[Federal Register Volume 90, Number 179 (Thursday, September 18, 2025)]
[Notices]
[Pages 45089-45097]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-18047]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103973; File No. SR-NASDAQ-2025-056]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Amendment No. 2 to Proposed Rule Change To Adopt
Generic Listing Standards for Commodity-Based Trust Shares Under Rule
5711(d)
September 15, 2025.
On July 30, 2025, the Nasdaq Stock Market LLC (``Exchange'' or
``Nasdaq'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend Nasdaq Rule 5711(d) to
adopt generic listing standards for Commodity-Based Trust Shares. The
proposed rule change was published for comment in the Federal Register
on August 4, 2025.\3\ On August 27, 2025, the Exchange filed with the
Commission Amendment No. 1 to the proposed rule change, which replaced
and superseded the proposed rule change in its entirety. On September
10, 2025, the Exchange filed with the Commission Amendment No. 2 to the
proposed rule change as described in Items I and II below, which Items
have been prepared by the Exchange. Amendment No. 2 replaces and
supersedes the proposed rule change, as modified by Amendment No. 1.
The Commission is publishing this
[[Page 45090]]
notice to solicit comments on the proposed rule change, as modified by
Amendment No. 2, from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 103596 (July 30,
2025), 90 FR 36461. Comments received on the proposed rule change
are available at: https://www-draft.sec.gov/comments/sr-nasdaq-2025-056/srnasdaq2025056.htm.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Rule 5711(d) to adopt generic
listing standards for Commodity-Based Trust Shares (as defined below).
This Amendment No. 2 supersedes Amendment No. 1 in its entirety.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, and at the principal office of the Exchange.
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 Rule 5711(d) to adopt generic
listing standards for Commodity-Based Trust Shares.\4\ Effectively, the
proposed rule change will allow the Exchange to approve the listing and
trading of certain qualifying exchange-traded products (``ETPs'') that
physically hold commodities like precious metals and digital asset
commodities on the Exchange without the need to submit a proposed rule
change with the Commission for each new product.\5\
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\4\ The Exchange is working on a separate rule proposal to add
quantitative metrics as additional eligibility criteria for the
generic listing of Commodity-Based Trust Shares that it plans to
file subsequent to this proposal.
\5\ As discussed later in this filing, Commodity-Based Trust
Shares will also be expanded to allow for the ETP to hold not just
physical commodities, but also commodity-based assets like commodity
futures and securities.
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Under the Exchange's current rules, a proposed rule change must be
filed with the SEC for the listing and trading of each new series of
Commodity-Based Trust Shares.\6\ The Exchange believes that the
proposed generic listing rules, as described below, will facilitate
efficient procedures for ETPs that would be eligible under these rules.
Consistent with Exchange-Traded Fund Shares, Index Fund Shares, and
Managed Fund Shares listed under the generic listing standards in Rules
5704, 5705(b), and 5735, respectively, series of Commodity-Based Trust
Shares that meet the proposed standards in Rule 5711(d) would be
permitted to be listed and traded on the Exchange without the Exchange
being required to submit a rule filing pursuant to Section 19(b) of the
Act.
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\6\ Currently, the SEC has approved a number of spot bitcoin and
spot ether ETPs, including ETPs that hold both spot bitcoin and spot
ether. See e.g., Securities Exchange Act Nos. 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) (``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) (``Spot ETH ETP Approval Order''); and 101998 (December
19, 2024), 89 FR 106707 (December 30, 2024) (Self-Regulatory
Organizations; The Nasdaq Stock Market LLC; Cboe BZX Exchange, Inc.;
Order Granting Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To List and Trade Shares of the Hashdex Nasdaq
Crypto Index US ETF and Granting Accelerated Approval of a Proposed
Rule Change, as Modified by Amendment No. 1, To List and Trade
Shares of the Franklin Crypto Index ETF, a Series of the Franklin
Crypto Trust) (``Dual Bitcoin and Ether ETP Approval Order'').
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Background
Rule 5711(d) currently sets forth rules related to the listing and
trading of Commodity-Based Trust Shares.\7\ The term ``Commodity-Based
Trust Shares'' is currently defined in Rule 5711(d)(iv)(A) as a
security:
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\7\ 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) (``Approval Order'').
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that is issued by a trust that holds (a) a specified
commodity \8\ deposited with the trust, or (b) a specified commodity
and, in addition to such specified commodity, cash;
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\8\ The term ``commodity'' is defined in Section 1a(9) of the
Commodity Exchange Act. See current Rule 5711(d)(iv)(B).
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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
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.
All Commodity-Based Trust Shares listed and/or traded pursuant to
Rule 5711(d) (including pursuant to unlisted trading privileges) are
subject to the full panoply of Exchange rules and procedures that
currently govern the trading of equity securities on the Exchange.\9\
In addition, Rule 5711(d)(vi) currently provides for the criteria that
Commodity-Based Trust Shares must satisfy for initial and continued
listing on the Exchange. Specifically, on an initial listing basis, the
Exchange establishes a minimum number of Commodity-Based Trust Shares
required to be outstanding at the time of commencement of trading on
the Exchange.\10\ On a continued listing basis, the Exchange would
consider the suspension of trading in or removal from listing of such
series under any of the following circumstances: \11\
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\9\ See Approval Order, supra note 7, at 19450.
\10\ See current Rule 5711(d)(vi)(A).
\11\ See current Rule 5711(d)(v)(B).
