[Federal Register Volume 90, Number 57 (Wednesday, March 26, 2025)]
[Notices]
[Pages 13805-13813]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-05045]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102704; File No. SR-NASDAQ-2025-029]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To List and Trade Shares of
the 21Shares Polkadot Trust Under Nasdaq Rule 5711(d)
March 20, 2025.
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 March 17, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to list and trade shares of 21Shares Polkadot
Trust (the ``Trust'') under Nasdaq Rule 5711(d) (``Commodity-Based
Trust Shares''). The shares of the Trust are referred to herein as the
``Shares.''
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to list and trade the Shares under Nasdaq
Rule 5711(d), which governs the listing and trading of Commodity-Based
Trust Shares on the Exchange.\3\ 21Shares US LLC (the ``Sponsor'') is
the sponsor of the Trust. Any statements or representations included in
this proposal regarding: (a) the description of the reference assets or
trust holdings; (b) limitations on the reference assets or trust
holdings; (c) dissemination and availability of the reference asset or
intraday indicative value; or (d) the applicability of Nasdaq listing
rules specified in this proposal shall constitute continued listing
standards for the Shares listed on the Exchange.
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\3\ The Commission approved Nasdaq Rule 5711 in Securities
Exchange Act Release No. 66648 (March 23, 2012), 77 FR 19428 (March
30, 2012) (SR-NASDAQ-2012-013).
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Overview of the Trust and the Shares
According to the Registration Statement, the Trust is a Delaware
statutory trust, formed on October 29, 2024.\4\ The Trust will operate
pursuant to a trust agreement (the ``Trust Agreement''), as amended
and/or restated from time to time. CSC Delaware Trust Company, a
Delaware trust company, is the trustee of the Trust (the ``Trustee'').
The Trust is managed and controlled by 21Shares US LLC (the
``Sponsor''). A third party to be appointed by the Sponsor and/or the
Trustee will be the administrator of the Trust (the ``Administrator'').
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\4\ See Registration Statement on Form S-1, dated January 31,
2025 filed with the Commission on behalf of the Trust. The
descriptions of the Trust, the Shares, the Pricing Benchmark (as
defined below), and Trust's holdings contained herein are based, in
part, on information in the Registration Statement. The Registration
Statement in not yet effective and the Shares will not trade on the
Exchange until such time that the Registration Statement is
effective.
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The Trust is a passive investment vehicle that does not seek to
generate returns beyond tracking the price of DOT tokens, the native
token of the Polkadot Network (as defined below) (``DOT''). This means
the Sponsor does not speculatively sell DOT at times when its price is
high or speculatively acquire DOT at low prices in the expectation of
future price increases. It also means the Trust will not utilize
leverage, derivatives or any similar arrangements in seeking to meet
its investment objective. The Trust's investment objective is to seek
to track the performance of DOT, as measured by the performance of the
CME CF Polkadot--Dollar Reference Rate--New York Variant (``Pricing
Benchmark''), adjusted for the Trust's expenses and other liabilities.
The Pricing Benchmark is calculated by CF Benchmarks Ltd. (the
``Benchmark Provider'') based on an aggregation of executed trade flow
of major DOT trading platforms (``Constituent Exchanges''). The Pricing
Benchmark is designed to reflect the performance of DOT in U.S.
dollars. In seeking to achieve its investment objective, the Trust will
hold DOT and will value its Shares daily based on the Pricing
Benchmark. Coinbase Custody Trust Company, LLC (the ``DOT Custodian'')
is the DOT custodian for the Trust and will hold all of the Trust's DOT
on the Trust's behalf.
When the Trust sells or redeems its Shares, DOT will be transferred
into or out of the Trust, as applicable, in exchange for blocks of
10,000 Shares (a ``Basket'') that are based on the quantity of DOT
attributable to each Share of the Trust (net of accrued but unpaid
Sponsor Fees (defined below) and any accrued but unpaid extraordinary
expenses or liabilities).
[[Page 13806]]
Financial firms that are authorized to purchase Shares from or
redeem Shares to the Trust (known as ``Authorized Participants'')
purchase Shares by depositing cash in the Trust's account with the Cash
Custodian (as defined below). This will cause the Sponsor, on behalf of
the Trust, to automatically instruct a designated third party, who is
not an Authorized Participant but who may be an affiliate of an
Authorized Participant and with whom the Sponsor has entered into an
agreement on behalf of the Trust (a ``DOT Counterparty''), to (i)
purchase the amount of DOT equivalent in value to the cash deposit
amount associated with the order and (ii) deposit the resulting DOT
amount in the Trust's account with the DOT Custodian, resulting in the
Transfer Agent crediting the applicable amount of Shares to the
Authorized Participant.
When such an Authorized Participant redeems its Shares, the
Sponsor, on behalf of the Trust will direct the DOT Custodian to
transfer DOT to a DOT Counterparty, who will sell the DOT to be
executed, in the Sponsor's reasonable efforts, at the Pricing Benchmark
price used by the Trust to calculate NAV, taking into account any
spread, commissions, or other trading costs and deposit the cash
proceeds of such sale in the Trust's account with the Cash Custodian
for settlement with the Authorized Participant. Any slippage incurred
(including, but not limited to, any trading fees, spreads, or
commissions), on a cash equivalent basis, will be the responsibility of
the Authorized Participant and not of the Trust or Sponsor.
Authorized Participants will deliver only cash to create shares and
will receive only cash when redeeming Shares. Further, Authorized
Participants will not directly or indirectly purchase, hold, deliver,
or receive DOT as part of the creation or redemption process or
otherwise direct the Trust or a DOT Counterparty with respect to
purchasing, holding, delivering, or receiving DOT as part of the
creation or redemption process.
