Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Cboe BZX Exchange,

 
SECURITIES AND EXCHANGE COMMISSION 
[Release No. 34-103995; File Nos. SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-
NYSEARCA-2025-54] 
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Cboe BZX Exchange, 
Inc.; NYSE Arca, Inc.; Order Granting Accelerated Approval of Proposed Rule Changes, 
as Modified by Amendments Thereto, to Adopt Generic Listing Standards for Commodity-
Based Trust Shares 
September 17, 2025. 
I. INTRODUCTION 
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”)
1
 
and Rule 19b-4 thereunder (“Rule 19b-4”),
2
 The Nasdaq Stock Market LLC (“Nasdaq”), Cboe 
BZX Exchange, Inc. (“BZX”), and NYSE Arca, Inc. (“NYSE Arca”) (Nasdaq, BZX, and NYSE 
Arca, each an “Exchange,” and collectively, the “Exchanges”), filed with the Securities and 
Exchange Commission (“Commission”) proposed rule changes to adopt generic listing standards 
for Commodity-Based Trust Shares.
3
 Each of the foregoing proposed rule changes, as modified 
by its respective amendment is referred to herein as a “Proposal” and collectively as the 
                                                 
1
 15 U.S.C. 78s(b)(1). 
2
 17 CFR 240.19b-4. 
3
  See Notice of Filing of Amendment No. 2 to a Proposed Rule Change to Adopt Generic Listing Standards 
for Commodity-Based Trust Shares under Proposed Rule 5711(d) (SR-NASDAQ-2025-056), Securities 
Exchange Act Release No. 103973 (Sept. 15, 2025) (“Nasdaq Proposal”), available at 
https://www.sec.gov/files/rules/sro/nasdaq/2025/34-103973.pdf; Notice of Filing of Amendment No. 3 to a 
Proposed Rule Change to Permit the Generic Listing and Trading of Commodity-Based Trust Shares that 
Meet the Requirements Set Forth in Proposed Rule 14.11(e)(4) (SR-CboeBZX-2025-104), Securities 
Exchange Act Release No. 103972 (Sept. 15, 2025) (“BZX Proposal”), available at 
https://www.sec.gov/files/rules/sro/cboebzx/2025/34-103972.pdf; and Notice of Filing of Amendment No. 
1 to a Proposed Rule Change for New Rule 8.201-E (Generic) (SR-NYSEARCA-2025-54), Securities 
Exchange Act Release No. 103974 (Sept. 15, 2025) (“NYSE Arca Proposal”), available at 
https://www.sec.gov/files/rules/sro/nysearca/2025/34-103974.pdf.   
 

 
2 
“Proposals.”
4
 The Proposals were subject to notice and comment.
5
 This order approves the 
Proposals on an accelerated basis.
6
 
II. DESCRIPTION OF THE PROPOSALS 
As described in more detail in the Proposals’ respective amended filings,
7
 each Exchange 
proposes to adopt substantially identical “generic” listing standards for Commodity-Based Trust 
Shares,
8
 such that it would be permitted, pursuant to Rule 19b-4(e) under the Exchange Act 
(“Rule 19b-4(e)”), to list and trade Commodity-Based Trust Shares without first submitting a 
proposed rule change with the Commission pursuant to Section 19(b) of the Exchange Act 
(“Section 19(b)”).
9
 An Exchange would continue to be required to submit a rule filing with the 
                                                 
4
  For the complete procedural history of each Proposal, see each respective Amendment, supra note 3.   
5
  Comments received on the Nasdaq Proposal are available at: https://www-draft.sec.gov/comments/sr-
nasdaq-2025-056/srnasdaq2025056.htm. Comments received on the BZX Proposal are available at: 
https://www.sec.gov/comments/sr-cboebzx-2025-104/srcboebzx2025104.htm. Comments received on the 
NYSE Arca Proposal are available at https://www.sec.gov/comments/sr-nysearca-2025-
54/srnysearca202554.htm.  
6
  See infra Section IV. 
7
  See supra note 3. 
8
  The proposed rules for each Exchange differ in some instances based on differences in the Exchanges’ 
existing rules. Any material differences in the Proposals are discussed herein. See, e.g., infra note 10. As 
each Exchange’s proposed generic listing standards are substantially identical, references herein to the 
“proposed generic listing standards” apply to all three Exchanges’ Proposals. 
9
  See 17 CFR 240.19b-4(e). Rule 19b-4(e) permits self-regulatory organizations (“SROs”) to list and trade 
new derivative securities products that comply with existing SRO trading rules, procedures, surveillance 
programs, and listing standards, without submitting a proposed rule change under Section 19(b). See also 
Securities Exchange Act Release No. 40761 (Dec. 8, 1998), 63 FR 70952 (Dec. 22, 1998) (S7-13-98) 
(amending the rule filing requirements for SROs for new derivative securities products) (“NDSP Adopting 
Release”). Under 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. Rule 19b-4(e)(1) under the Exchange Act provides that the listing and trading of a 
new derivative securities product by an SRO is not deemed a proposed rule change pursuant to Rule 19b-
4(c)(1) if the Commission has approved, pursuant to Section 19(b), 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. See 17 CFR 240.19b-4(c)(1). Rule 19b-4(e) requires 
an SRO seeking to rely on Rule 19b-4(e) to post on its publicly available internet website within five 
business days after commencement of trading a new derivative securities product the following information 
relating to the new derivative securities product: (A) type of issuer; (B) class; (C) name of underlying 
instrument; (D) if the underlying instrument is an index, whether it is broad-based or narrow-based; (E) 
 

 
3 
Commission when seeking to list and trade Commodity-Based Trust Shares that do not meet the 
proposed generic listing standards.
10
  
A. Definition of Commodity-Based Trust Share 
The Exchanges’ proposed generic listing standards define the term “Commodity-Based 
Trust Share” as a security
11
 that: 
• Is issued by a trust, limited liability company, or other similar entity
12
 (“Trust”) 
that, if applicable, is operated by a registered commodity pool operator pursuant 
to the Commodity Exchange Act (“CEA”), and is not registered as an investment 
                                                 