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If following the initial 12-month period following
commencement of trading on the Exchange, the Trust has more than 60
days remaining until termination and there are fewer than 50 record
and/or beneficial holders of Commodity-Based Trust Shares;
If following the initial 12-month period following
commencement of trading on the Exchange, the Trust has fewer than
50,000 receipts issued and outstanding;
If following the initial 12-month period following
commencement of trading on the Exchange, the market value of all
receipts issued and outstanding is less than $1,000,000;
If an interruption to the dissemination of the value of
the underlying commodity persists past the trading day in which it
occurred or is no longer calculated or available on at least a 15-
second delayed basis by Nasdaq or one or more major market data vendors
during the Regular Market Session (as defined in Nasdaq Rule 4120);
If an interruption to the dissemination of the Intraday
Indicative Value persists past the trading day in which it occurred or
is no longer made available on at least a 15-second delayed basis;
If a series of Commodity-Based Trust Shares is not in
compliance with any statements or representations included in the
applicable rule proposal under Section 19(b) regarding: (a) the
description of the reference assets or trust holdings; (b) limitations
on the reference assets or trust holdings; (c)
[[Page 45091]]
dissemination and availability of the reference asset or intraday
indicative values; or (d) the applicability of Nasdaq listing rules
specified in such proposals;
If any of the requirements set forth in Rule 5711(d) are
not continuously maintained; or
If such other event shall occur or condition exists which,
in the opinion of Nasdaq, makes further dealings on Nasdaq inadvisable.
As noted above, the current process for listing and trading new
series of Commodity-Based Trust Shares requires that the Exchange
submit separate proposed rule changes with the Commission before
listing these ETPs.\12\
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\12\ See current Rule 5711(d)(iii).
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Proposal
The Exchange now proposes to amend Rule 5711(d)(i) to specify that
the Exchange may list and/or trade Commodity-Based Trust Shares
pursuant to Rule 19b-4(e) under the Act (``SEC Rule 19b-4(e)''). SEC
Rule 19b-4(e) pertains to derivative securities products,\13\ and
provides that the listing and trading of a new derivative securities
product by a self-regulatory organization (``SRO'') is not deemed a
proposed rule change, pursuant to paragraph (c)(1) of Rule 19b-4 if the
Commission has approved, pursuant to section 19(b) of the Act, the
SRO's trading rules, procedures and listing standards for the product
class that would include the new derivative securities product and the
SRO has a surveillance program for the product class. As noted above,
this is the current method pursuant to which Exchange-Traded Fund
Shares, Index Fund Shares, and Managed Fund Shares are listed under
Rules 5704, 5705(b), and 5735, respectively, if they meet the
requirements of such rules.
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\13\ 17 CFR 240.19b-4(e). As provided under SEC Rule 19b-4(e),
the term ``new derivative securities product'' means any type of
option, warrant, hybrid securities product or any other security,
other than a single equity option or a security futures product,
whose value is based, in whole or in part, upon the performance of,
or interest in, an underlying instrument. When relying on Rule 19b-
4(e), SRO must submit Form 19b-4(e) within 5 business days of
trading a new derivative securities product.
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As proposed in Rule 5711(d)(i), the Exchange would continue to
submit a rule filing pursuant to Section 19(b) of the Act to permit the
listing and trading of Commodity-Based Trust Shares that do not meet
the standards set forth in Rule 5711(d) on an initial or a continuing
basis. For example, if the components of a Commodity-Based Trust Share
included a commodity that does not meet the eligibility requirements
described in proposed Rule 5711(d)(iv) below, the Exchange would file a
separate proposed rule change pursuant to Section 19(b) of the Act to
permit the listing and trading such Commodity-Based Trust Share.
In proposed Rule 5711(d)(iii)(A), the Exchange proposes to amend
the definition of Commodity-Based Trust Shares. Specifically,
Commodity-Based Trust Shares will mean a security that:
is issued by a trust, limited liability company,
partnership, or other similar entity (``Trust'') that, if applicable,
is operated by a registered commodity pool operator pursuant to the
Commodity Exchange Act, and is not registered as an investment company
pursuant to the Investment Company Act of 1940, or series or class
thereof;
is designed to reflect the performance of one or more
reference assets or an index of reference assets, less expenses, and
other liabilities;
in order to reflect the performance as provided in
proposed Rule 5711(d)(iii)(A)(2), is issued by a Trust that holds (a)
one or more commodities or commodity-based assets as defined in
proposed Rule 5711(d)(iii)(C), and (b) in addition to such commodities
or commodity-based assets, may hold securities, cash, and cash
equivalents;
is issued by such Trust in a specified aggregate minimum
number in return for a deposit of (a) a specified quantity of the
underlying commodities, commodity-based assets, securities, cash, and/
or cash equivalents, or (b) a cash amount with a value based on the
next determined net asset value per Trust share; and
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 (a) the specified quantity of the underlying
commodities, commodity-based assets, securities, cash, and/or cash
equivalents, or (b) a cash amount with a value based on the next
determined net asset value per Trust share.
As proposed, the definition of Commodity-Based Trust Shares will be
amended in a number of ways. First, Commodity-Based Trust Shares could
be issued, as proposed, by a trust, limited liability company,
partnership, or other similar entity. Second, whereas Commodity-Based
Trust Shares are currently based on underlying commodities only, the
Exchange proposes that these ETPs could hold underlying commodities,
commodity-based assets, and securities, provided that the ETP would not
be able to hold securities or cash equivalents to the point where it
could be considered an investment company pursuant to the Investment
Company Act of 1940. The Exchange believes this flexibility with
respect to the structure of the entity issuing Commodity-Based Trust
Shares and the holdings underlying such Shares would benefit both
issuers and the investing public and would facilitate the availability
of additional types of Commodity-Based Trust Shares. Third, the
definition would make clear that the Commodity-Based Trust Share will
not be actively managed and will instead be passively managed in that
it will reflect the performance of one or more reference assets held in
the Trust's portfolio or an index of reference assets that the Trust
tracks.\14\
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\14\ Proposed rule changes for previously-listed series of
Commodity-Based Trust Shares have also been passively managed. See
supra note 6.