The DOT Counterparty is a designated third party with whom the
Sponsor has entered into an agreement on behalf of the Trust that will
deliver, receive or convert to U.S. dollars the DOT related to the
Authorized Participant's creation or redemption order. The Sponsor
performs extensive due diligence as part of its DOT Counterparty
selection and onboarding process. As part of this process, the Sponsor
assesses DOT Counterparty candidates against various criteria,
including those relating to candidates' (1) financials, (2) reputation,
(3) settlement history with the Sponsor, and (4) their regulatory
oversight. The Trust will create Shares by receiving DOT from a DOT
Counterparty that is not the Authorized Participant, and the Trust--not
the Authorized Participant--is responsible for selecting the DOT
Counterparty to deliver the DOT. Further, the DOT Counterparty will not
be acting as an agent of the Authorized Participant with respect to the
delivery of the DOT to the Trust or acting at the direction of the
Authorized Participant with respect to the delivery of the DOT to the
Trust. The DOT Counterparty is not contractually obligated to
participate in cash orders for creations or redemptions. The DOT
Counterparty reserves the right to refuse or to cancel any pending
creation or redemption order at any time before the Sponsor places a
purchase order.
According to the Registration Statement, the Trust is not an
investment company registered under the Investment Company Act of 1940,
as amended (the ``1940 Act''), and is not subject to regulation under
the 1940 Act. The Trust is not a commodity pool for purposes of the
Commodity Exchange Act of 1936, as amended (the ``CEA''), and the
Sponsor is not subject to regulation by the Commodity Futures Trading
Commission (the ``CFTC'') as a commodity pool operator or a commodity
trading advisor.
Neither the Trust, nor the Sponsor, nor the DOT Custodian, nor any
other person associated with the Trust will, directly or indirectly,
engage in action where any portion of the Trust's DOT is used to earn
additional DOT or generate rewards or other income. The Trust will not
acquire and will disclaim any incidental right (``IR'') or IR asset
received, for example as a result of forks or airdrops, and such assets
will not be taken into account for purposes of determining the Trust's
net asset value (``NAV'').
Investment Objective
According to the Registration Statement, the Trust's investment
objective is to seek to track the performance of DOT, as measured by
the Pricing Benchmark, adjusted for the Trust's expenses and other
liabilities. In seeking to achieve its investment objective, the Trust
will hold DOT and will value its Shares daily as of 4:00 p.m. ET based
on the Pricing Benchmark.
The Trust does not provide investors with direct exposure to DOT,
and an investment in the Trust is not a direct investment in DOT.
Rather, the Trust provides investors with the opportunity to indirectly
access the market for DOT through a traditional brokerage account
without the potential barriers to entry or risks involved with holding
or transferring DOT directly or acquiring it from a DOT spot market.
DOT and the Polkadot Network
According to the Registration Statement, DOT is a digital asset
that is created and transmitted through the operations of the
``Polkadot Network,'' an online, decentralized, distributed computing
platform that operates on a peer-to-peer basis. The Polkadot Network
uses a heterogeneous multi-chain to ensure the secure transfer and
authenticity of each DOT and hosts the public transaction ledger. This
central chain is known as the Relay Chain (the ``Relay Chain'') on
which all DOT is recorded. The Relay Chain is a decentralized digital
file, or ledger, that contains all the records of DOT and is stored in
multiple copies globally on the computers of users of the Polkadot
Network. DOT is mainly used for the functional mechanisms of the
Polkadot Network, including governance of updates, staking for network
operations, as the gas token of the network and bonding for Parachains
to secure a spot on the Relay Chain (see Technology and Operation,
below). Unlike bitcoin, there is no maximum amount of DOT that may be
outstanding. DOT is divisible to up to ten decimal places into units
named ``Plancks.''
DOT is ``stored'' on a blockchain and is linked to a unique digital
address, or wallet, that is associated with a public key and a private
key. The public key is used to generate the address that is available
to other users of the Polkadot Network. The address serves as the
location to which DOT can be transferred and from which DOT can be
sent. The private key authorizes the transfer or ``spending'' of DOT
from its associated public address. Ownership of DOT is established by
recording on the Relay Chain the unique address and the amount of DOT
held. The wallet thus holds the cryptographic keys associated with DOT,
rather than the DOT itself. DOT cannot be transferred by a holder
unless that holder provides the private key.
The Relay Chain is the decentralized, publicly distributed ledger
that holds DOT and the mechanism that allows people to exchange DOT.
All transactions on the Polkadot Network are recorded on the Relay
Chain. Like other blockchains, the Polkadot Relay Chain can be thought
of as a collective chain of digital signatures that reflect transaction
history. The Relay Chain is downloaded and stored, in whole or in part,
on the computers of each user of the Polkadot Network. The Relay Chain
[[Page 13807]]
is public and accessible to all, and includes a record of every DOT,
every transaction in DOT in order and every public address on the
Polkadot Network. Every computer on the Polkadot Network is a ``node'',
and collectively all of the nodes ensure that each new transaction in
DOT adheres to certain rules before it is added to the Relay Chain.
Transaction data is permanently recorded on the Relay Chain in data
files called ``blocks,'' which reflect transactions that have been
recorded and authenticated by Polkadot Network participants. Each newly
recorded block of transactions refers back to and ``connects'' with the
immediately preceding recorded block in the ledger. Each new block
records outstanding DOT transactions, and outstanding transactions are
settled and validated through such recording. Although there are size
limits to each block, the Relay Chain is designed to represent a
complete, transparent, secure and unbroken history of all the
transactions that have occurred on the Polkadot Network. The Polkadot
Network and associated software programs can view the Relay Chain to
determine the exact balance, if any, of DOT associated with any public
address listed on the Relay Chain.
DOT can be transferred in direct peer-to-peer transactions through
the direct sending of DOT over the Polkadot Network from one Polkadot
Network address to another.
DOT can be used as a means to conduct cross-border payments and to
pay other users of the Polkadot Network for goods and services under
what resembles a barter system. Consumers can also pay merchants and
other commercial businesses for goods or services through direct peer-
to-peer transactions on the Polkadot Network or through third-party
service providers.