ticker symbol(s); (F) market(s) upon which securities composing the underlying instrument trade; (G) 
settlement methodology; and (H) position limits (if applicable). See 17 CFR 240.19b-4(e)(2)(ii). 
10
  Nasdaq and BZX propose to adopt amendments to their current listing standards for Commodity-Based 
Trust Shares (Nasdaq Rule 5711(d) and BZX Rule 14.11(e)(4), respectively) to: (i) permit the listing and 
trading of Commodity-Based Trust Shares that meet the proposed generic listing standards pursuant to Rule 
19b-4(e) or (ii) submit a rule filing pursuant to Section 19(b) to permit the listing and trading of 
Commodity-Based Trust Shares that do not meet the proposed generic listing standards set forth in the 
Proposals. In contrast, NYSE Arca proposes to adopt a new rule (proposed NYSE Arca Rule 8.201-E 
(Generic). Commodity-Based Trust Shares) to permit the listing and trading of Commodity-Based Trust 
Shares that meet the proposed generic listing standards pursuant to Rule 19b-4(e) and to maintain its 
existing rule setting forth the non-generic listing standards for Commodity-Based Trust Shares (renamed 
NYSE Arca Rule 8.201 (Non-Generic). Commodity Based Trust Shares). NYSE Arca’s non-generic rule 
would continue to provide for the listing and trading of Commodity-Based Trust Shares for which NYSE 
Arca would file separate proposals under Section 19(b). NYSE Arca also proposes conforming changes to 
NYSE Arca Rules 5.3-O(j), 5.2-E(j)(6), 5.3-E and 5.3-E(e) to clarify that references in each of these rules 
to “Commodity-Based Trust Shares” would include Commodity-Based Trust Shares listed pursuant to both 
existing NYSE Arca Rule 8.201-E (Non-Generic). Commodity-Based Trust Shares and the proposed 
NYSE Arca Rule 8.201-E (Generic). Commodity-Based Trust Shares.  
11
  Shares of Commodity-Based Trust Shares trade as equity securities. See Securities Exchange Act Release 
No. 50603 (Oct. 28, 2004), 69 FR 64614, 64619 (Nov. 5, 2004) (SR-NYSE-2004-22) (approving the listing 
and trading of streetTRACKS Gold Shares) (“Spot Gold Approval Order”) and ETP Request for 
Comments, infra note 20, at 34731. See also proposed Nasdaq Rule 5711(d)(ii); proposed BZX Rule 
14.11(e)(4)(B); proposed NYSE Arca Rule 8.201-E(b) (Generic) (stating that Commodity-Based Trust 
Shares are included within the definition of a “security” as such term is used in the Exchanges’ rules and 
are subject to the Exchanges’ existing rules governing the trading of equity securities). 
12
  The Nasdaq Proposal and NYSE Arca Proposal also specify that a Commodity-Based Trust Share may be 
issued by a partnership. See proposed Nasdaq Rule 5711(d)(iii)(A)(1); proposed NYSE Arca Rule 8.201-
E(c)(1) (Generic).  
 

 
4 
company pursuant to the Investment Company Act of 1940 (“1940 Act”), or 
series or class thereof;
13
 
• Is designed to reflect the performance of one or more reference assets or an index 
of reference assets;
14
 
• In order to reflect such performance, is issued by a Trust that holds (i) one or 
more commodities
15
 or commodity-based assets,
16
 and (ii) in addition to such 
commodities or commodity-based assets, may hold securities, cash, and cash 
equivalents;
17
 
• Is issued by a Trust in a specified aggregate minimum number in return for a 
deposit of (i) a specified quantity of the underlying commodities, commodity-
                                                 
13
  See proposed Nasdaq Rule 5711(d)(iii)(A)(1); proposed BZX Rule 14.11(e)(4)(C)(i)(a); proposed NYSE 
Arca Rule 8.201-E(c)(1)(i) (Generic). 
14
  See proposed Nasdaq Rule 5711(d)(iii)(A)(2); proposed BZX Rule 14.11(e)(4)(C)(i)(b); proposed NYSE 
Arca Rule 8.201-E(c)(1)(ii) (Generic).  
15
  The term “commodity” is any “commodity” as defined in Section 1a(9) of the CEA that is not an “excluded 
commodity” as defined in Section 1a(19) of the CEA. See proposed Nasdaq Rule 5711(d)(iii)(B); proposed 
BZX Rule 14.11(e)(4)(C)(ii); proposed NYSE Arca Rule 8.201-E(c)(2) (Generic).  
16
  The term “commodity-based asset” means any future, option, or swap on a commodity, as that term is 
defined in the proposed generic listing standards. See proposed Nasdaq Rule 5711(d)(iii)(C); proposed 
BZX Rule 14.11(e)(4)(C)(iii); proposed NYSE Arca Rule 8.201-E(c)(3) (Generic). 
17
  See proposed Nasdaq Rule 5711(d)(iii)(A)(3); proposed BZX Rule 14.11(e)(4)(C)(i)(c); proposed NYSE 
Arca Rule 8.201-E(c)(1)(iii) (Generic). The term “cash equivalent” means short-term instruments with 
maturities of less than three months as follows: (i) U.S. Government securities, including bills, notes, and 
bonds differing as to maturity and rate of interest, which are either issued or guaranteed by the U.S. 
Treasury or by U.S. Government agencies or instrumentalities; (ii) certificates of deposit issued against 
funds deposited in a bank or savings and loan association; (iii) bankers’ acceptances, which are short-term 
credit instruments used to finance commercial transactions; (iv) repurchase agreements and reverse 
repurchase agreements; (v) 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; (vi) commercial paper, which are 
short-term unsecured promissory notes; and (vii) money market funds. See proposed Nasdaq Rule 
5711(d)(iii)(D); proposed BZX Rule 14.11(e)(4)(C)(iv); proposed NYSE Arca Rule 8.201-E(c)(4) 
(Generic).  
 

 
5 
based assets, securities, cash, and cash equivalents or (ii) a cash amount with a 
value based on the next determined net asset value
18
 per Trust share;
19
 and  
• When aggregated in the same specified minimum number, may be redeemed at a 
holder’s request
20
 by a Trust which will deliver to the redeeming holder (i) the 
specified quantity of the underlying commodities, commodity-based assets, 
securities, cash, and cash equivalents or (ii) a cash amount with a value based on 
the next determined net asset value per Trust share.
21
 
B. Eligibility Criteria for Generic Listing 
Each Proposal sets forth eligibility criteria that the holdings of Commodity-Based Trust 
Shares must meet for the Commodity-Based Trust Shares to be listed and traded pursuant to the 
proposed generic listing standards. Specifically, each commodity held by a Trust, or commodity 
that underlies a commodity-based asset held by a Trust, must meet at least one of the following 
criteria: 
                                                 
18
  The term “net asset value” means an amount reflecting the current market value of the assets held by the 
Trust, less expenses and liabilities, used to periodically compute the current price for the purpose of 
creation and redemption of Trust shares. See proposed Nasdaq Rule 5711(d)(iii)(E); proposed BZX Rule 
14.11(e)(4)(C)(v); proposed NYSE Arca Rule 8.201-E(c)(5) (Generic). 
19
  See proposed Nasdaq Rule 5711(d)(iii)(A)(4); proposed BZX Rule 14.11(e)(4)(C)(i)(d); proposed NYSE 
Arca Rule 8.201-E(c)(1)(iv) (Generic). 
20
  Although most investors can buy or sell shares of exchange-traded products (“ETPs”) only in the secondary 
market through a broker-dealer, certain large market participants, typically broker-dealers, can become 
authorized participants (“Authorized Participants”) with respect to ETPs. An Authorized Participant can 
then enter into a contractual relationship with an ETP that allows the Authorized Participant to engage 
directly in purchases and redemptions of shares directly with the ETP. See Request for Comment on 
Exchange-Traded Products, Securities Exchange Act Release No. 75165 (June 12, 2015), 80 FR 34729 
(June 17, 2015) (File No. S7–11–15) (“ETP Request for Comments”). 
21
  See proposed Nasdaq Rule 5711(d)(iii)(A)(5); proposed BZX Rule 14.11(e)(4)(C)(i)(e); proposed NYSE 
Arca Rule 8.201-E(c)(1)(v) (Generic).  
 

