Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 93377 

6 17 CFR 200.30–3(a)(31). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–CboeBZX–2024–091). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27610 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35397; File No. 812–15536] 

Willow Tree Capital Corporation, et al. 

November 21, 2024. 

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: Willow Tree Capital 

Corporation, Willow Tree Capital Corp. 

Advisors LLC, Willow Tree Credit 

Partners LP, Willow Tree Fund I 

(Offshore), LP, Willow Tree Fund I, LP, 

Willow Tree Fund II (Offshore), LP, 

Willow Tree Fund II, LP, Willow Tree 

Credit Partners SBIC Management LP, 

Willow Tree Credit Partners SBIC, LP, 

Willow Tree CLO I LLC and Willow 

Tree CLO II LLC. 

Filing Dates: The application was 

filed on December 21, 2023 and 

amended on April 3, 2024, August 6, 

2024, October 9, 2024, and November 

15, 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 16, 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 at 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Justin Lee, lee@ewillowtreelp.com, and 

Anne G. Oberndorf, anneoberndorf@

eversheds-sutherland.com. 

FOR FURTHER INFORMATION CONTACT: 

Barbara T. Heussler, Senior Counsel, or 

Thomas Ahmadifar, 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’ fourth amended and 

restated application, dated November 

15, 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. 2024–27675 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101665; File No. SR–NYSE– 

2024–75] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Rule 

7.37 

November 20, 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 November 

7, 2024, New York Stock Exchange LLC 

(‘‘NYSE’’ or the ‘‘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 self-regulatory 

organization. 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 

Rule 7.37 to specify the Exchange’s 

source of data feeds from Long-Term 

Stock Exchange, Inc. (‘‘LTSE’’) for 

purposes of order handling, order 

execution, order routing, and regulatory 

compliance. The proposed rule change 

is available on the Exchange’s website at 

www.nyse.com, 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 

self-regulatory organization 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 those 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 parts of such 

statements. 


lotter on DSK11XQN23PROD with NOTICES1
93378 Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 

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

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

6 15 U.S.C. 78s(b)(3)(A)(iii). 

7 17 CFR 240.19b–4(f)(6). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) 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. 

10 15 U.S.C. 78s(b)(2)(B). 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to update and 

amend the use of data feeds table in 

Rule 7.37(e), which sets forth on a 

market-by-market basis the specific 

securities information processor (‘‘SIP’’) 

and proprietary data feeds that the 

Exchange utilizes for the handling, 

execution, and routing of orders, and for 

performing the regulatory compliance 

checks related to each of those 

functions. Specifically, the Exchange 

proposes to amend the table in Rule 

7.37(e) to specify that, with respect to 

LTSE, the Exchange will receive a LTSE 

direct feed as its primary source of data 

for order handling, order execution, 

order routing, and regulatory 

compliance, and will use the SIP Data 

Feed as its secondary source for data 

from LTSE. 

The Exchange proposes to make this 

change operative in the fourth quarter of 

2024, and, in any event, before the end 

of the first quarter of 2025. The 

Exchange proposes to announce the 

implementation date of this change by 

Trader Update. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the Act,4

in general, and furthers the objectives of 

Section 6(b)(5),5 in particular, because it 

is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

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 that the proposed 

rule change is consistent with the 

Section 6(b)(5) requirement that the 

rules of an exchange not be designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes its proposal to 

update the table in Rule 7.37(e) to 

include the LTSE direct feed will ensure 

that the Rule correctly identifies and 

publicly states on a market-by-market 

basis all of the specific SIP and 

proprietary data feeds that the Exchange 

utilizes for the handling, execution, and 

routing of orders, and for performing the 

regulatory compliance checks for each 

of those functions. The proposed rule 

change also removes impediments to 

and perfects the mechanism of a free 

and open market and protects investors 

and the public interest by providing 

additional specificity, clarity, and 

transparency in the Exchange’s rules. 

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. Rather, the 

Exchange believes that the proposal will 

enhance competition because providing 

the public and market participants with 

up-to-date information about the data 

feeds the Exchange will use for the 

handling, execution, and routing of 

orders, as well as for regulatory 

compliance would enhance 

transparency and enable investors to 

better assess the quality of the 

Exchange’s execution and routing 

services. The Exchange also believes the 

proposal would enhance competition 

because it would potentially enhance 

the performance of its order handling 

and execution of orders in equity 

securities by receiving market data 

directly from LTSE. Finally, the 

proposed rule change would not impact 

competition between market 

participants because it will affect all 

market participants equally. 

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 with respect to the proposed 

rule change. 

