Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95867 

12 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4On November 1, 2024, the Exchange filed to 

amend the Fee Schedule (NYSEARCA–2024–93) 

and withdrew such filing on November 15, 2024 

(NYSEARCA–2024–99), which latter filing the 

Exchange withdrew on November 21, 2024. 

5See Fee Schedule, MARKET MAKER PENNY 

AND SPY POSTING CREDIT TIERS. 

6 IWM is the iShares Russell 2000 ETF. QQQ is 

the Invesco QQQ Trust. SPY is the SPDR S&P 500 

ETF Trust. 

7See Fee Schedule, MARKET MAKER PENNY 

AND SPY POSTING CREDIT TIERS. The Additional 

Credit does not apply to executions of issues in a 

Lead Market Maker’s appointment. See id. 

8 Id. The total potential Super Tier credits 

combines the ($0.37) standard per contract credit 

(for Penny Issues other than SPY) with the ($0.03) 

Additional Credit to equal a per contract credit of 

Continued 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

Phlx–2024–63 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–Phlx–2024–63. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–Phlx–2024–63 and should be 

submitted on or before December 24, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–28344 Filed 12–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101758; File No. SR– 

NYSEARCA–2024–102] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Modify the NYSE Arca 

Options Fee Schedule 

November 26, 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 21, 2024, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ 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 modify the 

NYSE Arca Options Fee Schedule (‘‘Fee 

Schedule’’) regarding incentives 

available to Market Makers. The 

Exchange proposes to implement the fee 

change effective November 21, 2024.4

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 purpose of this filing is to amend 

the Fee Schedule to modify certain 

incentives intended to encourage 

Market Maker posted volume. The 

Exchange proposes to implement the fee 

change on November 21, 2024. 

Currently, the Fee Schedule provides 

a variety of incentives to encourage 

greater participation by Market Makers 

and Market Maker affiliates, including 

more favorable rates for higher volumes 

from posted interest (e.g., the Market 

Maker Incentive For Non-Penny Interval 

Issues and the Market Maker Incentives 

for SPY). The Exchange also offers 

incentives that reward higher volume 

from posted interest in conjunction with 

activity in the NYSE Arca Equity Market 

(for purposes of this filing, activity in 

the NYSE Arca Equity Market is referred 

to as ‘‘cross asset activity’’). 

The Exchange proposes to modify the 

Market Maker Penny and SPY Posting 

Credit Tiers (the ‘‘Market Maker Penny 

Tiers’’) 5 by creating two new tiers 

(described below) that would replace 

the current ‘‘Additional Credit’’ per 

contract credit of ($0.03) on Market 

Maker posted interest that is available to 

OTP Holder or OTP Firm (collectively, 

‘‘OTP Holders’’) that qualify for either 

Super Tier. 

Pursuant to the Fee Schedule, to 

qualify for the Additional Credit, 

eligible OTP Holders must achieve (i) at 

least 0.55% of total combined IWM, 

QQQ, and SPY industry ADV from 

Market Maker posted interest in IWM, 

QQQ, and SPY,6 and (ii) ETP Holder 

and Market Maker posted volume in 

Tape B Adding ADV that is equal to at 

least 1.50% of US Tape B CADV 

executed on NYSE Arca Equity Market 

for the billing month.7 As a result, OTP 

Holders that qualify for the Super Tier 

and the Additional Credit will receive a 

per contract credit of ($0.40) on all 

Penny Issues other than SPY and a per 

contract credit of ($0.42) per contract for 

executions in SPY.8 Similarly, OTP 


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95868 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 

($0.40); or combines the ($0.39) standard per 

contract credit for SPY with ($0.03) Additional 

Credit to equal a per contract credit of ($0.42). 

9 Id. The total Super Tier II credit combines the 

($0.42) standard per contract credit for all Penny 

Issues (including SPY) with the ($0.03) Additional 

Credit to equal a per contract credit of ($0.45). 

10See proposed Fee Schedule, MARKET MAKER 

PENNY AND SPY POSTING CREDIT TIERS (adding 

the proposed Tiers and removing the language 

regarding the Additional Credit as well as the 

asterisks signaling this credit that appears in the 

title of Super Tier and Super Tier II). While the 

Additional Credit is being eliminated, the Exchange 

is not proposing to modify the qualification bases 

or associated credits for the Super Tier or Super 

Tier II. 

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

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

13See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(S7–10–04) (‘‘Reg NMS Adopting Release’’). 14The OCC publishes options and futures volume 

in a variety of formats, including daily and monthly 

volume by exchange, available here: https://

www.theocc.com/Market-Data/Market-DataReports/Volume-and-Open-Interest/MonthlyWeekly-Volume-Statistics. 