DOT spot markets typically permit investors to open accounts with
the market and then purchase and sell DOT via websites or through
mobile applications. Prices for trades on DOT spot markets are
typically reported publicly. An investor opening a trading account on a
digital asset trading platform must deposit an accepted government-
issued currency into its account with the trading platform, or a
previously acquired digital asset, before they can purchase or sell
assets on the trading platform. The process of establishing an account
with a digital asset trading platform and trading DOT is different
from, and should not be confused with, the process of users sending DOT
from one DOT address to another DOT address on the Polkadot Network.
This latter process is an activity that occurs on the Polkadot Network,
while the former is an activity that occurs entirely within the order
book operated by the digital asset trading platform. The digital asset
trading platform typically records the investor's ownership of DOT in
its internal books and records, rather than on the Polkadot Network.
The digital asset trading platform ordinarily does not transfer DOT to
the investor on the Polkadot Network unless the investor makes a
request to the exchange to withdraw the DOT in its platform trading
account to an off-platform DOT wallet.
Outside of the spot markets, DOT can be traded OTC. The OTC market
is largely institutional in nature, and OTC market participants
generally consist of institutional entities, such as firms that offer
two-sided liquidity for DOT, investment managers, proprietary trading
firms, high-net-worth individuals that trade DOT on a proprietary
basis, entities with sizeable DOT holdings, and family offices. The OTC
market provides a relatively flexible market in terms of quotes, price,
quantity, and other factors, although it tends to involve large blocks
of DOT. The OTC market has no formal structure and no open-outcry
meeting place. Parties engaging in OTC transactions will agree upon a
price--often via phone or email--and then one of the two parties will
then initiate the transaction. For example, a seller of DOT could
initiate the transaction by sending the DOT to the buyer's DOT address.
The buyer would then wire U.S. dollars to the seller's bank account.
OTC trades are sometimes hedged and eventually settled with concomitant
trades on digital asset trading platforms.
Pricing Benchmark
According to the Registration Statement, the net assets of the
Trust and its Shares are valued on a daily basis with reference to the
Pricing Benchmark, a standardized reference rate published by the
Benchmark Provider, which is designed to reflect the performance of DOT
in U.S. dollars. The Pricing Benchmark is calculated daily and
aggregates the notional value of DOT trading activity across major DOT
spot exchanges. The Benchmark Provider is the administrator of the
Pricing Benchmark. The Trust also uses the Pricing Benchmark to
calculate its NAV, which is the aggregate U.S. Dollar value of DOT in
the Trust, based on the Pricing Benchmark, less its liabilities and
expenses. ``NAV per Share'' is calculated by dividing NAV by the number
of Shares currently outstanding.
The Pricing Benchmark was created to facilitate financial products
based on DOT and provides a USD-denominated reference rate for the spot
price of DOT. The Pricing Benchmark leverages real-time prices from
multiple Constituent Exchanges to provide a representative spot price.
Each constituent exchange is weighted proportionally to its trailing
24-hour liquidity with adjustments for price variance and inactivity.
The Sponsor believes that the use of the Pricing Benchmark is
reflective of a reasonable valuation of the average spot price of DOT
and that resistance to manipulation is a priority aim of its design
methodology. The methodology: (i) takes an observation period and
divides it into equal partitions of time; (ii) then calculates the
volume-weighted median of all transactions within each partition; and
(iii) the value is determined from the arithmetic mean of the volume-
weighted medians, equally weighted. By employing the foregoing steps,
the Pricing Benchmark thereby seeks to ensure that transactions in DOT
conducted at outlying prices do not have an undue effect on the value
of a specific partition, large trades or clusters of trades transacted
over a short period of time will not have an undue influence on the
benchmark level, and the effect of large trades at prices that deviate
from the prevailing price are mitigated from having an undue influence
on the benchmark level.
In addition, the Sponsor notes that an oversight function is
implemented by the Benchmark Provider in seeking to ensure that the
Pricing Benchmark is administered through codified policies for Pricing
Benchmark integrity, which include a conflicts of interest policy, a
control framework, an accountability framework, and an input data
policy. It is also subject to the UK Benchmark Regulation (``BMR''),
compliance with which regulations has been subject to a Limited
Assurance Audit under the ISAE 3000 standards of September 12, 2022.
The Sponsor has selected the Pricing Benchmark for its quality and
rigor as well as its broad, well-balanced universe, which the Sponsor
believes best reflects the market price of DOT.
As of the date of this filing, the Constituent Exchanges included
in the Pricing Benchmark that is utilized by the Trust are Kraken and
Coinbase. As of March 2, 2025, Coinbase makes up 80% of the volume of
the Pricing Benchmark, with Kraken holding the remaining 20%. Coinbase
provides a platform for people to engage with digital assets through
trading, staking, and other activities. As of December 31, 2024,
Coinbase had an annual trading
[[Page 13808]]
volume of $1,162,000,000,000. Kraken also provides a platform for
people to engage with digital assets with accessible trading and
investment options. As of December 31, 2024, Kraken had an annual
trading volume of $665,000,000,000.
Net Asset Value
The Administrator daily calculates the Trust's NAV (which means the
total assets of the Trust including, but not limited to, all DOT and
cash less total liabilities of the Trust) and NAV per Share once each
Exchange trading day. The Administrator calculates the NAV of the Trust
once each Exchange trading day. The NAV for a normal trading day will
be released after 4:00 p.m. Eastern Time (``ET''). Trading during the
regular market session on the Exchange closes at 4:00 p.m. ET. However,
NAVs are not officially struck until later in the day (often by 5:30
p.m. ET and almost always by 8:00 p.m. EST). The pause between 4:00
p.m. ET and 5:30 p.m. ET (or later) provides an opportunity for the
Administrator to algorithmically detect, flag, investigate, and correct
unusual pricing should it occur. If the Pricing Benchmark is not
available, or if the Sponsor determines in good faith that the Pricing
Benchmark does not reflect an accurate DOT price, then the Sponsor will
employ an alternative method to determine the fair value of the Trust's
assets.\5\
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\5\ Such alternative method will only be employed on an ad hoc
basis. Any permanent change to the calculation of the NAV would
require a proposed rule change under Rule 19b-4.