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In proposed Rule 5711(d)(iii)(B), the Exchange proposes to amend
the definition of commodity by explicitly carving out ``excluded
commodity'' from this term. Specifically, the proposed definition
provides that the term ``commodity'' is as defined in Section 1a(9) of
the Commodity Exchange Act that is not an ``excluded commodity'' as
defined in Section 1a(19) of the Commodity Exchange Act.\15\
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\15\ Pursuant to Section 1a(19) of the Commodity Exchange Act,
the term ``excluded commodity'' means--(i) an interest rate,
exchange rate, currency, security, security index, credit risk or
measure, debt or equity instrument, index or measure of inflation,
or other macroeconomic index or measure; (ii) any other rate,
differential, index, or measure of economic or commercial risk,
return, or value that is--(I) not based in substantial part on the
value of a narrow group of commodities not described in clause (i);
or (II) based solely on one or more commodities that have no cash
market; (iii) any economic or commercial index based on prices,
rates, values, or levels that are not within the control of any
party to the relevant contract, agreement, or transaction; or (iv)
an occurrence, extent of an occurrence, or contingency (other than a
change in the price, rate, value, or level of a commodity not
described in clause (i)) that is--(I) beyond the control of the
parties to the relevant contract, agreement, or transaction; and
(II) associated with a financial, commercial, or economic
consequence.
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Proposed Rule 5711(d)(iii)(C) defines the term ``commodity-based
asset'' as any future, option, or swap on a commodity, as defined in
proposed Rule 5711(d)(iii)(B).
Proposed Rule 5711(d)(iii)(D) defines the term ``cash equivalent''
as short-term instruments with maturities of less than three months as
follows:
U.S. Government securities, including bills, notes, and
bonds differing as to maturity and rates of interest, which are either
issued or guaranteed by the U.S. Treasury or by U.S. Government
agencies or instrumentalities;
certificates of deposit issued against funds deposited in
a bank or savings and loan association;
[[Page 45092]]
bankers' acceptances, which are short-term credit
instruments used to finance commercial transactions;
repurchase agreements and reverse repurchase agreements;
bank time deposits, which are monies kept on deposit with
banks or savings and loan associations for a stated period of time at a
fixed rate of interest;
commercial paper, which are short-term unsecured
promissory notes; and
money market funds.
Proposed Rule 5711(d)(iii)(E) defines the term ``net asset value''
as the value of Commodity-Based Trust Shares that is used in computing
periodically the current price for the purpose of creation and
redemption of Trust shares and is an amount which reflects the current
market value of the assets held by the Trust less expenses and
liabilities.
Proposed Rule 5711(d)(iii)(F) defines the term ``designated
contract market'' as a board of trade or exchange that has been
designated as a contract market under Section 5 of the Commodity
Exchange Act and operates under the regulatory oversight of the
Commodity Futures Trading Commission (``CFTC'') pursuant to Section 5
of the Commodity Exchange Act.
Proposed Rule 5711(d)(iii)(G) defines the term ``exchange-traded
fund'' or ``ETF'' as an open-end management investment company or a
unit investment trust as defined in Section 4(2) of the Investment
Company Act of 1940 or series or class thereof, the shares of which are
listed and traded on a national securities exchange, and that has
formed and operates under an exemptive order under the Investment
Company Act of 1940 or in reliance on an exemptive rule adopted by the
Securities and Exchange Commission.
Proposed Rule 5711(d)(iii)(H) defines the term ``Intraday
Indicative Value'' as the estimated indicative value of a Trust share
based on current information regarding the value of the Trust's
underlying assets.
Proposed Rule 5711(d)(iii)(I) defines the term ``market price'' as
(1) the official closing price of a Trust share; or (2) if it more
accurately reflects the market value of a Trust share at the time as of
which the Trust calculates current net asset value per share, the price
that is the midpoint between the national best bid and national best
offer as of that time.
Proposed Rule 5711(d)(iii)(J) defines the term ``premium or
discount'' as the positive or negative difference between the market
price of a Trust share at the time as of which the current net asset
value is calculated and the Trust's current net asset value per share,
expressed as a percentage of the Trust share's current net asset value
per share.
Proposed Rule 5711(d)(iv) will set forth the eligibility
requirements that the holdings of Commodity-Based Trust Shares would
have to meet on an initial and, with the exception of proposed
subparagraph (A)(3) described below, on a continuing basis. Proposed
subparagraph (A) therein would set forth the eligibility requirements
for the Trust's commodity or commodity-based asset holdings.
Specifically, each commodity or commodity that underlies a commodity-
based asset held by the Trust must fall into at least one of the
following categories in proposed subparagraphs (A)(1)-(3):
(1) the commodity trades on a market that is an
Intermarket Surveillance Group (``ISG'') member; provided that the
Exchange may obtain information about trading in such commodity from
the ISG member; \16\
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\16\ ISG is comprised of an international group of exchanges,
market centers, and market regulators that perform front-line market
surveillance in their respective jurisdictions. See https://isgportal.org/web/isg. A list of ISG members is available at https://isgportal.org/public-members.
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(2) the commodity underlies a futures contract that has
been made available to trade on a designated contract market for at
least six months; \17\ provided that the Exchange has a comprehensive
surveillance sharing agreement, whether directly or through common
membership in ISG, with such designated contract market; \18\ or
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\17\ The Exchange notes that ``made available to trade on a
designated contract market'' means the date of listing and trading
the futures contract (instead of the date of certification) on a
designated contract market.
\18\ As it relates to digital assets, this criteria would
currently cover, for example, CME Bitcoin futures, CME Ethereum
futures, and Coinbase Derivatives Litecoin futures. Both the CME and
Coinbase Derivatives are presently ISG members, and both are also
designated contract markets registered with the CFTC that trade
these digital asset-based futures contracts.