15Based on a compilation of OCC data for 

monthly volume of equity-based options and 

monthly volume of equity-based ETF options, see 

id., the Exchanges market share in equity-based 

options increased from 11.48% for the month of 

September 2023 to 14.05% for the month of 

September 2024. 

Holders that qualify for Super Tier II 

and the Additional Credit will receive a 

per contract credit of ($0.45) on all 

Penny Issues, including SPY.9

The Exchange proposes to eliminate 

completely the ‘‘Additional Credit’’ and 

to instead add two tiers—named the 

Super Select Tier and Super Select Tier 

II (collectively, the ‘‘proposed Tiers’’).10

As with the existing Market Maker 

Penny Tiers, the proposed Tiers will 

apply to electronic executions of Market 

Maker posted interest in Penny Issues 

and will include a cross-asset 

component. 

To qualify for the proposed Super 

Select Tier and associated ($0.40) per 

contract on all Penny Issues (including 

SPY), an OTP Holder must achieve: 

(i) at least 0.25% of total combined 

IWM, QQQ, and SPY industry ADV 

from Market Maker posted interest in 

IWM, QQQ, and SPY; plus 

(ii) ETP Holder and Market Maker 

posted volume in Tape B Adding ADV 

equal to at least 1.55% of US Tape B 

CADV for the billing month executed on 

NYSE Arca Equity Market. 

In addition, to qualify for the 

proposed Super Select Tier II and 

associated ($0.41) per contract credit, an 

OTP Holder must achieve: 

(i) at least 0.35% of total combined 

IWM, QQQ, and SPY industry ADV 

from Market Maker posted interest in 

IWM, QQQ, and SPY; plus 

(ii) ETP Holder and Market Maker 

posted volume in Tape B Adding ADV 

equal to at least 1.65% of US Tape B 

CADV for the billing month executed on 

NYSE Arca Equity Market. 

The proposed Tiers, like the 

Additional Credit, require that an OTP 

Holder execute a minimum of posted 

volume in IWM/QQQ/SPY, plus satisfy 

the cross-asset component. The 

Exchange notes that each of the 

proposed Tiers, as compared to the 

Additional Credit, have a lower IWM/ 

QQQ/SPY volume requirement (i.e., 

0.25% or 0.35% as compared to 0.55%), 

which is offset by a slightly higher 

volume requirement for the cross-asset 

component (i.e., 1.55% or 1.65% as 

compared to 1.50%). The Exchange 

believes that the proposed (lower) 

posted volume requirements for IWM/ 

QQQ/SPY on balance should make the 

proposed Tiers more achievable. As 

such, the Exchange believes the 

proposed Tiers will (continue to) 

encourage more Market Maker posted 

interest in certain very high-volume 

products, in combination with cross 

asset activity. Increased posted volume 

order flow, particularly by liquidity 

providers, contributes to a deeper, more 

liquid market, which, in turn, provides 

for increased execution opportunities 

and thus overall enhanced price 

discovery and price improvement 

opportunities on the Exchange. 

While the Exchange cannot predict 

with certainty whether any OTP Holders 

would seek to qualify for the proposed 

Tiers, the Exchange believes the 

proposed modifications, which are 

designed to encourage increased posted 

interest from Market Makers in certain 

high-volume issues as well as cross 

market activity, would continue to 

incentivize OTP Holders to submit these 

types of orders to the Exchange, which 

brings increased liquidity and order 

flow for the benefit of all market 

participants. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,11 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,12 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The proposed change to the Fee 

Schedule are reasonable, equitable, and 

not unfairly discriminatory. As a 

threshold matter, the Exchange is 

subject to significant competitive forces 

in the market for options securities 

transaction services that constrain its 

pricing determinations in that market. 

The Commission has repeatedly 

expressed its preference for competition 

over regulatory intervention in 

determining prices, products, and 

services in the securities markets. In 

Regulation NMS, the Commission 

highlighted the importance of market 

forces in determining prices and SRO 

revenues and, also, recognized that 

current regulation of the market system 

‘‘has been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 13

There are currently 18 registered 

options exchanges competing for order 

flow. Based on publicly-available 

information, and excluding index-based 

options, no single exchange has more 

than 16% of the market share of 

executed volume of multiply-listed 

equity and ETF options trades.14

Therefore, currently no exchange 

possesses significant pricing power in 

the execution of multiply-listed equity & 

ETF options order flow. More 

specifically, in September of 2024, the 

Exchange had 14.05% market share of 

executed volume of multiply-listed 

equity & ETF options trades.15 In such 

a low-concentrated and highly 

competitive market, no single options 

exchange possesses significant pricing 

power in the execution of option 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. 

