91824 Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 

7See supra note 2. 

Funds must continue to comply with 

Regulation Fair Disclosure as if it 

applied to them (except that the 

exemptions provided in rule 

100(b)(2)(iii) therein shall not apply). 

Applicants believe that the creation 

basket flexibility they are seeking does 

not raise any new concerns about 

selective disclosure of material nonpublic information. First, a Fund’s use 

of, or conversations with Authorized 

Participants about, Creation Baskets that 

would result in such disclosure would 

effectively be limited by the Funds’ 

obligation to comply with Regulation 

Fair Disclosure. Second, each Business 

Day before the open of trading on the 

Exchange where a Fund is listed, the 

Fund will publish on its website the 

composition of any basket accepted by 

the Fund on the previous Business Day 

that differed from such Business Day’s 

Pro Rata Basket. 

II. Requested Exemptive Relief 

Applicants believe that the Prior 

Order continues to meet the relevant 

standards for relief pursuant to section 

6(c) of the Act for an exemption from 

sections 2(a)(32), 5(a)(1), and 22(d) of 

the Act and rule 22c–1 under the Act, 

and under sections 6(c) and 17(b) of the 

Act for an exemption from sections 

17(a)(1) and 17(a)(2) of the Act.7

III. Applicants’ Conditions: 

Applicants agree that any Order of the 

Commission granting the requested 

relief will be subject to all of the 

conditions in the Prior Order, except 

condition 2 and condition 6 which are 

replaced with new conditions 2 and 6 

below, as well as new condition 10: 

2. The website for the Trust, which 

will be publicly accessible at no charge, 

will contain, on a per Share basis for 

each Fund, the prior Business Day’s 

NAV and market closing price or Bid/ 

Ask Price of the Shares, a calculation of 

the premium or discount of the market 

closing price or Bid/Ask Price against 

such NAV, and any other information 

regarding premiums and discounts as 

may be required for other ETFs under 

Rule 6c–11 under the 1940 Act. The 

website will also disclose the median 

bid-ask spread for each Fund’s most 

recent fiscal year based on the National 

Best Bid and Offer at the time of 

calculation of NAV (or such other 

spread measurement as may be required 

for other ETFs under Rule 6c–11 under 

the 1940 Act). On each applicable 

Business Day, when accepting orders 

involving a Creation Basket that differs 

from the Fund’s Pro Rata Basket, each 

Fund will publish on its website before 

the opening of regular trading on the 

primary listing Exchange of the Fund’s 

Shares an Optimized Basket and 

Optimized Basket Overlap. 

6. Each Fund will comply with the 

recordkeeping requirements of Rule 6c– 

11 under the Act, except that for 

purposes of this condition, only 

Creation Baskets different from the 

Fund’s Pro Rata Basket will be treated 

as a ‘‘custom basket’’ under Rule 6c– 

11(d)(2)(ii). In addition, each Fund will 

maintain and preserve, for a period of 

not less than five years, in an easily 

accessible place, (i) a copy of any 

Optimized Basket published on the 

Fund’s website for each Business Day; 

and (ii) a copy of each Creation Basket 

made available on a given day. In 

addition, each Fund will maintain and 

preserve, for a period of not less than 

five years, in an easily accessible place, 

all written agreements (or copies 

thereof) between the Fund and each AP 

Representative related to the AP 

Representative’s role as such. 

10. Each Fund will adopt and 

implement written policies and 

procedures that govern the construction 

of Creation Baskets, as required under 

Rule 6c–11(c)(3) under the Act, except 

that for purposes of this condition, any 

Creation Basket different from the 

Fund’s Pro Rata Basket will be treated 

as a ‘‘custom basket.’’ The Fund’s basket 

policies and procedures will be covered 

by the Fund’s compliance program and 

other requirements under Rule 38a–1 

under the Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–27015 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–451, OMB Control No. 

3235–0509] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

301 of Regulation ATS 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA 

Services, 100 F Street NE, 

Washington, DC 20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 301 of Regulation ATS (17 CFR 

242.301) under the Securities Exchange 

Act of 1934 (15 U.S.C. 78a et seq.) 

(‘‘Exchange Act’’). 

Regulation ATS provides a regulatory 

structure for alternative trading systems. 

Rule 301 of Regulation ATS contains 

certain record keeping and reporting 

requirements, as well as additional 

obligations that apply only to alternative 

trading systems with significant volume. 

The Rule requires all alternative trading 

systems that wish to comply with 

Regulation ATS to file an initial 

operation report on Form ATS. 

Alternative trading systems are also 

required to supply updates on Form 

ATS to the Commission describing 

material changes to the system, file 

quarterly transaction reports on Form 

ATS–R, and file cessation of operations 

reports on Form ATS. An alternative 

trading system with significant volume 

is required to comply with requirements 

for fair access and systems capacity, 

integrity, and security. 

The Commission staff estimates that 

entities subject to the requirements of 

Rule 301 will spend a total of 

approximately 2,983 hours a year to 

comply with the Rule. 

Regulation ATS requires ATSs to 

preserve any records, for at least three 

years, made in the process of complying 

with the system’s capacity, integrity and 

security requirements. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent by 

December 20, 2024 to (i) 

www.reginfo.gov/public/do/PRAMain 

and (ii) Austin Gerig, Director/Chief 

Data Officer, Securities and Exchange 

Commission, c/o Tanya Ruttenberg, 100 

F Street NE, Washington, DC 20549, or 

by sending an email to: PRA_Mailbox@

sec.gov. 

Dated: November 15, 2024. 

Vanessa A. Countryman. 

Secretary. 

[FR Doc. 2024–27119 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 


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