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(3) on an initial basis only, an exchange-traded fund
designed to provide economic exposure of no less than 40% of its net
asset value to the commodity lists and trades on a national securities
exchange.\19\
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\19\ For example, as it relates to digital assets, a number of
ETFs already provide over 40% exposure to digital assets like Solana
and XRP like the Volatility Shares Solana ETF and Volatility Shares
XRP ETF.
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The proposed eligibility requirements for the commodity or
commodity-based asset components held by the Trust in proposed Rule
5711(d)(iv)(A)(1) and (2) are intended to ensure that the Exchange can
monitor trading activity in the underlying commodity market or CFTC-
regulated futures market through a comprehensive surveillance sharing
agreement, thereby facilitating the monitoring for fraud and
manipulation. The eligibility requirement in proposed Rule
5711(d)(iv)(A)(3) is intended to cover underlying commodities that are
already substantially investible through existing ETFs, and to prevent
regulatory arbitrage between ETPs registered under the Securities Act
of 1933 and ETFs registered under the Investment Company Act of 1940.
Overall, the Exchange believes that the foregoing criteria will help
ensure fair and efficient markets.
Proposed subparagraph (B) of proposed Rule 5711(d)(iv) would set
forth the eligibility requirements for the Trust's security holdings.
Specifically, if the Trust holds any securities, each security held by
the Trust would need to meet the criteria of Rule 5735 (Managed Fund
Shares), Sections (b)(1)(A) and (B), or if the security is a listed
option, trades on an ISG market. Sections (b)(1)(A) and (B) of Rule
5735 presently set forth the standards for a Managed Fund Share
portfolio that holds equity securities and fixed income securities,
respectively. Section (b)(1)(A) defines equity securities to be U.S.
Component Stocks (as defined in Rule 5705); Non-U.S. Component Stocks
(as defined in Rule 5705); Exchange Traded Derivative Securities (as
defined in Rule 5735(c)(6)); and Linked Securities (as defined in Rule
5710). Section (b)(1)(B) defines fixed income securities to be debt
securities that are notes, bonds, debentures, or evidence of
indebtedness that include, but are not limited to, U.S. Department of
Treasury securities (``Treasury Securities''), government-sponsored
entity securities (``GSE Securities''), municipal securities, trust
preferred securities, supranational debt and debt of a foreign country
or a subdivision thereof, investment grade and high yield corporate
debt, bank loans, mortgage and asset backed securities, and commercial
paper. As proposed, the Trust's securities holdings must either be an
equity security or a fixed income security, as defined in Rule
5735(b)(1)(A) and (B), respectively, and meet the listing standards
thereunder, or if the security holdings are listed options, they trade
on an ISG market.
Proposed Rule 5711(d)(v) will require the Trust to prominently
display certain information on its public website to promote
transparency. Specifically, the following information must be available
on the Trust's public website, free of charge:
Before the opening of regular trading on the Exchange, for
the Trust's commodities, commodity-based assets,
[[Page 45093]]
securities, cash, and cash equivalent, to the extent applicable:
[cir] ticker symbol;
[cir] identifier;
[cir] description of the holding;
[cir] the quantity of each commodity, commodity-based asset,
security, cash, and cash equivalent held; and
[cir] percentage weighting of the Trust's assets.
The Trust's current net asset value per share, market
price, and premium or discount, each as of the end of the prior
business day.
A table showing the number of days the Trust's shares
traded at a premium or discount during the most recently completed
calendar year and the most recently completed calendar quarters since
that year (or the life of the Trust, if shorter).
A line graph showing the Trust share's premiums or
discounts for the most recently completed calendar year and the most
recently completed calendar quarters since that year (or the life of
the Trust, if shorter).
The Trust share's median-ask spread, expressed as a
percentage rounded to the nearest hundredth, computed by:
[cir] identifying the Trust share's national best bid and national
best offer as of the end of each 10 second interval during each trading
day of the last 30 calendar days;
[cir] dividing the difference between each such bid and offer by
the midpoint of the national best bid and national best offer; and
[cir] identifying the median of those values.
Liquidity risk policies and procedures as described in
proposed Rule 5711(d)(vii).
The Trust's methodology for the calculation of its net
asset value.
The Trust's trading volume for the previous day; and
The Trust's effective prospectus, in a form available for
download.
Other than the proposed liquidity risk policies and procedures,
which will be discussed further below, the proposed website disclosure
requirements discussed above are based on previous proposed rule
changes for specific series of Commodity-Based Trust Shares.\20\
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\20\ See supra note 6. These website disclosure requirements are
also based on SEC Rule 6c-11.
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Proposed Rule 5711(d)(vi) will specify that the Trust may not seek,
directly or indirectly, to provide investment returns that correspond
to the performance of an index, benchmark, or reference value by a
specified multiple, or to provide investment returns that have an
inverse or multiple inverse relationship to the performance of an
index, benchmark, or reference value, over a predetermined period of
time.\21\
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\21\ The Exchange notes that this prohibition on leveraged and
inverse ETPs mirrors the representations made in proposed rule
changes for spot bitcoin and spot ether ETPs. See supra note 6.
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Proposed Rule 5711(d)(vii) will specify the disclosure requirements
for liquidity risk policies and procedures. In particular, if a Trust
has on a daily basis less than 85% of its assets readily available to
meet redemption requests, the Trust must have written liquidity risk
policies and procedures reasonably designed to address the risk that it
could not meet requests to redeem shares issued by the Trust without
significant dilution of remaining shareholders' interest in the Trust.