 
6 
• On an initial and continuing basis, 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;
22
  
• On an initial and continuing basis, the commodity underlies a futures contract that 
has been made available to trade on a designated contract market (“DCM”)
23
 for 
at least six months; provided that the Exchange has a comprehensive surveillance 
sharing agreement (“CSSA”), whether directly or through common membership 
in ISG, with such DCM;
24
 or  
• On an initial basis only, an exchange-traded fund
25
 (“ETF”) 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.
26
 
In addition, to the extent a Trust holds securities, (i) each equity security held by a Trust 
must meet the requirements set forth in the Exchange’s rules for equity component securities 
                                                 
22
  See proposed Nasdaq Rule 5711(d)(iv)(A)(1); proposed BZX Rule 14.11(e)(4)(D)(i)(a); proposed NYSE 
Arca Rule 8.201-E(d)(1)(i) (Generic). 
23
  The term “designated contract market” means a board of trade or exchange that has been designated as a 
contract market under Section 5 of the CEA and operates under the regulatory oversight of the Commodity 
Futures Trading Commission, pursuant to Section 5 of the CEA. See proposed Nasdaq Rule 5711(d)(iii)(F); 
proposed BZX Rule 14.11(e)(4)(C)(vi); proposed NYSE Arca Rule 8.201-E(c)(6) (Generic).  
24
  See proposed Nasdaq Rule 5711(d)(iv)(A)(2); proposed BZX Rule 14.11(e)(4)(D)(i)(b); proposed NYSE 
Arca Rule 8.201-E(d)(1)(ii) (Generic). According to the Proposals, to be “made available to trade on a 
[DCM],” the relevant futures contract must be listed and traded on the DCM. See Nasdaq Proposal at 12 
n.17; BZX Proposal at 9; NYSE Arca Proposal at 8, n.6. 
25
  The term “exchange-traded fund” means an open-end management investment company or a unit 
investment trust as defined in Section 4(2) of the 1940 Act 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 1940 Act or in reliance on an exemptive rule adopted by the Commission. See proposed 
Nasdaq Rule 5711(d)(iii)(G); proposed BZX Rule 14.11(e)(4)(C)(vii); proposed NYSE Arca Rule 8.201-
E(c)(7) (Generic). 
26
  See proposed Nasdaq Rule 5711(d)(iv)(A)(3); proposed BZX Rule 14.11(e)(4)(D)(i)(c); proposed NYSE 
Arca Rule 8.201-E(d)(1)(iii) (Generic). 
 

 
7 
underlying Managed Fund Shares generically listed on the Exchange;
27
 (ii) each fixed income 
security held by a Trust must meet the requirements set forth in the Exchange’s rules for fixed 
income component securities underlying Managed Fund Shares generically listed on the 
Exchange,
28
 and (iii) if the security is a listed option, it must trade on an ISG market.
29
  
Each Proposal also provides that, for generic listing and trading, a 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.
30
 
C. Disclosure of Information 
To generically list and trade, each Proposal requires that a Trust must disclose 
prominently on its website, which is publicly available and free of charge, the following 
information: 
                                                 
27
  See Nasdaq Rule 5735(b)(1)(A) (Managed Fund Shares); BZX Rule 14.11(i) (4)(C)(i) (Managed Fund 
Shares); NYSE Arca Rule 8.600-E (Managed Fund Shares), Commentary .01(a). These provisions set forth 
various requirements for U.S. and non-U.S. component stocks included in the portfolio holdings of Managed 
Fund Shares generically listed and traded on the Exchanges, including minimum market value and trading 
volume requirements, diversification requirements, and trading and reporting requirements, that such 
underlying equity securities must meet in order for the shares to list and trade pursuant to the Managed Fund 
Shares generic listing standards.   
28
  See Nasdaq Rule 5735(b)(1)(B) (Managed Fund Shares); BZX Rule 14.11(i)(4)(C)(ii) (Managed Fund 
Shares); NYSE Arca Rule 8.600-E (Managed Fund Shares), Commentary .01(b). These provisions set forth 
various requirements for fixed income securities included in the portfolio holdings of Managed Fund Shares 
generically listed and traded on the Exchanges, including requirements relating to issuer status, minimum 
original principal amount outstanding, and diversification, that such underlying fixed income securities must 
meet in order for the shares to list and trade pursuant to the Managed Fund Shares generic listing standards. 
29
  See proposed Nasdaq Rule 5711(d)(iv)(B); proposed BZX Rule 14.11(e)(4)(D)(ii); proposed NYSE Arca 
Rule 8.201-E(d)(2) (Generic). See infra notes 70-72 and accompanying text. 
30
  See proposed Nasdaq Rule 5711(d)(vi); proposed BZX Rule 14.11(e)(4)(F); proposed NYSE Arca Rule 
8.201-E(f) (Generic).  
 

 
8 
• Before the opening of regular trading on the Exchange, for the Trust’s 
commodities, commodity-based assets, securities, cash and cash equivalents, to 
the extent applicable: (i) ticker symbol; (ii) identifier; (iii) description of the 
holding; (iv) the quantity of each commodity, commodity-based asset, security, 
cash, and cash equivalents held; and (v) percentage weighting of the Trust’s 
assets;
31
 
• The Trust’s current net asset value per share, market price,
32
 and premium or 
discount,
33
 each as of the end of the prior business day;
34
 
• 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);
35
 
                                                 
31
  See proposed Nasdaq Rule 5711(d)(v)(A); proposed BZX Rule 14.11(e)(4)(E)(i); proposed NYSE Arca 
Rule 8.201-E(e)(1) (Generic). 
32
  The term “market price” means: (i) the official closing price of a Trust share; or (ii) 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. 
See proposed Nasdaq Rule 5711(d)(iii)(I); proposed BZX Rule 14.11(e)(4)(C)(ix); proposed NYSE Arca 
Rule 8.201-E(c)(9) (Generic). 
33
  The term “premium or discount” means 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. See 
proposed Nasdaq Rule 5711(d)(iii)(J); proposed BZX Rule 14.11(e)(4)(C)(x); proposed NYSE Arca Rule 
8.201-E(c)(10) (Generic). 
34
  See proposed Nasdaq Rule 5711(d)(v)(B); proposed BZX Rule 14.11(e)(4)(E)(ii); proposed NYSE Arca 
Rule 8.201-E(e)(2) (Generic). 
35
  See proposed Nasdaq Rule 5711(d)(v)(C); proposed BZX Rule 14.11(e)(4)(E)(iii); proposed NYSE Arca 
Rule 8.201-E(e)(3) (Generic). 
 

 
9 
• 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);
36
 
• The Trust share’s median bid-ask spread, expressed as a percentage rounded to 
the nearest hundredth, computed by: (i) 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; (ii) dividing the difference between each 
such bid and offer by the midpoint of the national best bid and national best offer; 
and (iii) identifying the median of those values;
37
 
• Liquidity risk policies and procedures (described further below);
38
 
• The Trust’s methodology for the calculation of its net asset value;
39
 
• The Trust’s trading volume for the previous day;
40
 and 
• The Trust’s effective prospectus, in a form available for download.
41
 
                                                 
36
  See proposed Nasdaq Rule 5711(d)(v)(D); proposed BZX Rule 14.11(e)(4)(E)(iv); proposed NYSE Arca 
Rule 8.201-E(e)(4) (Generic). 
37
  See proposed Nasdaq Rule 5711(d)(v)(E); proposed BZX Rule 14.11(e)(4)(E)(v); proposed NYSE Arca 
Rule 8.201-E(e)(5) (Generic). 
38
  See proposed Nasdaq Rule 5711(d)(v)(F); proposed BZX Rule 14.11(e)(4)(E)(vi); proposed NYSE Arca 
Rule 8.201-E(e)(6) (Generic). See also infra Section II.D.  
39
  See proposed Nasdaq Rule 5711(d)(v)(G); proposed BZX Rule 14.11(e)(4)(E)(vii); proposed NYSE Arca 
Rule 8.201-E(e)(7) (Generic). 
40
  See proposed Nasdaq Rule 5711(d)(v)(H); proposed BZX Rule 14.11(e)(4)(E)(viii); proposed NYSE Arca 
Rule 8.201-E(e)(8) (Generic). 
41
  See proposed Nasdaq Rule 5711(d)(v)(I); proposed BZX Rule 14.11(e)(4)(E)(ix); proposed NYSE Arca 
Rule 8.201-E(e)(9) (Generic). The proposed generic listing standards would also continue to require 
members to provide all purchasers of newly issued Commodity-Based Trust Shares a prospectus for the 
series of Commodity-Based Trust Shares, as is the case today. See proposed Nasdaq Rule 5711(d), 
Commentary .01; proposed BZX Rule 14.11(e)(4), Interpretations and Policies .02; proposed NYSE Arca 
Rule 8.201-E (Generic), Commentary .01. 
 

