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. 


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Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95871 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101128 

(September 20, 2024), 89 FR 78942 (September 26, 

2024) (SR–ISE–2024–03) (Self-Regulatory 

Organizations; Nasdaq ISE, LLC; Notice of Filing of 

Amendment Nos. 4 and 5 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment Nos. 1, 4, and 5, to 

Permit the Listing and Trading of Options on the 

iShares Bitcoin Trust). 

4See Securities Exchange Act Release No. 99306 

(Jan. 10, 2024), 89 FR 3008 (Jan. 17, 2024) (order 

approving File Nos. SR–NYSEARCA–2021–90; SR– 

NYSEARCA–2023–44; SR–NYSEARCA–2023–58; 

SRNASDAQ–2023–016; SR–NASDAQ–2023–019; 

SR–CboeBZX–2023–028; SR–CboeBZX–2023–038; 

SRCboeBZX–2023–040; SR–CboeBZX–2023–042; 

SR–CboeBZX–2023–044; SR–CboeBZX–2023–072) 

(Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified by Amendments 

Thereto, To List and Trade Bitcoin-Based 

Commodity-Based Trust Shares and Trust Units) for 

a complete description of the Trust. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–28333 Filed 12–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101778; File No. SR– 

MEMX–2024–45] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Exchange Rule 

19.3, Criteria for Underlying Securities, 

To Allow the Exchange To List and 

Trade Options on the iShares Bitcoin 

Trust (‘‘the Trust’’) 

November 27, 2024. 

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 November 

27, 2024, MEMX LLC (‘‘MEMX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘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 is filing with the 

Commission a proposed rule change to 

amend Rule 19.3, Criteria for 

Underlying Securities. The text of the 

proposed rule change is provided in 

Exhibit 5. 

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 

Exchange Rule 19.3 (Criteria for 

Underlying Securities) to allow the 

Exchange to list and trade options on 

the iShares Bitcoin Trust (‘‘the Trust’’), 

designating the Trust as appropriate for 

options trading on the Exchange. This is 

a competitive filing that is based on a 

similar proposal submitted by Nasdaq 

ISE, LLC (‘‘ISE’’) and approved by the 

Securities and Exchange Commission 

(‘‘Commission’’).3

Current Exchange Rule 19.3(i) 

provides that, subject to certain other 

criteria set forth in that Rule, securities 

deemed appropriate for options trading 

include shares or other securities 

(‘‘Fund Shares’’), including but not 

limited to Partnership Units as defined 

in the Rule, that are principally traded 

on a national securities exchange and 

are defined as an ‘‘NMS stock’’ under 

Rule 600 of Regulation NMS and that 

meet specified criteria enumerated in 

the rule. Exchange Rule 19.3(i) provides 

that such shares or other securities: 

(4) represent interests in the SPDR 

Gold Trust or are issued by the iShares 

COMEX Gold Trust or iShares Silver 

Trusts, provided that all conditions 

described under Rule 19.3(i)(1)–(2) are 

met. 

Proposal 

The Exchange proposes to amend 

Exchange Rule 19.3(i) to expand the list 

of securities that are appropriate for 

options trading on the Exchange. 

Description of the Trust 4

The shares are issued by the Trust, a 

Delaware statutory trust. The Trust 

operates pursuant to a trust agreement 

(the ‘‘Trust Agreement’’) between the 

Sponsor, BlackRock Fund Advisors (the 

‘‘Trustee’’) as the trustee of the Trust 

and Wilmington Trust, National 

Association, as Delaware trustee. The 

Trust issues shares representing 

fractional undivided beneficial interests 

in its net assets. The assets of the Trust 

consist only of bitcoin, held by a 

custodian on behalf of the Trust except 

under limited circumstances when 

transferred through the Trust’s prime 

broker temporarily (described below), 

and cash. Coinbase Custody Trust 

Company, LLC (the ‘‘Bitcoin 

Custodian’’) is the custodian for the 

Trust’s bitcoin holdings, and maintains 

a custody account for the Trust 

(‘‘Custody Account’’); Coinbase, Inc. 

(the ‘‘Prime Execution Agent’’), an 

affiliate of the Bitcoin Custodian, is the 

prime broker for the Trust and 

maintains a trading account for the 

Trust (‘‘Trading Account’’); and Bank of 

New York Mellon is the custodian for 

the Trust’s cash holdings (the ‘‘Cash 

Custodian’’ and together with the 

Bitcoin Custodian, the ‘‘Custodians’’) 

and the administrator of the Trust (the 

‘‘Trust Administrator’’). Under the Trust 

Agreement, the Trustee may delegate all 

or a portion of its duties to any agent, 

and has delegated the bulk of the day to 

day responsibilities to the Trust 

Administrator and certain other 

administrative and recordkeeping 

functions to its affiliates and other 

agents. The Trust is not an investment 

company registered under the 

Investment Company Act of 1940, as 

amended. The investment objective of 

the Trust is to reflect generally the 

performance of the price of bitcoin. The 

Trust seeks to reflect such performance 

before payment of the Trust’s expenses 

and liabilities. The shares are intended 

to constitute a simple means of making 

an investment similar to an investment 

in bitcoin through the public securities 

market rather than by acquiring, holding 

and trading bitcoin directly on a peerto-peer or other basis or via a digital 

asset exchange. The shares have been 

designed to remove the obstacles 

represented by the complexities and 

operational burdens involved in a direct 

investment in bitcoin, while at the same 

time having an intrinsic value that 

reflects, at any given time, the 

investment exposure to the bitcoin 

owned by the Trust at such time, less 

the Trust’s expenses and liabilities. 

Although the shares are not the exact 

equivalent of a direct investment in 

bitcoin, they provide investors with an 

alternative method of achieving 

investment exposure to bitcoin through 

the public securities market, which may 

be more familiar to them. 


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