Such policies and procedures must be periodically reviewed (with such
review occurring no less frequently than annually) by the Trust and
must address the following, as applicable. For purposes of proposed
Rule 5711(d)(vii), an asset is deemed not readily available to meet
redemption requests if it is segregated, pledged, hypothecated,
encumbered or otherwise restricted or prevented from being liquidated,
sold, transferred, or assigned within one business day. Proposed
subparagraphs (A)-(C) will specify what must be addressed in these
written policies and procedures:
The Trust's investment strategy and liquidity of the
Trust's assets during normal and stressed conditions, including
holdings in derivatives and whether the investment strategy is
appropriate for effective and efficient arbitrage.
Holdings of cash and cash equivalents, as well as
borrowing arrangements and other funding sources.
Percentage and description of the Trust's assets that are
segregated, pledged, hypothecated, encumbered, or otherwise restricted
or prevented from being liquidated, sold, transferred, or assigned.
The disclosure requirements around liquidity risk in proposed Rule
5711(d)(vii) are intended to cover situations such as staking by the
Trust of its digital assets, particularly if the staked amount exceeds
15% or more of the Trust's assets on any given day and such staked
assets are not readily available for redemption requests within one
business day. In particular, the proposed disclosure requirements would
ensure that the Trust develops policies and procedures around how the
Trust would mitigate risks for failure to fulfill redemption requests,
and to provide information to the investing public with respect to such
policies and procedures.
Proposed Rule 5711(d)(viii), which is currently Rule 5711(d)(vi),
will set forth the proposed initial and continued listing requirements
for Commodity-Based Trust Shares.\22\ For the initial listing standards
in proposed Rule 5711(d)(viii)(A), the Exchange will continue to
establish a minimum number of Commodity-Based Trust Shares required to
be outstanding at the time of commencement of trading on the
Exchange.\23\ In addition, the Exchange proposes to add that all
Commodity-Based Trust Shares shall have a stated investment objective,
which shall be adhered to under normal market conditions.\24\
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\22\ The Exchange will delete current Rule 5711(d)(v)
(Designation of an Underlying Commodity) as the substance of that
rule is already set out in proposed Rule 5711(d)(i).
\23\ See proposed Rule 5711(d)(viii)(A)(1).
\24\ See proposed Rule 5711(d)(viii)(A)(2).
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For the continued listing standards in proposed Rule
5711(d)(viii)(B), the Exchange will specify that it will maintain
surveillance procedures for Trust shares listed under proposed Rule
5711(d).\25\ The Exchange's existing continued listing requirements
will remain substantively unchanged except as noted below. The Exchange
also proposes to add two additional continued listing requirements
within proposed Rule 5711(d). As amended, proposed Rule
5711(d)(viii)(B) would provide that the Exchange would consider
suspension of trading in, and would initiate delisting proceedings
under the Rule 5800 Series of, such series under any of the following
circumstances:
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\25\ See Approval Order, supra note 7, at 19450.
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if following the initial 12-month period following
commencement of trading on the Exchange: (1) the Trust has more than 60
days remaining until termination and there are fewer than 50 record
and/or beneficial holders of Commodity-Based Trust Shares; (2) the
Trust has fewer than 50,000 Trust shares issued and outstanding; or (3)
the market value of all Trust shares issued and outstanding is less
than $1,000,000; \26\
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\26\ See proposed Rule 5711(d)(viii)(B)(1), which is the same
listing requirement in current Rule 5711(d)(vi)(B)(1) except the
Exchange is replacing the reference to ``receipts'' with ``Trust
shares.''
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if an interruption to the dissemination of the value of
the underlying reference asset(s) or index persists past the trading
day in which it occurred or is no longer calculated or made widely
available on at least a 15-
[[Page 45094]]
second basis from a source unaffiliated with the sponsor or the Trust;
\27\
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\27\ See proposed Rule 5711(d)(viii)(B)(2), which is
substantially similar to the listing requirement in current Rule
5711(d)(vi)(B)(2) except the Exchange is proposing to replace the
reference to ``commodity'' to ``reference asset(s) or index'' to be
accurate about what the Trust tracks and to align with the changes
to the definition of Commodity-Based Trust Shares described above.
The Exchange is also modifying the rule text to more closely align
with the halt language proposed in proposed Rule 5711(d)(ix)(A)(1),
as discussed later in this filing.
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if an interruption to the dissemination of the Intraday
Indicative Value persists past the trading day in which it occurred or
is no longer made widely available to all market participants at the
same time on at least a 15-second basis during the Regular Market
Session; \28\
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\28\ See proposed Rule 5711(d)(viii)(B)(3), which is
substantially similar to the listing requirement in current Rule
5711(d)(vi)(B)(3), except the Exchange is modifying the rule text to
more closely align with the halt language proposed in proposed Rule
5711(d)(ix)(A)(2), as discussed later in this filing.
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the net asset value is not calculated at least once daily
or made widely available to all market participants at the same time;
\29\
---------------------------------------------------------------------------
\29\ See proposed Rule 5711(d)(viii)(B)(4). This is new language
that aligns to the representations generally made in 19b-4 rule
filings for Commodity-Based Trust Shares. See supra note 6.
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the information as set forth in proposed Rule 5711(d) is
no longer being disclosed in accordance with the website disclosure
requirements of proposed Rule 5711(d)(v); \30\
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\30\ See proposed Rule 5711(d)(viii)(B)(5). This is new language
that aligns to the representations generally made in 19b-4 rule
filings for Commodity-Based Trust Shares. See supra note 6.