 
10 
D. Liquidity Risk Policies and Procedures 
The proposed generic listing standards for Commodity-Based Trust Shares generally 
provide that, 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.
42
 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:  
• 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;
43
 
• Holdings of cash and cash equivalents, as well as borrowing arrangements and 
other funding sources;
44
 and 
• 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.
45
 
For purposes of this proposed requirement, an asset is deemed not readily available to 
meet redemption requests if it is segregated, pledged, hypothecated, encumbered, or otherwise 
                                                 
42
  See proposed Nasdaq Rule 5711(d)(vii); proposed BZX Rule 14.11(e)(4)(G); proposed NYSE Arca Rule 
8.201-E(g) (Generic). 
43
  See proposed Nasdaq Rule 5711(d)(vii)(A); proposed BZX Rule 14.11(e)(4)(G)(i); proposed NYSE Arca 
Rule 8.201-E(g)(1) (Generic). 
44
  See proposed Nasdaq Rule 5711(d)(vii)(B); proposed BZX Rule 14.11(e)(4)(G)(ii); proposed NYSE Arca 
Rule 8.201-E(g)(2) (Generic). 
45
  See proposed Nasdaq Rule 5711(d)(vii)(C); proposed BZX Rule 14.11(e)(4)(G)(iii); proposed NYSE Arca 
Rule 8.201-E(g)(3) (Generic). 
 

 
11 
restricted or prevented from being liquidated, sold, transferred, or assigned within one business 
day.
46
 
E. Initial and Continued Listing Criteria 
Each Proposal sets forth initial listing requirements for the generic listing and trading of 
Commodity-Based Trust Shares. Specifically, on an initial basis, an Exchange must establish, as 
is required today, a minimum number of Commodity-Based Trust Shares required to be 
outstanding at the time of commencement of trading on the Exchange.
47
 In addition, all 
Commodity-Based Trust Shares must have a stated investment objective, which must be adhered 
to under normal market conditions.
48
 
Each Proposal also sets forth continued listing requirements for the generic listing and 
trading of Commodity-Based Trust Shares, and requires an issuer of Commodity-Based Trust 
Shares to promptly notify the Exchange of any non-compliance with any of the applicable 
continued listing standards set forth in the proposed rule.
49
 Moreover, each Proposal requires the 
Exchange to maintain surveillance procedures for Commodity-Based Trust Shares and consider 
the suspension of trading in and the delisting of Trust shares under certain circumstances.
50
 
                                                 
46
  See proposed Nasdaq Rule 5711(d)(vii); proposed BZX Rule 14.11(e)(4)(G); proposed NYSE Arca Rule 
8.201-E(g) (Generic). This provision would, for example, apply to Commodity-Based Trust Shares that 
hold digital assets and engage in protocol staking of such assets if the Trust has, on a daily basis, less than 
85% of its assets readily available to meet redemption requests within one business day. See Nasdaq 
Proposal at 15-16; BZX Proposal at 11; NYSE Arca Proposal at 10.  
47
  See proposed Nasdaq Rule 5711(d)(viii)(A)(1); proposed BZX Rule 14.11(e)(4)(H)(i); proposed NYSE 
Arca Rule 8.201-E(h)(1) (Generic). 
48
  See proposed Nasdaq Rule 5711(d)(viii)(A)(2); proposed BZX Rule 14.11(e)(4)(H)(ii); proposed NYSE 
Arca Rule 8.201-E(h)(2) (Generic). 
49
  See proposed Nasdaq Rule 5711(d), Commentary .03; proposed BZX Rule 14.11(e)(4), Interpretations and 
Policies .01; proposed NYSE Arca Rule 8.201-E(k) (Generic). 
50
  The proposed generic listing standards would specify that an Exchange will consider suspension and will 
initiate delisting if: (i) following the initial 12 month period following commencement of trading, (A) the 
Trust has more than 60 days remaining until termination and there are fewer than 50 record and/or 
beneficial holders, (B) the Trust has fewer than 50,000 Trust shares issued and outstanding, or (C) the 
market value of all Trust shares issued and outstanding is less than $1,000,000; (ii) the Trust fails to 
 

 
12 
F.  Trading Halts 
The proposed generic listing standards set forth circumstances pursuant to which an 
Exchange will halt trading in Commodity-Based Trust Shares. In general, an Exchange may halt 
trading during the day in which there is an interruption to the dissemination of the underlying 
reference asset(s) or index value, the intraday indicative value,
51
 the information required to be 
disclosed by the proposed generic listing standards,
52
 or the net asset value.
53
 
G.  Market Maker Requirements 
The proposed generic listing standards would retain the Exchanges’ current rules that 
provide that registered market makers in Commodity-Based Trust Shares on an Exchange must 
file with the Exchange and keep current a list identifying all accounts for trading in each underlying 
commodity and commodity-based asset which the registered market maker may have or over which 
                                                 
disseminate updated information relating to the underlying reference asset or index or the intraday 
indicative value (as defined below); (iii) the net asset value is not calculated and disseminated daily; (iv) 
other information required to be disclosed by the proposed generic listing standards is not disseminated; (v) 
any of the continued listing requirements set forth in the rule are not continuously maintained; or (vi) any 
other event occurs or condition exists which, in the opinion of an Exchange, makes further dealings on the 
Exchange inadvisable. See proposed Nasdaq Rule 5711(d)(viii)(B); proposed BZX Rule 14.11(e)(4)(I); 
proposed NYSE Arca Rule 8.201-E(i) (Generic). The circumstances under which the Exchanges will 
consider the suspension of trading in, and initiate the delisting of, Trust shares are substantially similar to 
each Exchange’s current rules for Commodity-Based Trust Shares. 
51
  The term “intraday indicative value” means the estimated indicative value of a Trust share based on current 
information regarding the value of the Trust’s underlying assets. See proposed Nasdaq Rule 5711(d)(iii)(H); 
proposed BZX Rule 14.11(e)(4)(C)(viii); proposed NYSE Arca Rule 8.201-E(c)(8) (Generic) (the NYSE 
Arca Proposal uses the term “intraday trust value” instead, which has the same meaning). 
52
  See supra Section II.C. 
53
  See proposed Nasdaq Rule 5711(d)(ix); proposed BZX Rule 14.11(e)(4)(J); proposed NYSE Arca Rule 
8.201-E(1) (Generic). The NYSE Arca Proposal provides that NYSE Arca may also halt trading because of 
market conditions or for reasons that, in the view of the Exchange, make trading in the Trust shares 
inadvisable. See proposed NYSE Arca Rule 8.201-E(l)(3) (Generic). The BZX Proposal provides that BZX 
may also exercise discretion to halt trading in a series of Commodity-Based Trust Shares based on a 
consideration of the following factors: (i) the extent to which trading has ceased in underlying 
commodity(s) or commodity-based assets comprising the index or portfolio, (ii) in the event of national, 
regional, or localized disruption that necessitates a trading halt to maintain a fair and orderly market, or (iii) 
the presence of other unusual conditions or circumstances detrimental to the maintenance of a fair and 
orderly market. See proposed BZX Rule 14.11(e)(4)(J)(iii). 
 