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Availability of Information and Intraday Indicative Value
In addition to the price transparency of the Index, the Trust will
provide information regarding the Trust's DOT holdings as well as
additional data regarding the Trust. The website for the Trust, which
will be publicly accessible at no charge, will contain the following
information: (a) the prior business day's NAV per Share; (b) the prior
business day's Nasdaq official closing price; (c) calculation of the
premium or discount of such Exchange official closing price against
such NAV per Share; (d) data in chart form displaying the frequency
distribution of discounts and premiums of the Exchange's official
closing price against the NAV, within appropriate ranges for each of
the four previous calendar quarters (or for the life of the Trust, if
shorter); (e) the prospectus; and (f) other applicable quantitative
information. The Trust will also disseminate the Trust's holdings on a
daily basis on the Trust's website. Quotation and last sale information
regarding the Shares will be disseminated through the facilities of the
relevant securities information processor.
The intraday indicative value (``IIV'') will be calculated by using
the prior day's closing NAV per Share as a base and updating that value
during the Exchange's regular market session of 9:30 a.m. to 4:00 p.m.
ET (the ``Regular Market Session'') to reflect changes in the value of
the Trust's DOT holdings during the trading day. The IIV disseminated
during the Regular Market Session should not be viewed as an actual
real-time update of the NAV, because NAV per Share is calculated only
once at the end of each trading day based upon the relevant end-of-day
values of the Trust's investments. The IIV will be widely disseminated
on a per-Share basis every 15 seconds during the Regular Market Session
through the facilities of the relevant securities information processor
by market data vendors. In addition, the IIV will be available through
online information services, such as Bloomberg and Reuters.
Quotation and last sale information for DOT is disseminated through
a variety of major market data vendors. Information related to trading,
including price and volume information, in DOT is available from major
market data vendors and from the trading platforms on which DOT are
traded. The normal trading hours for DOT trading platforms are 24 hours
per day, 365 days per year.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's Nasdaq official closing price and trading
volume information for the Shares will be published daily in the
financial section of newspapers.
Custody of the Trust's DOT
The DOT Custodian will keep custody of the Trust's DOT. The
transfer of DOT to and from DOT Counterparties is directed by the
Sponsor.
The DOT Custodian carefully considers the design of the physical,
operational, and cryptographic systems for secure storage of the
Trust's private keys in an effort to lower the risk of loss or theft.
The DOT Custodian utilizes a variety of security measures to ensure
that private keys necessary to transfer digital assets remain
uncompromised and that the Trust maintains exclusive ownership of its
assets. The operational procedures of the DOT Custodian are reviewed by
third-party advisors with specific expertise in physical security. The
devices that store the keys will never be connected to the internet or
any other public or private distributed network--this is colloquially
known as ``cold storage.'' Only specific individuals are authorized to
participate in the custody process, and no individual acting alone will
be able to access or use any of the private keys. The DOT Custodian
will maintain the Trust's DOT in segregated accounts that clearly
identify the Trust as owner of the account and assets held in that
account; the segregation will be both from the proprietary property of
the DOT Custodian and the assets of any other customer.
Creation and Redemption of Shares
According to the Registration Statement, the Trust creates and
redeems Shares from time to time, but only in one or more Baskets.
Baskets are only made in exchange for delivery to the Trust or the
distribution by the Trust of the amount of cash equivalent to the
amount of DOT represented by the Baskets being created or redeemed, the
amount of which is based on the quantity of DOT attributable to each
Share of the Trust (net of accrued but unpaid Sponsor fees and any
accrued but unpaid extraordinary expenses or liabilities) being created
or redeemed determined as of 4:00 p.m. ET on the day the order to
create or redeem Baskets is properly received.
Authorized Participants are the only persons that may place orders
to create and redeem Baskets. Authorized Participants must be (1)
registered broker-dealers or other securities market participants, such
as banks and other financial institutions, which are not required to
register as broker-dealers to engage in securities transactions
described below, and (2) DTC Participants.
Authorized Participants will deliver only cash to create shares and
will receive only cash when redeeming Shares. Further, Authorized
Participants will not directly or indirectly purchase, hold, deliver,
or receive DOT as part of the creation or redemption process or
otherwise direct the Trust or a DOT Counterparty with respect to
purchasing, holding, delivering, or receiving DOT as part of the
creation or redemption process.
The DOT Counterparty is a designated third party with whom the
Sponsor has entered into an agreement on behalf of the Trust that will
deliver, receive or convert to U.S. dollars the DOT related to the
Authorized Participant's creation or redemption order. The Sponsor
performs extensive due diligence as part
[[Page 13809]]
of its DOT Counterparty selection and onboarding process. As part of
this process, the Sponsor assesses DOT Counterparty candidates against
various criteria, including those relating to candidates' (1)
financials, (2) reputation, (3) settlement history with the Sponsor,
and (4) their regulatory oversight. The Trust will create Shares by
receiving DOT from a DOT Counterparty that is not the Authorized
Participant, and the Trust--not the Authorized Participant--is
responsible for selecting the DOT Counterparty to deliver the DOT.
Further, the DOT Counterparty will not be acting as an agent of the
Authorized Participant with respect to the delivery of the DOT to the
Trust or acting at the direction of the Authorized Participant with
respect to the delivery of the DOT to the Trust.