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the Exchange submits a rule filing pursuant to Section
19(b) of the Securities Exchange Act of 1934 to permit the listing and
trading of Commodity-Based Trust Shares that do not otherwise meet the
standards set forth in proposed Rule 5711(d) and such series of
Commodity-Based Trust Shares is not in compliance with any statements
or representations included in the applicable rule proposal under
Section 19(b) regarding: (a) the description of the index, reference
assets or trust holdings; (b) limitations on the index, reference
assets or trust holdings; (c) dissemination and availability of the
index, reference asset or Intraday Indicative Values; or (d) the
applicability of Nasdaq listing rules specified in such proposals; \31\
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\31\ See proposed Rule 5711(d)(viii)(B)(6), which is
substantially similar to the listing requirement in current Rule
5711(d)(vi)(B)(4) except the Exchange is proposing to clarify that
this requirement applies only in the context of a Commodity-Based
Trust Share that is subject to the representations made in its
individual 19b-4 filing instead of the generic listing standards
proposed in this rule. The Exchange is also proposing to add
references to ``index'' throughout this provision and to capitalize
``Intraday Indicative Value.''
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if any of the requirements set forth in proposed Rule
5711(d) are not continuously maintained; \32\ or
---------------------------------------------------------------------------
\32\ See proposed Rule 5711(d)(viii)(B)(7), which is the same
listing requirement in current Rule 5711(d)(vi)(B)(5).
---------------------------------------------------------------------------
if such other event shall occur or condition exists which,
in the opinion of Nasdaq, makes further dealings on Nasdaq
inadvisable.\33\
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\33\ See proposed Rule 5711(d)(viii)(B)(8), which is the same
listing requirement in current Rule 5711(d)(vi)(B)(6).
---------------------------------------------------------------------------
As is the case today, upon termination of a Trust, the Exchange
requires that Commodity-Based Trust Shares issued in connection with
such Trust be removed from Nasdaq listing. A Trust may terminate in
accordance with the provisions of the Trust prospectus, which may
provide for termination if the value of the Trust falls below a
specified amount.\34\
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\34\ See proposed Rule 5711(d)(viii)(B), which will be the same
as current Rule 5711(vi)(B) except the Exchange is proposing to
delete an errant reference to ``entity.''
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The Exchange proposes to delete current Rule 5711(d)(vi)(C)-(E),
which presently sets forth certain requirements for the trust issuing
Commodity-Based Trust Shares and its trustee. With the proposed changes
in proposed Rule 5711(d)(iii)(A)(1) discussed above to broaden the
types of entities that could issue Commodity-Based Trust Shares, the
Exchange believes that the current provisions in Rule 5711(d)(vi)(C)-
(E) are no longer appropriate and seeks to ensure that proposed Rule
5711(d) will be applicable overall to the entities specified in
proposed Rule 5711(d)(iii)(A)(1).
Proposed Rule 5711(ix) will set forth trading halt provisions.
Specifically proposed Rule 5711(ix)(A) will provide that the Exchange
may halt trading during the day in which the interruption to the
following occurs. If the interruption 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. If Commodity-
Based Trust Shares are trading on the Exchange pursuant to unlisted
trading privileges, the Exchange will halt trading as specified in
Equity 4, Rule 4120(b). In particular, the Exchange may halt trading in
the following circumstances specified in proposed subparagraphs (1)-
(3):
the value of the underlying reference asset(s) or index is
not made widely available on at least a 15-second basis from a source
unaffiliated with the sponsor or the Trust.\35\
---------------------------------------------------------------------------
\35\ This proposed provision is based on previously approved
rule changes for specific series of Commodity-Based Trust Shares,
and on Nasdaq's trading halt rules in Equity 4, Rule 4120(a)(9). See
supra note 6.
---------------------------------------------------------------------------
the Intraday Indicative Value is not made widely available
to all market participants at the same time on at least a 15-second
basis during the Regular Market Session; \36\ or
---------------------------------------------------------------------------
\36\ This proposed provision is based on previous proposed rule
changes for specific series of Commodity-Based Trust Shares, and on
Nasdaq's trading halt rules in Equity 4, Rule 4120(a)(9). See supra
note 6.
---------------------------------------------------------------------------
the information as set forth in proposed Rule 5711(d) is
not being disclosed in accordance with the website disclosure
requirements of paragraph (v) above.
Proposed Rule 5711(d)(ix)(B) will provide that if the Exchange
becomes aware that the net asset value is not disseminated to all
market participants at the same time, it will halt trading in the
Commodity-Based Trust Shares until such time as the net asset value is
available to all market participants.\37\ In addition, trading in the
Commodity-Based Trust Shares will be halted under the conditions for
Limit Up-Limit Down trading pauses in Rule 4120(a)(12) and for market-
wide circuit breakers under Rule 4121.
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\37\ This proposed provision is based on previous proposed rule
changes for specific series of Commodity-Based Trust Shares, and on
Nasdaq's trading halt rules in Equity 4, Rule 4120(a)(10). See supra
note 6.
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Proposed Rule 5711(x) will set forth certain firewall requirements.
Proposed Rule 5711(x)(1) will provide that if the value of a Commodity-
Based Trust Share is based in whole or in part on an index that is
maintained by a broker-dealer, the broker-dealer shall erect and
maintain a ``firewall'' around the personnel responsible for the
maintenance of such index or who have access to information concerning
changes and adjustments to the index. Proposed Rule 5711(x)(2) will
provide that any advisory committee, supervisory board, or similar
entity that advises an index licensor or administrator or that makes
decisions regarding the index composition, methodology, and related
matters must implement and maintain, or be subject to, procedures
designed to prevent the use and dissemination of material, non-public
information regarding the applicable index.\38\ Proposed Rule
5711(x)(3) will provide that if the Trust is affiliated with any entity
that has the ability to influence the price or supply of a commodity,
or a commodity underlying a commodity-based asset, held by the Trust,
the Trust shall (i)
[[Page 45095]]
implement and maintain a ``firewall'' between any such entity and the
Trust, (ii) have written policies and procedures designed to prevent
the use and dissemination of material, non-public information regarding
the Trust; and (iii) have written policies and procedures designed to
prevent fraudulent, deceptive or manipulative acts, practices, or
courses of business with respect to the Trust and such commodity.