 
13 
it may exercise investment discretion.
54
 In addition, the Proposals continue to limit registered 
market makers in Commodity-Based Trust Shares from trading in an underlying commodity, 
commodity-based asset, or any other related commodity derivative thereon under certain 
circumstances.
55
 Furthermore, the Proposals continue to require registered market makers in 
Commodity-Based Trust Shares to make available to the Exchange books, records or other 
information pertaining to trading the underlying commodity or commodity-based asset.
56
 
H.  Firewall Requirements 
The proposed generic listing standards require the implementation and maintenance of 
firewalls and policies and procedures designed to prevent the use and dissemination of material, 
non-public information and fraudulent or manipulative acts or practices in the following 
circumstances: 
• 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;
57
 
• 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 
                                                 
54
  See proposed Nasdaq Rule 5711(d)(xiii); proposed BZX Rule 14.11(e)(4)(L); proposed NYSE Arca Rule 
8.201-E(m) (Generic). 
55
  See id. 
56
  See id.  
57
  See proposed Nasdaq Rule 5711(d)(x)(1); proposed BZX Rule 14.11(e)(4)(M)(i); proposed NYSE Arca 
Rule 8.201-E(n)(1) (Generic). 
 

 
14 
be subject to, procedures designed to prevent the use and dissemination of 
material, non-public information regarding the applicable index;
58
 and  
• 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) 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.
59
 
The Exchanges will consider the suspension of trading in, and the delisting of, 
Commodity-Based Trust Shares that do not continuously maintain these requirements.
60
    
III. DISCUSSION AND COMMISSION FINDINGS 
After careful review, the Commission finds that the Proposals are consistent with the 
Exchange Act and rules and regulations thereunder applicable to a national securities exchange.
61
 
In particular, the Commission finds that the Proposals are consistent with Section 6(b)(5) of the 
Exchange Act,
62
 which requires, among other things, that the Exchanges’ rules be designed to 
prevent fraudulent and manipulative acts and practices, to promote just and equitable principles 
                                                 
58
  See proposed Nasdaq Rule 5711(d)(x)(2); proposed BZX Rule 14.11(e)(4)(M)(ii); proposed NYSE Arca 
Rule 8.201-E(n)(2) (Generic). 
59
  See proposed Nasdaq Rule 5711(d)(x)(3); proposed BZX Rule 14.11(e)(4)(M)(iii); proposed NYSE Arca 
Rule 8.201-E(n)(3) (Generic). 
60
  See supra note 50. 
61
  In approving the Proposals, the Commission has considered the Proposals’ impacts on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f). 
62
  15 U.S.C. 78f(b)(5). 
 

 
15 
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 and are not 
designed to permit unfair discrimination between customers, issuers, brokers, or dealers. 
Rule 19b-4(e)
 
provides that the listing and trading of a new derivative securities product 
by an SRO shall not be deemed a proposed rule change pursuant to Section (c)(1) of Rule 19b-
4
63 
if the Commission has approved, pursuant to Section 19(b),
64 
the SRO’s trading rules, 
procedures, and listing standards for the product class that would include the new derivatives 
securities product, and the SRO has a surveillance program for the product class.
65
 The 
Exchanges are proposing to adopt generic listing standards for Commodity-Based Trust Shares, 
pursuant to which the Exchanges will be able to list and trade such shares under Rule 19b-4(e) 
without Commission approval of each individual proposal.
66   
The Proposals fulfill the intended objective of Rule 19b-4(e) by permitting shares that 
satisfy the proposed generic listing standards to commence trading without public comment and 
Commission approval.
67 
The Exchanges’ ability to rely on Rule 19b-4(e) to list and trade 
Commodity-Based Trust Shares that meet the applicable requirements and minimum standards 
will reduce the time frame for bringing the shares to market and thereby reduce the burdens on 
issuers and other market participants, while also promoting competition. The Proposals also 
                                                 
63
  17 CFR 240.19b-4(c)(1). 
64
   15 U.S.C. 78s(b). 
65
  See supra note 9. 
66
  17 CFR 240.19b-4(e). 
67
  The failure of any particular Commodity-Based Trust Shares to satisfy the proposed generic listing 
standards pursuant to Rule 19b-4(e) would not preclude an Exchange from submitting a separate filing 
pursuant to Section 19(b) to list and trade those Commodity-Based Trust Shares. See supra note 10. 
 

 
16 
require the Exchanges to maintain surveillance procedures for Commodity-Based Trust Shares, 
consistent with the requirements of Rule 19b-4(e).
68
  
Moreover, the proposed eligibility requirements for commodities and commodity-based 
assets that may underlie Commodity-Based Trust Shares are reasonably designed to help prevent 
fraudulent and manipulative acts and practices, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and to protect investors and 
the public interest, and are therefore consistent with the requirements of Section 6(b)(5) of the 
Exchange Act.
69
 As described above, to be an eligible holding under the generic listing 
standards, the Proposals provide that, for each commodity, or commodity that underlies a 
commodity-based asset, the commodity may (1) trade on an ISG market; or (2) have futures 
traded for at least six months on a DCM that is an ISG market or with which an Exchange has a 
CSSA. Whether the Trust holds the commodity directly, or holds commodity-based assets, these 
eligibility requirements help to ensure the availability of information with respect to the 
commodity, or the commodity that underlies the commodity-based asset, necessary to detect and 
deter potential fraud and manipulation. The availability of this information can be reasonably 
expected to assist the Exchanges in surveilling for fraud and manipulation that may impact the 
Commodity-Based Trust Shares. The Commission has previously recognized that surveillance-
sharing agreements assist in the detection and deterrence of fraudulent and manipulative 
activity.
70 
The Commission also has stated that it considers two markets that are members of the 
                                                 
68
  17 CFR 240.19b-4(e). 
69
  15 U.S.C. 78f(b)(5).  
70
  See, e.g., Securities Exchange Act Release No. 35518 (Mar. 21, 1995), 60 FR 15804, 15807 (Mar. 27, 
1995) (SR-Amex-94-30) (approving the listing and trading of Commodity Linked Notes) (finding that the 
listing exchange had surveillance-sharing agreements with the exchanges on which the futures contracts 
that make up the reference indexes traded and was able to obtain market surveillance information); 
Securities Exchange Act Release No. 36166 (Aug. 29, 1995), 60 FR 46637, 46641 (Sept. 7, 1995) (SR-
 

 
17 
ISG to have a CSSA with one another, even if they do not have a separate bilateral surveillance-
sharing agreement.
71
 Finally, the Commission has stated that these agreements, whether through 
                                                 