The Exchange believes that the 

proposed modifications to add the 

proposed Tiers are reasonably designed 

to incent OTP Holders to increase the 

number and variety of orders sent to the 

Exchange for execution. Specifically, to 

the extent that the proposed change 

attracts more Market Maker posted 

interest in certain high-volume issues 

and cross asset activity, this increased 

order flow would continue to make the 

Exchange a more competitive venue for 

order execution, which, in turn, 

promotes just and equitable principles 

of trade and removes impediments to 

and perfects the mechanism of a free 

and open market and a national market 

system. Although the Exchange 

proposes to eliminate the Additional 

Credit, the Exchange believes that the 

proposed Tiers will continue to 

incentivize participation in greater 

volume from posted interest, as well as 

cross asset activity. 

The Exchange believes the proposed 

rule change is an equitable allocation of 

its fees and credits and is not unfairly 


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Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95869 

16See MIAX Pearl Options Exchange Fee 

Schedule, available at MIAX_Pearl_Options_Fee_

Schedule_100721.pdf (miaxglobal.com) (offering 

tiered incentives based on Market Maker volume in 

IWM, QQQ, and SPY); Cboe BZX Options Fee 

Schedule, available at https://www.cboe.com/us/ 

options/membership/fee_schedule/bzx/a (offering 

favorable credits as an alternative for Market Maker 

posting volume in IWM, QQQ, and SPY). 

17See Reg NMS Adopting Release, supra note 13, 

at 37499. 

18The OCC publishes options and futures volume 

in a variety of formats, including daily and monthly 

volume by exchange, available here: https://

www.theocc.com/Market-Data/Market-DataReports/Volume-and-Open-Interest/MonthlyWeekly-Volume-Statistics. 

19Based on OCC data for monthly volume of 

equity-based options and monthly volume of ETFbased options, see id., the Exchanges market share 

in equity-based options increased from 11.48% for 

the month of September 2023 to 14.05% for the 

month of September 2024. 

20See MIAX Pearl Options Exchange Fee 

Schedule, available at MIAX_Pearl_Options_Fee_

Schedule_100721.pdf (miaxglobal.com) (offering 

tiered incentives based on Market Maker volume in 

IWM, QQQ, and SPY); Cboe BZX Options Fee 

Schedule, available at https://www.cboe.com/us/ 

options/membership/fee_schedule/bzx/a (offering 

favorable credits as an alternative for Market Maker 

posting volume in IWM, QQQ, and SPY). 

discriminatory as it available equally to 

all similarly-situated market 

participants on an equal and nondiscriminatory basis. 

The proposal is based on the amount 

and type of business transacted on the 

Exchange, and OTP Holders are not 

obligated to try to achieve the 

qualifications for any of the tiers or 

execute either Market Maker posted 

interest or cross asset activity. Rather, 

the proposal is designed to continue to 

encourage OTP Holders to utilize the 

Exchange as a primary trading venue for 

Market Maker posted interest (if they 

have not done so previously) and to 

increase volume sent to the Exchange. 

To the extent the proposed change 

continues to attract greater volume and 

liquidity, the Exchange believes the 

proposed change would improve the 

Exchange’s overall competitiveness and 

strengthen its market quality for all 

market participants. In the backdrop of 

the competitive environment in which 

the Exchange operates, the proposed 

rule change is a reasonable attempt by 

the Exchange to increase the depth of its 

market and improve its market share 

relative to its competitors. The 

Exchange’s fees are constrained by 

intermarket competition, as OTP 

Holders may direct their order flow to 

any of the 17 competing options 

exchanges, including those that also 

offer incentives based on Market Maker 

posted volume in IWM, QQQ, and 

SPY.16 Thus, OTP Holders have a choice 

of where they direct their order flow, 

including their Market Maker posted 

interest and cross asset activity. The 

proposed rule change is designed to 

incent OTP Holders to direct liquidity to 

the Exchange, and in particular, Market 

Maker posted interest in highly liquid 

issues and cross asset activity, thereby 

promoting market depth, price 

discovery and improvement, and 

enhanced order execution opportunities 

for market participants. 