Proposed Rule 5711(x)(3) is a new requirement that is intended to cover
instances where, for example with respect to a digital asset-based
Commodity-Based Trust Shares, the Trust is affiliated with the
protocol's developer or foundation, in which case there must be a
firewall in place to prevent fraud and manipulation.
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\38\ The proposed firewall requirements in Rule 5711(d)(x)(1)
and (2) are substantively similar to those included in Rule 5704
(Exchange Traded Fund Shares) and 5705(b) (Index Fund Shares).
---------------------------------------------------------------------------
The Exchange will also renumber current Rule 5711(d)(vii)
(Limitation of Nasdaq Liability) and (viii) (Market Maker Accounts) to
proposed Rule 5711(d)(xi) and (xii). The Exchange also proposes to
amend the Market Maker Accounts provision in current Rule 5711(d)(viii)
(renumbered as proposed Rule 5711(xii)) to replace references of
``related commodity futures or options on commodity futures, or any
other related commodity derivatives'' with the proposed defined term
``commodity-based asset,'' and make other clarifying changes throughout
this provision.
The Exchange also proposes to amend the commentary to Rule 5711(d)
by first deleting Commentary .01, which currently provides that a
Commodity-Based Trust Share is a Trust-Issued Receipt that holds a
specified commodity deposited with the Trust. With the proposed changes
to expand the definition of Commodity-Based Trust Shares in proposed
Rule 5711(d)(iii)(A) as described above, the Exchange is deleting
Commentary .01 to avoid potential confusion. With the deletion of
Commentary .01, current Commentaries .02 and .03 will be renumbered as
Commentaries .01 and .02 with no changes. The Exchange also proposes to
add as new Commentary .03 a general provision that requires an issuer
of Commodity-Based Trust Shares to notify the Exchange of any failure
to comply with the continued listing requirements.
The Exchange believes that the proposed standards would continue to
ensure transparency surrounding the listing process for Commodity-Based
Trust Shares. Additionally, the Exchange believes that the proposed
eligibility standards for the generic listing of Commodity-Based Trust
Shares, many of which track existing representations made in the
Approval Order and in the proposed rule changes for already-listed
Commodity-Based Trust Shares, are reasonably designed to promote a fair
and orderly market for such products.\39\
---------------------------------------------------------------------------
\39\ See supra note 6. See also Approval Order, supra note 7, at
19450-19451.
---------------------------------------------------------------------------
In support of this proposal, the Exchange represents that: \40\
---------------------------------------------------------------------------
\40\ The Exchange made similar representations in the proposed
rule changes for already-listed Commodity-Based Trust Shares and in
the Approval Order. See supra note 6 and 7.
---------------------------------------------------------------------------
the Exchange's surveillance procedures are adequate to
continue to properly monitor the trading of Commodity-Based Trust
Shares in all trading sessions and to deter and detect violations of
Exchange rules. Specifically, the Exchange intends to utilize its
existing surveillance procedures applicable to derivative products,
which includes Commodity-Based Trust Shares, to monitor trading in
Commodity-Based Trust Shares;
the issuer of a series of Commodity-Based Trust Shares
will be required to comply with Rule 10A-3 under the Act for the
initial and continued listing of Commodity-Based Trust Shares; and
prior to the commencement of trading of a particular
series of Commodity-Based Trust Shares, the Exchange will inform its
members in an information circular (``Information Circular'') of the
special characteristics and risks associated with trading the
Commodity-Based Trust Shares, including the procedures for creations
and redemptions of Commodity-Based Trust Shares; suitability
requirements under Nasdaq General 9, Section 10; how information
regarding the IIV and NAV is disseminated; 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; the
requirement that members deliver a prospectus to investors purchasing
newly issued Shares prior to or concurrently with the confirmation of a
transaction; and other 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.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\41\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\42\ in particular, in that it is designed to
prevent fraudulent and manipulative acts and practices, 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.
---------------------------------------------------------------------------
\41\ 15 U.S.C. 78f(b).
\42\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 because it would facilitate the listing and trading of
additional Commodity-Based Trust Shares, which would enhance
competition among market participants, to the benefit of investors and
the marketplace. Specifically, after more than 13 years of the current
process, whereby the Exchange is required to file a proposed rule
change with the Commission for the listing and trading of each new
series of Commodity-Based Trust Shares, the Exchange believes it is
appropriate to codify certain rules within Rule 5711(d) that would
generally eliminate the need for separate proposed rule changes. The
Exchange believes that this would facilitate the listing and trading of
additional types of Commodity-Based Trust Shares that have investment
strategies similar to other Commodity-Based Trust Shares already
approved for listing and trading, thereby creating greater efficiencies
in the listing process for the Exchange and the Commission. In this
regard, the Exchange notes that many of the standards proposed for
Commodity-Based Trust Shares are based on previous proposed rule
changes for specific series of Commodity-Based Trust Shares.\43\
---------------------------------------------------------------------------
\43\ See supra note 6.
---------------------------------------------------------------------------
As discussed above, the Exchange is proposing to amend the
definition of Commodity-Based Trust Shares in a number of ways. First,
Commodity-Based Trust Shares could be issued, as proposed, by a trust,
limited liability company, partnership, or other similar entity.