The Trust will redeem Shares by delivering DOT to a DOT
Counterparty that is not the Authorized Participant and the Trust--not
the Authorized Participant--is responsible for selecting the DOT
Counterparty to receive the DOT. Further, the DOT Counterparty will not
be acting as an agent of the Authorized Participant with respect to the
receipt of the DOT from the Trust.
Each Authorized Participant will be required to be registered as a
broker-dealer under the Exchange Act and a member in good standing with
FINRA, or exempt from being or otherwise not required to be licensed as
a broker-dealer or a member of FINRA, and will be qualified to act as a
broker or dealer in the states or other jurisdictions where the nature
of its business so requires. Certain Authorized Participants may also
be regulated under federal and state banking laws and regulations. Each
Authorized Participant has its own set of rules and procedures,
internal controls and information barriers as it determines is
appropriate in light of its own regulatory regime.
According to the Registration Statement, on any business day, an
Authorized Participant may place an order to create one or more Baskets
via a cash transaction. Purchase orders must be placed by 12:00 p.m.
ET, the close of regular trading on the Exchange, or another time
determined by the Sponsor. The day on which an order is received by the
Transfer Agent is considered the purchase order date. The total deposit
of cash required is based on the combined NAV of the number of Shares
included in the Baskets being created determined as of 4:00 p.m. ET on
the date the order to purchase is properly received. The Administrator
determines the quantity of DOT associated with a Basket for a given day
by dividing the number of DOT held by the Trust as of the opening of
business on that business day, adjusted for the amount of DOT
constituting estimated accrued but unpaid fees and expenses of the
Trust as of the opening of business on that business day, by the
quotient of the number of Shares outstanding at the opening of business
divided by the number of Shares in a Basket.
The procedures by which an authorized participant can redeem one or
more Baskets mirror the procedures for the creation of Baskets.
The Sponsor will maintain ownership and control of DOT in a manner
consistent with good delivery requirements for spot commodity
transactions.
Applicable Standard
The Commission has historically approved or disapproved exchange
filings to list and trade series of Trust Issued Receipts, including
spot-based Commodity-Based Trust Shares, on the basis of whether the
listing exchange has in place a comprehensive surveillance sharing
agreement with a regulated market of significant size related to the
underlying commodity to be held.\6\ The Commission has also
consistently recognized, however, that this is not the exclusive means
by which an ETP listing exchange can meet this statutory obligation.\7\
A listing exchange could, alternatively, demonstrate that ``other means
to prevent fraudulent and manipulative acts and practices will be
sufficient'' to justify dispensing with a surveillance-sharing
agreement with a regulated market of significant size.
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\6\ See Securities Exchange Act Release Nos. 78262 (July 8,
2016), 81 FR 78262 (July 14, 2016) (the ``Winklevoss Proposal'').
The Winklevoss Proposal was subsequently disapproved by the
Commission. See Securities Exchange Act Release No. 83723 (July 26,
2018), 83 FR 37579 (August 1, 2018) (the ``Winklevoss Order'').
Prior orders from the Commission have pointed out that in every
prior approval order for Commodity-Based Trust Shares, there has
been a derivatives market that represents the regulated market of
significant size, generally a Commodity Futures Trading Commission
(the ``CFTC'') regulated futures market. Further to this point, the
Commission's prior orders have noted that the spot commodities and
currency markets for which it has previously approved spot ETPs are
generally unregulated and that the Commission relied on the
underlying futures market as the regulated market of significant
size that formed the basis for approving the series of Currency and
Commodity-Based Trust Shares, including gold, silver, platinum,
palladium, copper, and other commodities and currencies. The
Commission specifically noted in the Winklevoss Order that the
approval order issued related to the first spot gold ETP ``was based
on an assumption that the currency market and the spot gold market
were largely unregulated.'' See Winklevoss Order at 37592. As such,
the regulated market of significant size test does not require that
the spot market be regulated in order for the Commission to approve
this proposal, and precedent makes clear that an underlying market
for a spot commodity or currency being a regulated market would
actually be an exception to the norm. These largely unregulated
currency and commodity markets do not provide the same protections
as the markets that are subject to the Commission's oversight, but
the Commission has consistently looked to surveillance sharing
agreements with the underlying futures market in order to determine
whether such products were consistent with the Act. See Securities
Exchange Act No. 99306 (January 10, 2024), 89 FR 3008 (January 17,
2024) (Self-Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq
Stock Market LLC; Cboe BZX Exchange, Inc.; 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) (the ``Spot Bitcoin ETP Approval
Order''); 100224 (May 23, 2024), 89 FR 46937 (May 30, 2024) (Self-
Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq Stock Market
LLC; Cboe BZX Exchange, Inc.; Order Granting Accelerated Approval of
Proposed Rule Changes, as Modified by Amendments Thereto, To List
and Trade Shares of Ether-Based Exchange-Traded Products) (the
``Spot ETH ETP Approval Order'').
\7\ See Winklevoss Order, 83 FR at 37580; see Spot Bitcoin ETP
Approval Order, 89 FR at 3009; see Spot ETH ETP Approval Order 89 FR
at 46938.
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The Commission has issued orders granting approval for proposals to
list bitcoin- and ether-based commodity trust shares and bitcoin- and
ether-based trust issued receipts (these proposed funds are nearly
identical to the Trust, but proposed to hold bitcoin and ether,
respectively, instead of DOT) (``Spot Bitcoin ETPs'' and ``Spot ETH
ETPs''). In both the Spot Bitcoin ETP Approval Order and Spot ETH ETP
Approval Order, the Commission found that sufficient ``other means'' of
preventing fraud and manipulation had been demonstrated that justified
dispensing with a surveillance-sharing agreement with a market of
significant size. Specifically, the Commission found that while the
Chicago Mercantile Exchange (``CME'') futures market for both bitcoin
and ether were not of ``significant size'' with respect to the spot
market, the Exchange demonstrated that other means could be reasonably
expected to assist in surveilling for fraudulent and manipulative acts
and practices in the specific context of the proposals.