At present, whether an OTP Holder 

qualifies for the various monthly 

incentives set forth in the Market Maker 

Penny Tiers is dependent on market 

activity and an OTP Holder’s mix of 

order flow. Thus, while the Exchange 

cannot predict with certainty whether 

any OTP Holders will seek to qualify for 

the proposed Tiers, which apply to 

Market Maker posted interest in certain 

high-volume issues and cross asset 

activity, would provide an incentive for 

OTP Holders to continue to submit 

these types of orders to the Exchange, 

which brings increased liquidity and 

order flow for the benefit of all market 

participants. 

Finally, the Exchange believes that it 

is subject to significant competitive 

forces, as described below in the 

Exchange’s statement regarding the 

burden on competition. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act, the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

Instead, as discussed above, the 

Exchange believes that the proposed 

changes would encourage the 

submission of additional liquidity to a 

public exchange, thereby promoting 

market depth, price discovery and 

transparency and enhancing order 

execution opportunities for all market 

participants. As a result, the Exchange 

believes that the proposed change 

furthers the Commission’s goal in 

adopting Regulation NMS of fostering 

integrated competition among orders, 

which promotes ‘‘more efficient pricing 

of individual stocks for all types of 

orders, large and small.’’ 17

Intramarket Competition. The 

proposed change is designed to attract 

additional order flow (particularly 

Market Maker posted interest in certain 

high-volume issues) to the Exchange. 

The Exchange believes that the 

proposed Tiers would continue to 

encourage market participants to direct 

their Market Maker posted interest 

volume to the Exchange, particularly in 

certain high-volume issues, as well as 

encourage cross asset activity. Greater 

liquidity benefits all market participants 

on the Exchange, and increased Market 

Maker posted interest would increase 

opportunities for execution of other 

trading interest. The proposed 

modifications would apply and be 

available equally to all similarlysituated market participants that handle 

Market Maker posted interest and cross 

asset activity, and, accordingly, the 

proposed change would not impose a 

disparate burden on competition among 

market participants on the Exchange. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily favor one of the 

17 competing option exchanges if they 

deem fee levels at a particular venue to 

be excessive. In such an environment, 

the Exchange must continually adjust its 

fees to remain competitive with other 

exchanges and to attract order flow to 

the Exchange. Based on publiclyavailable information, and excluding 

index-based options, no single exchange 

has more than 16% of the market share 

of executed volume of multiply-listed 

equity and ETF options trades.18

Therefore, currently no exchange 

possesses significant pricing power in 

the execution of multiply-listed equity & 

ETF options order flow. More 

specifically, in September 2024, the 

Exchange had just over 14% market 

share of executed volume of multiplylisted equity & ETF options trades.19

The Exchange believes that the 

proposed rule change reflects this 

competitive environment because it 

modifies the Exchange’s fees in a 

manner designed to encourage OTP 

Holders to direct trading interest 

(particularly Market Maker posted 

interest and cross asset activity) to the 

Exchange, to provide liquidity and to 

attract order flow. To the extent that this 

purpose is achieved, all the Exchange’s 

market participants should benefit from 

the improved market quality and 

increased opportunities for price 

improvement. 

The Exchange believes that the 

proposed change could promote 

competition between the Exchange and 

other execution venues, including those 

that also currently offer incentives based 

on Market Maker posted volume in 

IWM, QQQ, and SPY,20 by encouraging 

additional orders to be sent to the 

Exchange for execution. 


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95870 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 

21 15 U.S.C. 78s(b)(3)(A). 

22 17 CFR 240.19b–4(f)(2). 

23 15 U.S.C. 78s(b)(2)(B). 24 17 CFR 200.30–3(a)(12). 

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 foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 21 of the Act and 

subparagraph (f)(2) of Rule 19b–4 22

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 23 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– 

NYSEARCA–2024–102 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–NYSEARCA–2024–102. 

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–NYSEARCA–2024–102 and should 

be submitted on or before December 24, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–28253 Filed 12–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35403; 812–15624] 

Privacore PCAAM Alternative Income 

Fund, et al. 

November 27, 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: Privacore PCAAM 

Alternative Income Fund, Privacore 

PCAAM Alternative Growth Fund, 

Privacore Capital Advisors, LLC, and 

Janus Henderson Distributors US LLC. 

Filing Dates: The application was 

filed on August 30, 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 23, 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 

Sandhya Ganapathy, Privacore Capital 

Advisors, LLC, Sandhya.Ganapathy@

privacorecap.com. 

FOR FURTHER INFORMATION CONTACT: 

Steven I. Amchan, Senior Counsel, or 

Lisa Reid Ragen, 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’ application, dated August 

30, 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. 


lotter on DSK11XQN23PROD with NOTICES1