PSE-94-28) (approving a proposal to adopt uniform listing and trading guidelines for stock-index, currency, 
and currency-index warrants) (stating that “a surveillance sharing agreement should provide the parties 
with the ability to obtain information necessary to detect and deter market manipulation and other trading 
abuses” and, in the context of foreign stock-index warrants, the Commission “generally requires that there 
be a surveillance sharing agreement in place between an exchange listing or trading a derivative product 
and the exchange(s) trading the stocks underlying the derivative contract that specifically enables the 
relevant markets to surveil trading in the derivative product and its underlying stocks”); Securities 
Exchange Act Release No. 99306 (Jan. 10, 2024), 89 FR 3008, 3012 (Jan. 17, 2024) (SR-NYSEARCA-
2021-90; SR-NYSEARCA-2023-44; SR-NYSEARCA-2023-58; SR-NASDAQ-2023-016; SR-NASDAQ-
2023-019; SR-CboeBZX-2023-028; SR-CboeBZX-2023-038; SR-CboeBZX-2023-040; SR-CboeBZX-
2023-042; SR-CboeBZX-2023-044; SR-CboeBZX-2023-072) (approving the listing and trading of bitcoin-
based Commodity-Based Trust Shares and Trust Units) (concluding that a “surveillance-sharing agreement 
with the CME can be reasonably expected to assist in surveilling for fraud and manipulation that may 
impact the proposed spot bitcoin ETPs”) (“Spot BTC Approval Order”); Securities Exchange Act Release 
No. 100224 (May 23, 2024), 89 FR 46937, 46940 (May 30, 2024) (SR-NYSEARCA-2023-70; SR-
NYSEARCA-2024-31; SR-NASDAQ-2023-045; SR-CboeBZX-2023-069; SR-CboeBZX-2023-070; SR-
CboeBZX-2023-087; SR-CboeBZX-2023-095; SR-CboeBZX-2024-018) (approving the listing and trading 
of ether-based exchange-traded products) (concluding that a “surveillance-sharing agreement with the CME 
can be reasonably expected to assist in surveilling for fraud and manipulation that may impact the proposed 
spot ether ETPs”) (“Spot ETH Approval Order”); Spot Gold Approval Order, supra note 11 at 64619 
(finding that the exchange’s Memorandum of Understanding with NYMEX for the sharing of information 
related to any financial instrument based, in whole or in part, upon an interest in or performance of gold 
assists in creating the basis for the exchange to monitor for fraudulent and manipulative practices in the 
trading of the shares); Securities Exchange Act Release No. 53521 (Mar. 20, 2006), 71 FR 14967, 14974 
(Mar. 24, 2006) (SR-Amex-2005-072) (approving the listing and trading of the iShares® Silver Trust) 
(stating that, although an information sharing agreement with the OTC silver market was not possible, the 
exchange’s information sharing agreement with NYMEX for the purpose of providing information in 
connection with trading in or related to COMEX silver futures contracts helps create the basis for Amex to 
monitor for fraudulent and manipulative practices in the trading of the shares); Securities Exchange Act 
Release No. 86636 (Aug. 12, 2019), 84 FR 42030, 42034 (Aug. 16, 2019) (SR-NYSEARCA-2018-98) 
(approving the listing and trading of iShares Commodity Multi-Strategy ETF) (in a matter where an ETF 
holds up to 60% of its assets in OTC forwards, options, and swaps on a commodities index or commodities 
from the same sectors as those included in the index, finding that the exchange’s representation that each of 
the commodities in the index has futures traded on an ISG market or futures exchange with which the 
exchange has a CSSA helps to mitigate concerns that the ETF’s investments in OTC derivatives will make 
the shares more susceptible to manipulation); and Securities Exchange Act Release No. 86698 (Aug. 16, 
2019), 84 FR 43823, 43829 (Aug. 22, 2019) (SR-NYSEARCA-2018-83) (approving the listing and trading 
the iShares Bloomberg Roll Select Commodity Strategy ETF) (in a matter where an ETF holds up to 60% 
of its assets in listed futures, options, and swaps, and up to 60% of its assets in OTC forwards, options, and 
swaps, each on a commodities index or on commodities from the same sectors as those included in the 
index, finding that the exchange’s representations that (i) the futures contracts included in the index are 
traded on ISG markets or futures exchanges with which the exchange has a CSSA, and (ii) all commodities 
underlying the index have futures that are traded on ISG markets or futures exchanges with which the 
exchange has a CSSA, help to mitigate concerns that the ETF’s investments in OTC and listed derivatives 
will make the shares susceptible to manipulation).  
71
  See NDSP Adopting Release, supra note 9 at 70959 (stating that the ISG “was formed to coordinate, among 
other things, effective surveillance and investigative information sharing arrangements in the stock and 
options markets,” and that, if an exchange trades component securities underlying a new derivative 
 

 
18 
an ISG membership or through a CSSA, should help to ensure the availability of information 
necessary to detect and deter potential manipulations and other trading abuses, thereby making 
the Commodity-Based Trust Shares less readily susceptible to manipulation.
72
   
The Proposals also provide that, if an ETF designed to provide economic exposure of no 
less than 40% of its net asset value to a commodity lists and trades on a national securities 
exchange, Commodity-Based Trust Shares issued by a Trust that holds the same commodity, or 
commodity-based assets with the same underlying commodity, can list and trade on an Exchange 
pursuant to the proposed generic listing standards. Allowing the generic listing and trading of 
Commodity-Based Trust Shares that provide exposure to commodities that already substantially 
underlie listed and traded ETFs (i.e., at least 40% of the portfolio of such ETFs provide 
economic exposure to the same commodity) will promote just and equitable principles of trade, 
remove impediments to and perfect the mechanism of a free and open market, and help ensure 
that the Exchanges’ rules are not designed to permit unfair discrimination between issuers.
73
 
                                                 
securities product and is not a member of the ISG, the exchange seeking to list and trade such new 
derivative securities product should enter into a comprehensive information sharing agreement with the 
non-ISG market, and conversely, if an exchange seeks to list and trade a new derivative securities product 
and is not a member of the ISG, such exchange should enter into a comprehensive information sharing 
agreement with each market that trades securities underlying the new derivative securities product). 
72
  See Securities Exchange Act Release No. 102921 (Apr. 23, 2025), 90 FR 17856, 17859 (Apr. 29, 2025) 
(SR-NYSEARCA-2024-70) (approving the listing and trading of COtwo Advisors Physical European 
Carbon Allowance Trust) (stating that the spot market’s ISG membership and the exchange’s CSSA with 
the derivatives market can be reasonably expected to assist in surveilling for fraudulent and manipulative 
acts and practices with respect to the spot carbon allowances proposed to be held by the trust and further 
elaborating that these agreements, whether through ISG membership or CSSAs, should help to ensure the 
availability of information necessary to detect and deter potential manipulations and other trading abuses, 
thereby making the shares of the trust less readily susceptible to manipulation).  
73
  Although Commodity-Based Trust Shares are not investment companies under the 1940 Act, and therefore 
not subject to the rules and regulations of the 1940 Act, the Proposals would require the Trusts, pursuant to 
the proposed generic listing standards, to comply with certain requirements similar to those applicable to 
Exchange-Traded Fund Shares. For example, Commodity-Based Trust Shares will have disclosure 
requirements with respect to the Trusts’ holdings and valuation metrics similar to those required under Rule 
6c-11. See definition of “net asset value,” supra note 18, and proposed disclosure requirements, supra 
Section II.C. See also infra note 89 and accompanying text. 
 