As further discussed below, both the Exchange and the Sponsor
believe that this proposal and the analysis to be included are
sufficient to establish that there are sufficient ``other means'' of
preventing fraud and manipulation that warrant dispensing of the
surveillance-sharing agreement with a regulated market of significant
size, as was done with both Spot Bitcoin ETPs and Spot ETH ETPs, and
that this proposal should be approved.
The Commission has approved numerous series of Trust Issued
Receipts,\8\ including Commodity-Based
[[Page 13810]]
Trust Shares,\9\ to be listed on U.S. national securities exchanges. In
order for any proposed rule change from an exchange to be approved, the
Commission must determine that, among other things, the proposal is
consistent with the requirements of Section 6(b)(5) of the Act,
specifically including: (i) the requirement that a national securities
exchange's rules are designed to prevent fraudulent and manipulative
acts and practices; and (ii) the requirement that an exchange proposal
be designed, in general, to protect investors and the public interest.
The Exchange believes that this proposal is consistent with the
requirements of Section 6(b)(5) of the Act.
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\8\ Pursuant to Nasdaq Rule 5720(a), the term ``Trust Issued
Receipt'' means a security (a) that is issued by a trust which holds
specified securities deposited with the trust; (b) that, when
aggregated in some specified minimum number, may be surrendered to
the trust by the beneficial owner to receive the securities; and (c)
that pays beneficial owners dividends and other distributions on the
deposited securities, if any are declared and paid to the trustee by
an issuer of the deposited securities
\9\ Pursuant to Nasdaq Rule 5711(d)(iv), the term ``Commodity-
Based Trust Shares'' means a security (1) that is issued by a trust
that holds (a) a specified commodity deposited with the trust, or
(b) a specified commodity and, in addition to such specified
commodity, cash; (2) that is issued by such trust in a specified
aggregate minimum number in return for a deposit of a quantity of
the underlying commodity and/or cash; and (3) that, when aggregated
in the same specified minimum number, may be redeemed at a holder's
request by such trust which will deliver to the redeeming holder the
quantity of the underlying commodity and/or cash.
---------------------------------------------------------------------------
As noted above, the Commission has recognized that the ``regulated
market of significant size'' standard is not the only means for
satisfying Section 6(b)(5) of the Act, specifically providing that a
listing exchange could demonstrate that ``other means to prevent
fraudulent and manipulative acts and practices'' are sufficient to
justify dispensing with the requisite surveillance-sharing
agreement.\10\ For example, in approving the Spot Bitcoin ETPs, the
Commission found that there were ``sufficient `other means' of
preventing fraud and manipulation,'' including that:
---------------------------------------------------------------------------
\10\ See Winklevoss Order at 37580. The Commission has also
specifically noted that it ``is not applying a `cannot be
manipulated' standard; instead, the Commission is examining whether
the proposal meets the requirements of the Exchange Act and,
pursuant to its Rules of Practice, places the burden on the listing
exchange to demonstrate the validity of its contentions and to
establish that the requirements of the Exchange Act have been met.''
Id. at 37582.
[B]ased on the record before the Commission and the improved
quality of the correlation analysis in the record, including the
Commission's own analysis, the Commission is able to conclude that
fraud or manipulation that impacts prices in spot bitcoin markets
would likely similarly impact CME bitcoin futures prices. And
because the CME's surveillance can assist in detecting those impacts
on CME bitcoin futures prices, the Exchanges' comprehensive
surveillance-sharing agreement with the CME--a U.S. regulated market
whose bitcoin futures market is consistently highly correlated to
spot bitcoin, albeit not of ``significant size'' related to spot
bitcoin--can be reasonably expected to assist in surveilling for
fraudulent and manipulative acts and practices in the specific
context of the [Spot Bitcoin ETPs].\11\
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\11\ See Securities Exchange Act Release No. 99306 (January 10,
2024), 89 FR 3008 (January 17, 2024) (Order Granting Accelerated
Approval of Proposed Rule Changes, as Modified by Amendments
Thereto, To List and Trade Shares of Bitcoin-Based Commodity-Based
Trust Shares and Trust Units). The SEC made substantially similar
findings in the approval order for Spot ETH ETPs. See Securities
Exchange Act Release No. 100224 (May 23, 2024), 89 FR 46937 (May 30,
2024) (Order Granting Accelerated Approval of Proposed Rule Changes,
as Modified by Amendments Thereto, To List and Trade Shares of
Ether-Based Exchange-Traded Products).
Today, Coinbase Derivatives, LLC (``Coinbase Derivatives'') offers
trading in DOT futures. Nasdaq has a comprehensive surveillance-sharing
agreement with Coinbase Derivatives via its common membership in the
Intermarket Surveillance Group (``ISG'').\12\ This facilitates the
sharing of information that is available to Coinbase Derivatives
through its surveillance of its markets, including its surveillance of
Coinbase Derivatives' DOT futures market. Similar to the Spot Bitcoin
and Spot ETH ETPs previously approved by the SEC, Nasdaq's ability to
obtain information regarding trading in the DOT futures from other
markets that are members of the ISG (specifically Coinbase Derivatives)
would assist Nasdaq in detecting and deterring misconduct.
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\12\ For a list of the current members and affiliate members of
ISG, see https://isgportal.org/public-members.
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Initial and Continued Listing
The Shares will be subject to Nasdaq Rule 5711(d)(vi), which sets
forth the initial and continued listing criteria applicable to
Commodity-Based Trust Shares. The Exchange will obtain a representation
that the Trust's NAV per Share will be calculated daily and will be
made available to all market participants at the same time. A minimum
of 40,000 Shares will be required to be outstanding at the time of
commencement of trading on the Exchange. Upon termination of the Trust,
the Shares will be removed from listing. The Trustee will be a trust
company having substantial capital and surplus and the experience and
facilities for handling corporate trust business, as required under
Nasdaq Rule 5711(d)(vi)(D) and no change will be made to the Trustee
without prior notice to and approval of the Exchange.