Second, whereas Commodity-Based Trust Shares are currently based on
underlying commodities only, the Exchange proposes that these ETPs
could be based on underlying commodities, commodity-based assets, and
securities, provided that the ETP would not be able to hold securities
to the point where it could be considered an investment company
pursuant to the Investment Company Act of 1940. The Exchange believes
this flexibility with respect to the structure of the entity issuing
Commodity-Based Trust Shares and the holdings underlying such
securities would remove impediments to and perfect the mechanism of a
free and open market, as well as promote competition, by promoting the
listing and trading of additional types of
[[Page 45096]]
Commodity-Based Trust Shares, to the benefit of all market
participants.
With respect to the proposed eligibility criteria in Rule
5711(d)(iv)(A), the proposed rule text introduces specific criteria
that each commodity or commodity-asset based component of Commodity-
Based Trust Shares must meet. The proposed criteria are designed to
prevent fraudulent and manipulative acts and practices and to protect
investors and the public interest for the reasons that follow. As
discussed above, the proposed eligibility requirements in Rule
5711(d)(iv)(A)(1) and (2) are intended to ensure that the Exchange can
monitor trading activity in the underlying commodity or CFTC-regulated
futures market through a comprehensive surveillance sharing agreement,
thereby facilitating the monitoring for fraud and manipulation. The
eligibility requirement in proposed Rule 5711(d)(iv)(A)(3) is intended
to cover underlying commodities that are already investible through
existing ETFs, indicating a level of market acceptance and liquidity.
In addition, the proposed eligibility requirement is intended to
prevent regulatory arbitrage between ETPs registered under the
Securities Act of 1933 and ETFs registered under the Investment Company
Act of 1940. Overall, the Exchange believes that the foregoing criteria
will help ensure fair and efficient markets. By including multiple
routes to eligibility with verifiable and objective metrics, the
Exchange believes that its proposal will ensure flexibility for product
innovation while maintaining robust investor protections.
With respect to the proposed public website disclosure requirements
in Rule 5711(d)(v), the Exchange notes that proposed rule changes
approved by the Commission for already-listed series of Commodity-Based
Trust Shares have similarly included disclosure requirements with
respect to the Trust's holdings and valuation metrics.\44\ These
requirements will promote transparency to the benefit of all market
participants, and would align with modern ETF-style disclosures in SEC
Rule 6c-11.
---------------------------------------------------------------------------
\44\ See supra note 6.
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With respect to the public website disclosure requirements for
liquidity risk, the Exchange believes that the proposed requirement
will promote just and equitable principles of trade and protect
investors by ensuring that the Trust develops policies and procedures
around how the Trust would mitigate risks for failure to fulfill
redemption requests, and to provide information to the investing public
with respect to such policies and procedures. As noted above, this
provision would be triggered in situations including where the Trust
stakes 15% or more of its assets on any given day, where, for example,
such staked assets are not readily available for redemption requests
within one business day.
The Exchange believes that the new firewall requirements in
proposed Rule 5711(d)(x) are consistent with the Act because they are
intended to mitigate potential conflicts of interest and the misuse of
material non-public information by affiliated entities, which will
protect investors and the public interest. In addition, Commodity-Based
Trust Shares will continue to be subject to the full panoply of
Exchange rules and procedures that govern the trading of equity
securities on the Exchange.
In addition, the Exchange believes that the proposed changes to the
Market Maker Accounts provisions in proposed Rule 5711(d)(xii), as
discussed above, are consistent with the Act because they are intended
to better align the rule text therein with the proposed changes to add
a new defined term for ``commodity-based asset,'' and to make other
clarifying changes. The proposed changes are intended to promote
clarity, specificity, and better readability, and are not intended to
alter the substance of the current rule. The Exchange believes that the
proposed changes will bring transparency and clarity to its Rulebook.
The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices because
Commodity-Based Trust Shares will be listed and traded on the Exchange
pursuant to the initial and continued listing criteria in Rule 5711(d).
The Exchange has in place surveillance procedures that are adequate to
properly monitor trading in the Commodity-Based Trust Shares in all
trading sessions and to deter and detect violations of Exchange rules
and applicable federal securities laws. The Exchange or FINRA, on
behalf of the Exchange, or both, will communicate as needed regarding
trading in the Commodity-Based Trust 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 Commodity-Based Trust Shares from such markets
and other entities. In addition, the Exchange may obtain information
regarding trading in the Commodity-Based Trust Shares via the ISG, from
other exchanges that are members or affiliates of ISG, or with which
the Exchange has in place a comprehensive surveillance sharing
agreement.
The Exchange also believes that the proposed rule change would
fulfill the intended objective of Rule 19b-4(e) under the Act by
allowing Commodity-Based Trust Shares that satisfy the proposed generic
listing standards to be listed and traded without separate Commission
approval. However, as proposed, the Exchange would continue to file
separate proposed rule changes before listing and trading of Commodity-
Based Trust Shares that do not satisfy the criteria described above.
For these reasons, the Exchange believes that its proposal is
consistent with 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. Instead, the Exchange believes
that the proposed rule change would facilitate the listing and trading
of additional types of Commodity-Based Trust Shares and result in a
significantly more efficient process surrounding the listing and
trading of such ETPs, which will enhance competition among market
participants, to the benefit of investors and the marketplace. The
Exchange believes that this would reduce the time frame for bringing
Commodity-Based Trust Shares to market, thereby reducing the burdens on
issuers and other market participants, and promoting competition. In
turn, the Exchange believes that the proposed rule change would make
the process for listing Commodity-Based Trust Shares more competitive
by applying uniform listing standards with respect to Commodity-Based
Trust Shares.
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. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 2, 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
[[Page 45097]]
Send an email to [email protected]. Please include
file number SR-NASDAQ-2025-056 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-NASDAQ-2025-056. 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 filing 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-2025-056 and should be submitted
on or before October 9, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\45\
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\45\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-18047 Filed 9-17-25; 8:45 am]
BILLING CODE 8011-01-P