 
19 
Currently, ETFs that comply with Rule 6c-11 under the 1940 Act (“Rule 6c-11”) may list and 
trade their shares pursuant to Rule 19b-4(e) under the Exchanges’ existing generic listing 
standards.
74
 By consistently applying generic listing and trading across products with economic 
exposures to the same underlying commodities, the Proposals would level the playing field 
between the issuers of Commodity-Based Trust Shares and the issuers of Rule 6c-11 eligible 
ETFs, which would promote competition and would more readily afford investors greater 
investment options. Moreover, all national securities exchanges that list and trade ETFs are 
members of ISG. Accordingly, the Exchanges would be able to obtain information with respect 
to listed and traded ETFs that have exposure to the same underlying commodity, which should 
facilitate information sharing and help to ensure the availability of information necessary to aid 
in the detection and deterrence of potential manipulations and other trading abuses, thereby 
making the Commodity-Based Trust Shares less readily susceptible to fraud and manipulation.
75
 
Furthermore, it is appropriate for the Exchanges to apply this eligibility criteria only on an initial 
                                                 
74
  See NYSE Arca Rule 5.2-E(j)(8) (Exchange-Traded Fund Shares); Nasdaq Rule 5704 (Exchange-Traded 
Fund Shares); BZX Rule 14.11(l) (Exchange-Traded Fund Shares). When approving the generic listing 
standards for ETFs that comply with Rule 6c-11, defined by each Exchange as “Exchange-Traded Fund 
Shares,” the Commission found that the portfolio disclosure requirements in Rule 6c–11 should help 
prevent manipulation of these shares, and that such disclosure, along with requirements relating to firewalls 
and procedures to prevent the use and dissemination of material, non-public information and existing 
statutory requirements, should help to protect against fraudulent and manipulative acts and practices. See 
Securities Exchange Act Release No. 88625 (Apr. 13, 2020), 85 FR 21479, 21487 (Apr. 17, 2020) (SR-
NYSEARCA-2019-81) (order approving NYSE Arca Rule 5.2–E(j)(8)); Securities Exchange Act Release 
No. 88561 (Apr. 3, 2020), 85 FR 19984, 19992 (Apr. 9, 2020) (SR-NASDAQ-2019-090) (order approving 
Nasdaq Rule 5704); and Securities Exchange Act Release No. 88566 (Apr. 6, 2020), 85 FR 20312, 20320 
(Apr. 10, 2020) (SR-CboeBZX-2019-097) (order approving BZX Rule 14.11(l)). 
75
  In addition, a Trust would be subject to ongoing disclosure obligations and additional requirements relating 
to, among other things, liquidity risk policies and procedures, market maker accounts, firewalls and 
procedures designed to prevent the use and dissemination of material, non-public information and fraud and 
manipulation, and restrictions on the use of leverage. As discussed further below, these requirements are 
designed to prevent fraudulent and manipulative acts and practices and protect investors and the public 
interest, consistent with Section 6(b)(5) of the Exchange Act, and, taken together, should help to protect 
against fraud and manipulation in the Commodity-Based Trust Shares. See supra note 74.  
 

 
20 
basis. Delisting Commodity-Based Trust Shares because the economic exposure to a commodity 
by the preceding ETF diminished to less than 40% could cause unnecessary market disruption.
76
  
The Proposals require that each security held by a Trust meet the requirements set forth 
in the respective Exchange’s rules for equity and fixed income securities underlying generically 
listed Managed Fund Shares or, if the security held by the Trust is a listed option, it must trade 
on an ISG market.
77
 These requirements are reasonably designed to help prevent fraudulent and 
manipulative acts and practices and to protect investors and the public interest, and are therefore 
consistent with the requirement in Section 6(b)(5) of the Exchange Act.
78
 The Commission 
previously found the Exchanges’ generic listing standards for Managed Fund Shares consistent 
with the Exchange Act, including the requirements relating to component equity and fixed 
income securities underlying Managed Fund Shares.
79
 Moreover, as discussed above, with 
respect to listed options, ISG membership and CSSAs help to ensure the availability of 
                                                 
76
  An ETF’s exposure to a commodity may change over time for any number of reasons unrelated to any 
regulatory concerns. If, however, an ETF’s decreased exposure to a commodity is due to regulatory 
concerns, the Exchanges would have the necessary rules to address the continued listing and trading of 
Commodity-Based Trust Shares that relied on such ETF for initial listing and trading. See supra note 50 
relating to each Exchange’s ability to delist Commodity-Based Trust Shares if an event occurs or a 
condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange 
inadvisable.  
77
  See supra notes 27-29 and accompanying text. The Proposals would limit a Trust from holding securities if 
doing so would require the Trust to register as an investment company under the 1940 Act. See supra note 
13 and accompanying text and infra note 81 and accompanying text. 
78
  15 U.S.C. 78f(b)(5). 
79
  See Securities Exchange Act Release No. 78397 (July 22, 2016), 81 FR 49320 (July 27, 2016) 
(NYSEARCA-2015-110) (approving NYSE Arca’s generic listing standards for Managed Fund Shares); 
Securities Exchange Act Release No. 78396 (July 22, 2016), 81 FR 49698 (July 28, 2016) (SR-BATS-
2015-100) (approving BZX’s generic listing standards for Managed Fund Shares); Securities Exchange Act 
Release No. 78918 (Sep. 23, 2016), 81 FR 67033 (Sep. 29, 2016) (SR-NASDAQ-2016-104) (approving 
Nasdaq’s generic listing standards for Managed Fund Shares). 
 

 
21 
information necessary to detect and deter potential manipulations and other trading abuses, 
thereby making the Commodity-Based Trust Shares less readily susceptible to manipulation.
80
 
In addition to the eligibility requirements, the Proposals specify that, in order to qualify 
under the proposed generic listing standards, the Commodity-Based Trust Shares must (1) be 
issued by a Trust that is not registered as an investment company pursuant to the 1940 Act; (2) 
be designed to reflect the performance of one or more reference assets or an index of reference 
assets; and (3) not seek to provide investment returns that correspond to the performance of a 
specified multiple, inverse, or multiple inverse of an index, benchmark, or reference value over a 
predetermined period of time.
81
 Products that would be registered investment companies or seek 
leverage or inverse strategies may qualify to list and trade under the Exchanges’ other existing 
generic listing standards, including Exchange-Traded Fund Shares.
82
 In addition, the proposed 
requirement that Commodity-Based Trust Shares reflect the performance of one or more 
reference assets or an index of reference assets is consistent with the current rule that requires 
Commodity-Based Trust Shares to hold and track one or more commodities.
83
 Moreover, an 
Exchange seeking to list and trade Commodity-Based Trust Shares that do not meet these 
specifications can seek to do so by qualifying to list and trade under the Exchanges’ other 
                                                 
80
  See supra notes 70-72 and accompanying text. The Proposals also permit Commodity-Based Trust Shares 
to hold cash and cash equivalents. The Proposals’ definition of cash equivalent is identical to the definition 
in the Exchanges’ existing Managed Fund Shares listing standards. See Nasdaq Rule 5735(b)(1)(C); BZX 
Rule 14.11(i)(4)(C)(iii); NYSE Arca Rule 8.600-E, Commentary .01(c). As noted above, the Commission 
previously found the Exchanges’ generic listing standards for Managed Fund Shares consistent with the 
Exchange Act, including the requirements relating to cash and cash equivalents. See supra note 79.  
81
  See supra notes 13-14 and 30 and accompanying text.  
82
  NYSE Arca Rule 5.2-E(j)(8) (Exchange-Traded Fund Shares); Nasdaq Rule 5704 (Exchange-Traded Fund 
Shares); BZX Rule 14.11(l) (Exchange-Traded Fund Shares). 
83
  See Nasdaq Proposal at 6 n.13 (stating that proposed rule changes for previously listed series of 
Commodity-Based Trust Shares have also been passively managed).  
 