As required in Nasdaq Rule 5711(d)(viii), the Exchange notes that
any registered market maker (``Market Maker'') in the Shares must file
with the Exchange, in a manner prescribed by the Exchange, and keep
current a list identifying all accounts for trading the underlying
commodity, related futures or options on futures, or any other related
derivatives, which the registered Market Maker may have or over which
it may exercise investment discretion. No registered Market Maker in
the Shares shall trade in the underlying commodity, related futures or
options on futures, or any other related derivatives, in an account in
which a registered Market Maker, directly or indirectly, controls
trading activities, or has a direct interest in the profits or losses
thereof, which has not been reported to the Exchange as required by
Nasdaq Rule 5711(d). In addition to the existing obligations under
Exchange rules regarding the production of books and records, the
registered Market Maker in the Shares shall make available to the
Exchange such books, records or other information pertaining to
transactions by such entity or any limited partner, officer or approved
person thereof, registered or non-registered employee affiliated with
such entity for its or their own accounts in the underlying commodity,
related futures or options on futures, or any other related
derivatives, as may be requested by the Exchange.
The Exchange is able to obtain information regarding trading in the
Shares and the underlying DOT, DOT futures contracts, or any other DOT
derivative through members acting as registered Market Makers, in
connection with their proprietary or customer trades.
As a general matter, the Exchange has regulatory jurisdiction over
its members, and their associated persons. The Exchange also has
regulatory jurisdiction over any person or entity controlling a member,
as well as a subsidiary or affiliate of a member that is in the
securities business. A subsidiary or affiliate of a member organization
that does business only in commodities would not be subject to Exchange
jurisdiction, but the Exchange could obtain information regarding the
activities of such subsidiary or affiliate through surveillance sharing
agreements with regulatory organizations of which such subsidiary or
affiliate is a member.
[[Page 13811]]
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. The Exchange will
allow trading in the Shares from 4:00 a.m. to 8:00 p.m. ET. The
Exchange has appropriate rules to facilitate transactions in the Shares
during all trading sessions. The Shares of the Trust will conform to
the initial and continued listing criteria set forth in Nasdaq Rule
5711(d) and will comply with the requirements of Rule 10A-3 of the Act.
Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. The Exchange will halt trading in the Shares
under the conditions specified in Nasdaq Rules 4120 and 4121, including
without limitation the conditions specified in Nasdaq Rule 4120(a)(9)
and (10) and the trading pauses under Nasdaq Rules 4120(a)(11) and
(12).
Trading may be halted because of market conditions or for reasons
that, in the view of the Exchange, make trading in the Shares
inadvisable. These may include: (1) the extent to which trading is not
occurring in the DOT underlying the Shares; or (2) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present.
If the IIV or the value of the Index is not being disseminated as
required, the Exchange may halt trading during the day in which the
interruption to the dissemination of the IIV or the value of the Index
occurs. If the interruption to the dissemination of the IIV or the
value of the Index persists past the trading day in which it occurred,
the Exchange will halt trading no later than the beginning of the
trading day following the interruption.
In addition, if the Exchange becomes aware that the NAV per Share
with respect to the Shares is not disseminated to all market
participants at the same time, it will halt trading in the Shares until
such time as the NAV per Share is available to all market participants.
Surveillance
The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. The surveillance
program includes real-time patterns for price and volume movements and
post-trade surveillance patterns (e.g., spoofing, marking the close,
pinging, phishing). Trading of Shares on the Exchange will be subject
to the Exchange's surveillance program for derivative products, as well
as cross-market surveillances administered by FINRA, on behalf of the
Exchange pursuant to a regulatory services agreement, which are also
designed to detect violations of Exchange rules and applicable federal
securities laws. The Exchange is responsible for FINRA's performance
under this regulatory services agreement.
The Exchange will require the Trust to represent to the Exchange
that it will advise the Exchange of any failure by the Trust to comply
with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Exchange Act, the Exchange
will surveil for compliance with the continued listing requirements. If
the Trust is not in compliance with the applicable listing
requirements, the Exchange will commence delisting procedures under the
Nasdaq 5800 Series. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees.
The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares with other
markets and other entities that are members of the ISG, and the
Exchange or FINRA, on behalf of the Exchange, or both, may obtain
trading information regarding trading in the Shares and listed DOT
futures from such markets and other entities. The Exchange also may
obtain information regarding trading in the Shares, listed DOT futures
via the ISG, from other exchanges who are members or affiliates of the
DOT, or with which the Exchange has entered into a comprehensive
surveillance sharing agreement.
Information Circular
Prior to the commencement of trading, the Exchange will inform its
members in an information circular (``Information Circular'') of the
special characteristics and risks associated with trading the Shares.
Specifically, the Information Circular will discuss the following: (1)
the procedures for creations and redemptions of Shares in Baskets (and
that Shares are not individually redeemable); (2) Section 10 of Nasdaq
General Rule 9, which imposes suitability obligations on Nasdaq members
with respect to recommending transactions in the Shares to customers;
(3) how information regarding the IIV and NAV is disseminated; (4) the
risks involved in trading the Shares during the pre-market and post-
market sessions when an updated IIV will not be calculated or publicly
disseminated; (5) the requirement that members deliver a prospectus to
investors purchasing newly issued Shares prior to or concurrently with
the confirmation of a transaction; and (6) trading information. The
Information Circular will also discuss any exemptive, no action and
interpretive relief granted by the Commission from any rules under the
Act.
The Information Circular will also reference the fact that there is
no regulated source of last sale information regarding DOT, that the
Commission has no jurisdiction over the trading of DOT as a commodity.