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 6 and Rule 

19b–4(f)(6) thereunder.7 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act 8 and Rule 19b–4(f)(6)(iii) 

thereunder.9

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 

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) 10 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– 

NYSE–2024–75 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–NYSE–2024–75. 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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 93379 

11 17 CFR 200.30–3(a)(12), (59). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange’s 2013 filing adopting the FINRA 

disciplinary rules represented that the proposed 

Rule 9520 Series would govern eligibility 

proceedings for persons subject to statutory 

disqualifications that are not FINRA members. See 

Securities Exchange Act Release Nos. 68678 

(January 16, 2013), 78 FR 5213, 5230 (January 24, 

2013) (SR–NYSE–2013–02) (Notice); 69045 (March 

5, 2013), 78 FR 15394, 15399 (March 11, 2013) (SR– 

NYSE–2013–02) (Order). At the time, there were 

several member organizations that were not FINRA 

members. Today, only a single member organization 

is also not a FINRA member. All FINRA members 

are subject to the FINRA Rule 9520 Series, which 

is substantively the same as the Exchange’s version. 

Hence, as a practical matter, all member 

organizations would be subject to the same Rule 

9520 standards. 

5See, e.g., Securities Exchange Act Release No. 

98874 (November 7, 2023), 88 FR 78071 (November 

Continued 

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–NYSE–2024–75 and should be 

submitted on or before December 17, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27612 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101670; File No. SR–NYSE– 

2024–76] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Rules 3170, 9120, 9522, 9523, and 9524 

November 20, 2024. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on November 

12, 2024, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 

certain rules to replace ‘‘Department of 

Member Regulation’’ and ‘‘Member 

Regulation’’ with ‘‘Exchange’’ and make 

related changes. The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, 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 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

certain rules to replace ‘‘Department of 

Member Regulation’’ and ‘‘Member 

Regulation’’ with ‘‘Exchange’’ and make 

related changes. Specifically, the 

Exchange would amend Rule 3170 

(Tape Recording of Registered Persons 

by Certain Firms) and the following 

rules from the Rule 9000 Series (Code of 

Procedure): Rule 9120 (Definitions); 

Rule 9522 (Initiation of Eligibility 

Proceeding; Member Regulation 

Consideration); Rule 9523 (Acceptance 

of Member Regulation 

Recommendations and Supervisory 

Plans by Consent Pursuant to SEA Rule 

19h-1); and Rule 9524 (Exchange Board 

of Directors Consideration). 

Background 

Rule 3170 governs the tape recording 

of registered persons by certain firms 

and requires certain notifications to be 

made to the Exchange’s Department of 

Member Regulation. 

Rule 9120(j) defines ‘‘Department of 

Member Regulation’’ to mean the 

Department of Member Regulation of 

the Financial Industry Regulatory 

Authority (‘‘FINRA’’) for purposes of the 

Exchange’s disciplinary rules set forth 

in the Rule 8000 and Rule 9000 Series. 

The Rule 9520 Series governs 

eligibility proceedings for persons 

subject to statutory disqualifications.4

Rule 9522 governs the initiation of an 

eligibility proceeding by the Exchange 

and the member organization’s 

obligation to file an application to 

initiate an eligibility proceeding if it has 

been subject to certain disqualifications. 

Further, the rule provides that Member 

Regulation could approve a written 

request for relief from the eligibility 

requirements under certain 

circumstances. 

Rule 9523 allows Member Regulation 

to recommend a supervisory plan to 

which the disqualified member 

organization, sponsoring member 

organization, and/or disqualified 

person, as the case may be, may consent 

and by doing so, waive the right to 

hearing or appeal if the plan is accepted 

and the right to claim bias or 

prejudgment, or prohibited ex parte 

communications. 

Rule 9524 governs requests for review 

by the Exchange Board of Directors of a 

decision to reject a supervisory plan 

under Rule 9523. 

Finally, Rule 0 provides, among other 

things, that Exchange Rules that refer to 

Exchange staff or Exchange departments 

should be understood as also referring 

to FINRA staff and FINRA departments 

acting on behalf of the Exchange 

pursuant to the Regulatory Services 

Agreement (‘‘RSA’’) in existence 

between the Exchange and FINRA, as 

applicable. 

Proposed Rule Change 

The Exchange proposes to replace all 

references to ‘‘Department of Member 

Regulation’’ and ‘‘Member Regulation’’ 

in Rules 3170, 9522, 9523 and 9524 

with ‘‘Exchange’’ or ‘‘the Exchange.’’ 

Consistent with Rule 0, references to the 

Exchange encompass FINRA staff and 

departments acting on the Exchange’s 

behalf pursuant to the RSA. The 

proposed change would simplify the 

Exchange’s rules by eliminating specific 

references that could change over time, 

thereby eliminating the need for 

additional rule changes in the future.5


lotter on DSK11XQN23PROD with NOTICES1