM Orders on BX. The proposed 

pricing is comparable to the spread 

between the agency order and responses 

in a price improvement auction on 

another options exchange.15

The Exchange’s proposal to amend its 

PRISM pricing to increase its Initiating 

Order fees in Penny and Non-Penny 

Classes for Non-Customers from $0.00 to 

$0.05 per contract is equitable and not 

unfairly discriminatory. The Exchange 

will uniformly not assess a Penny or 

Non-Penny Initiating Order fee to any 

Non-Customer. While Customers will 

continue to not be assessed an Initiating 

Order fee in Penny and Non-Penny 

Classes, the Exchange notes that 

Customer activity enhances liquidity on 

the Exchange for the benefit of all 

market participants and benefits all 

market participants by providing more 

trading opportunities, which attracts 

market makers. The Initiating Order fee 

is comparable to other options 

exchanges. The Exchange’s proposal to 

decrease its pricing for Non-Penny 

PRISM Responses for Non-Customers 

from $1.25 to $1.10 per contract is 

equitable and not unfairly 

discriminatory. The Exchange will 

uniformly assess the $1.10 per contract 

Non-Penny PRISM Responses to NonCustomers. Customers will continue to 

be assessed a lower Non-Penny PRISM 

Response fee of $0.79 per contract. 

Assessing Customers a lower NonPenny PRISM Response fee of $0.79 per 

contract as compared to $1.10 per 

contract for Non-Customers is equitable 

and not unfairly discriminatory as 

Customer activity enhances liquidity on 

the Exchange for the benefit of all 

market participants and benefits all 

market participants by providing more 

trading opportunities, which attracts 

market makers. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intermarket Competition 

The proposal does not impose an 

undue burden on inter-market 

competition. The Exchange believes its 

proposal remains competitive with 

other options markets and will offer 

market participants with another choice 

to initiate a price improvement auction. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 

levels at a particular venue to be 

excessive, or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

exchanges. Because competitors are free 

to modify their own fees in response, 

and because market participants may 

readily adjust their order routing 

practices, the Exchange believes that the 

degree to which fee changes in this 

market may impose any burden on 

competition is extremely limited. 

Intramarket Competition 

The Exchange’s proposal to amend its 

PRISM pricing to increase its Initiating 

Order fees in Penny and Non-Penny 

Classes for Non-Customers from $0.00 to 

$0.05 per contract does not impose an 

undue burden on competition. The 

Exchange will uniformly not assess a 

Penny or Non-Penny Initiating Order 

Fee to any Non-Customer. While 

Customers will continue to not be 

assessed an Initiating Order fee in 

Penny and Non-Penny Classes, the 

Exchange notes that Customer activity 

enhances liquidity on the Exchange for 

the benefit of all market participants 

and benefits all market participants by 

providing more trading opportunities, 

which attracts market makers. The 

Exchange’s proposal to decrease its 

pricing for Non-Penny PRISM 

Responses for Non-Customers from 

$1.25 to $1.10 per contract does not 

impose an undue burden on 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 21 / Wednesday, January 31, 2024 / Notices 6159 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(2). 

18 15 U.S.C. 78s(b)(2)(B). 19 17 CFR 200.30–3(a)(12). 

competition. The Exchange will 

uniformly assess the $1.10 per contract 

Non-Penny PRISM Responses to NonCustomers. Customers will continue to 

be assessed a lower Non-Penny PRISM 

Response fee of $0.79 per contract. 

Assessing Customers a lower NonPenny PRISM Response fee of $0.79 per 

contract as compared to $1.10 per 

contract for Non-Customers does not 

impose an undue burden on 

competition as Customer activity 

enhances liquidity on the Exchange for 

the benefit of all market participants 

and benefits all market participants by 

providing more trading opportunities, 

which attracts market makers. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 16 of the Act and 

subparagraph (f)(2) of Rule 19b–4 17

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 18 of the Act 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– 

BX–2024–003 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–BX–2024–003. 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–BX–2024–003 and should be 

submitted on or before February 21, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01861 Filed 1–30–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35116; 812–15534] 

AMG Pantheon Credit Solutions Fund 

and Pantheon Ventures (US) LP 

January 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: AMG Pantheon Credit 

Solutions Fund and Pantheon Ventures 

(US) LP. 

Filing Dates: The application was 

filed on December 14, 2023, and 

amended on January 9, 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 February 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 Kara 

Zanger, Pantheon Ventures (US) LP, 

kara.zanger@pantheon.com. 


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