Additionally, the Information Circular will reference that the
Trust is subject to various fees and expenses described in the
Registration Statement. The Information Circular will also disclose the
trading hours of the Shares. The Information Circular will disclose
that information about the Shares will be publicly available on the
Trust's website.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ in particular, in that it is designed to
promote just and equitable principles of trade, 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.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission has approved numerous series of Trust Issued
Receipts, including Commodity-Based Trust Shares, to be listed on U.S.
national securities exchanges. In order for any proposed rule change
from an exchange to be approved, the Commission must determine that,
among other things, the proposal is consistent with the requirements of
Section 6(b)(5) of the Act, specifically including: (i) the requirement
that a national securities exchange's rules are designed to prevent
fraudulent and manipulative acts and practices; and (ii) the
requirement that an exchange proposal be designed, in general, to
protect investors and the public interest. The Exchange believes that
this proposal is consistent with the
[[Page 13812]]
requirements of Section 6(b)(5) of the Act.
As noted above, the Commission has recognized that the ``regulated
market of significant size'' standard is not the only means for
satisfying Section 6(b)(5) of the act, specifically providing that a
listing exchange could demonstrate that ``other means to prevent
fraudulent and manipulative acts and practices'' are sufficient to
justify dispensing with the requisite surveillance-sharing agreement
with the underlying spot market. The Exchange and Sponsor believe that
such conditions are present. As discussed above, in approving the Spot
Bitcoin ETPs, the Commission found that there were ``sufficient `other
means' of preventing fraud and manipulation,'' including that:
[B]ased on the record before the Commission and the improved
quality of the correlation analysis in the record, including the
Commission's own analysis, the Commission is able to conclude that
fraud or manipulation that impacts prices in spot bitcoin markets
would likely similarly impact CME bitcoin futures prices. And
because the CME's surveillance can assist in detecting those impacts
on CME bitcoin futures prices, the Exchanges' comprehensive
surveillance-sharing agreement with the CME--a U.S. regulated market
whose bitcoin futures market is consistently highly correlated to
spot bitcoin, albeit not of ``significant size'' related to spot
bitcoin--can be reasonably expected to assist in surveilling for
fraudulent and manipulative acts and practices in the specific
context of the [Spot Bitcoin ETPs].\15\
---------------------------------------------------------------------------
\15\ See Securities Exchange Act Release No. 99306 (January 10,
2024), 89 FR 3008 (January 17, 2024) (Order Granting Accelerated
Approval of Proposed Rule Changes, as Modified by Amendments
Thereto, To List and Trade Shares of Bitcoin-Based Commodity-Based
Trust Shares and Trust Units). The SEC made substantially similar
findings in the approval order for spot ether ETPs. See Securities
Exchange Act Release No. 100224 (May 23, 2024), 89 FR 46937 (May 30,
2024) (Order Granting Accelerated Approval of Proposed Rule Changes,
as Modified by Amendments Thereto, To List and Trade Shares of
Ether-Based Exchange-Traded Products).
As discussed above, Coinbase Derivatives offers trading in DOT
futures. Nasdaq has a comprehensive surveillance-sharing agreement with
Coinbase Derivatives via its common membership in ISG, which
facilitates the sharing of information that is available to Coinbase
Derivatives through its surveillance of its markets, including its
surveillance of Coinbase Derivatives' DOT futures market. Similar to
the Spot Bitcoin and Spot ETH ETPs previously approved by the SEC,
Nasdaq's ability to obtain information regarding trading in the DOT
futures from other markets that are members of the ISG (specifically
Coinbase Derivatives) would assist Nasdaq in detecting and deterring
misconduct.
The Exchange further believes that the proposed rule change is
designed to prevent fraudulent and manipulative acts and practices and
to protect investors and the public interest in that the Shares will be
listed and traded on the Exchange pursuant to the initial and continued
listing criteria set forth in Nasdaq Rule 5711(d). The Exchange has in
place surveillance procedures that are adequate to properly monitor
trading in the Shares in all trading sessions and to deter and detect
violations of Exchange rules and applicable federal securities laws. As
discussed above, the surveillance program includes real-time patterns
for price and volume movements and post-trade surveillance patterns
(e.g., spoofing, marking the close, pinging, phishing). Trading of
Shares on the Exchange will be subject to the Exchange's surveillance
program for derivative products, as well as cross-market surveillances
administered by FINRA, on behalf of the Exchange pursuant to a
regulatory services agreement, which are also designed to detect
violations of Exchange rules and applicable federal securities laws.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
The Exchange will require the Trust to represent to the Exchange
that it will advise the Exchange of any failure by the Trust to comply
with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Exchange Act, the Exchange
will surveil for compliance with the continued listing requirements. If
the Trust is not in compliance with the applicable listing
requirements, the Exchange will commence delisting procedures under the
Nasdaq 5800 Series. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees.
The Exchange will communicate as needed regarding trading in the
Shares with other markets and other entities that are members of the
ISG, and the Exchange may obtain trading information regarding trading
in the Shares and listed DOT futures from such markets and other
entities.
Trading in Shares of the Trust will be halted if the circuit
breaker parameters have been reached or because of market conditions or
for reasons that, in the view of the Exchange, make trading in the
Shares inadvisable. These may include unusual conditions or
circumstances detrimental to the maintenance of a fair and orderly
market.
The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
Shares that will enhance competition among market participants, to the
benefit of investors and the marketplace.
For all the above reasons, the Exchange believes that the proposed
rule change is consistent with the requirements of Section 6(b)(5) of
the Act.
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. The Exchange notes that the
proposed rule change rather will facilitate the listing and trading of
an additional exchange-traded product that will enhance competition
among both market participants and listing venues, to the benefit of
investors and the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (a) by order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be 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 [email protected]. Please include
file number SR-NASDAQ-2025-029 on the subject line.
[[Page 13813]]
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-NASDAQ-2025-029. 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-NASDAQ-2025-029 and should
be submitted on or before April 16, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-05045 Filed 3-25-25; 8:45 am]
BILLING CODE 8011-01-P