 
22 
existing generic listing standards
84
 or by submitting a proposed rule change to the Commission 
under Section 19(b).
85
 Accordingly, the Exchanges’ scope of qualifications for generically listed 
and traded Commodity-Based Trust Shares are reasonable and consistent with Section 6(b)(5) of 
the Exchange Act.
86 
The Proposals stipulate other requirements for Commodity-Based Trust Shares. First, the 
Proposals would require a Trust issuing Commodity-Based Trust Shares to disclose prominently 
on its public website certain information relating to the Commodity-Based Trust Shares.
87
 
Previously approved listing rules for specific Commodity-Based Trust Shares have included 
similar disclosure requirements,
88
 and Rule 6c-11 requires ETFs to disclose substantially similar 
information.
89
 The website disclosure requirements are designed to provide investors with key 
metrics to evaluate their investment and trading decisions in a format that is easily accessible and 
frequently updated. The information required to be disclosed by the Proposals includes 
information that market participants can use to monitor the underlying commodity market and 
value the Commodity-Based Trust Shares and is consistent with the maintenance of fair and 
                                                 
84
  See, e.g., Registration Statement on Form N-1A for Volatility Shares Trust, dated Mar. 29, 2023 (File Nos. 
333-263619 and 811-23785) relating to the 2x Bitcoin Strategy ETF, available at 
sec.gov/Archives/edgar/data/1884021/000138713123004119/btix-485apos_032323.htm; Registration 
statement on Form N-1A for ProShares Trust, dated July 23, 2025 (File Nos. 333-89822 and 811-21114) 
relating to the Short Bitcoin ETF, Short Ether ETF, Ultra Bitcoin ETF, Ultra Ether ETF, UltraShort Bitcoin 
ETF, and UltraShort Ether ETF, available at 
https://www.sec.gov/Archives/edgar/data/1174610/000168386325006082/f42514d1.htm.  
85
   See supra note 10. 
86
  15 U.S.C. 78f(b)(5). 
87
  See supra Section II.C.  
88
  See, e.g., Spot BTC Approval Order, supra note 70 at 3011; Spot ETH Approval Order, supra note 70 at 
46940; Securities Exchange Act Release No. 101998 (Dec. 19, 2024), 89 FR 106707 (Dec. 30, 2024) (SR-
NASDAQ-2024-028; CboeBZX-2024-091) (approving the listing and trading of the Hashdex Nasdaq 
Crypto Index US ETF and Franklin Crypto Index ETF) (“Spot BTC/ETH Approval Order”). 
89
  17 CFR 270.6c-11(c).   
 

 
23 
orderly markets and investor protection, as required by Section 6(b)(5) of the Exchange Act.
90
 
The dissemination of this information will facilitate transparency with respect to the Commodity-
Based Trust Shares and diminish the risk of manipulation or unfair informational advantage. 
Second, the Proposals would require a Trust that has less than 85% of its assets readily 
available to meet redemption requests daily to maintain and review written liquidity risk policies 
and procedures to address the risk that it could not meet redemption requests without 
signification dilution of remaining shareholders.
91
 This provision is consistent with the 
requirement of Section 6(b)(5) of the Exchange Act that an Exchange’s rules be 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 to protect investors and 
the public interest.
92
 The requirement promotes effective liquidity risk management for issuers of 
Commodity-Based Trust Shares, thereby reducing the risk that a Trust that encumbers a 
significant portion of its assets will be unable to meet its redemption obligations, and is 
consistent with the maintenance of fair and orderly markets. In addition, because a Trust is 
required to publicly disclose its liquidity risk policies and procedures on its website free of 
charge,
93
 this provision should help to ensure that investors have relevant information that will 
allow them to adequately assess the characteristics and risks of trading Commodity-Based Trust 
Shares issued by a Trust that encumbers more than 15% of its assets. 
                                                 
90
  15 U.S.C. 78f(b)(5). 
91
  See supra Section II.D.   
92
  15 U.S.C. 78f(b)(5). 
93
  See supra note 38 and accompanying text. 
 

 
24 
Third, the proposed generic listing standards will have certain initial and continued listing 
requirements
94
 and include provisions allowing an Exchange to halt trading in Commodity-
Based Trust Shares in certain circumstances, including in circumstances where information 
relating to the Commodity-Based Trust Shares and/or the underlying reference asset or index is 
not being disseminated as required.
95
 The initial and continued listing standards are adequate to 
ensure transparency of key values and information
96
 regarding the Commodity-Based Trust 
Shares and will help ensure that a minimum level of liquidity
97
 exists for the initial and 
continued trading of Commodity-Based Trust Shares. Transparency of key values and 
information and a minimum level of liquidity will help facilitate a fair and orderly market for the 
Shares, as well as help to ensure that the Shares are not susceptible to manipulation.
98
 In 
addition, the Exchanges will have the ability to delist Commodity-Based Trust Shares or to halt 
trading if circumstances warrant such action. Moreover, an issuer of Commodity-Based Trust 
Shares must notify the Exchange of any non-compliance with any of the continued listing 
standards,
99
 and if the Commodity-Based Trust Shares do not satisfy the requirements set forth in 
                                                 
94
  See supra Section II.E.   
95
  See supra Section II.F. Commodity-Based Trust Shares previously approved for listing and trading have 
included similar trading halt provisions. See, e.g., Spot BTC Approval Order, supra note 70 at 3011; Spot 
ETH Approval Order, supra note 70 at 46940. 
96
  See supra note 50 relating to the dissemination of updated information relating to the underlying reference 
asset, index or the intraday indicative value, the net asset value, and other information required to be 
disclosed by the proposed generic listing standards, including the liquidity risk policies and procedures.  
97
  See supra note 47 and accompanying text relating to, for initial listing purposes, the minimum number of 
Shares outstanding at the commencement of trading. See also supra note 50 relating to, for continued listing 
purposes, the minimum number of record and/or beneficial holders, as well as Shares issued and 
outstanding, and the minimum market value of the Shares issued and outstanding.  
98
  See, e.g., Securities Exchange Act Release No. 57785 (May 6, 2008), 73 FR 27597 (May 13, 2008) (SR-
NYSE-2008-17) (stating that the distribution standards, which includes exchange holder requirements “... 
should help to ensure that the [Special Purpose Acquisition Company’s] securities have sufficient public 
float, investor base, and liquidity to promote fair and orderly markets”). 
99
   See supra note 49 and accompanying text. 
 

 
25 
the rule, the Exchange may suspend trading and initiate delisting proceedings.
100
 Accordingly, 
consistent with the requirement of Section 6(b)(5) of the Exchange Act
101 
that an Exchange’s 
rules be designed to remove impediments to and perfect the mechanism of a free and open 
market, the initial and continued listing standards and trading halt provisions are reasonably 
designed to promote fair disclosure of information that may be necessary to price the Trust 
shares appropriately, to prevent trading when a reasonable degree of transparency cannot be 
assured, and to ensure fair and orderly markets for the Commodity-Based Trust Shares. 
Fourth, the Proposals would impose obligations on registered market makers in the 
Commodity-Based Trust Shares, including limitations on certain trading activities in the 
underlying commodities and commodity-based assets and requirements to file with, and make 
available to, the Exchanges certain records of transactions by such market makers in the 
underlying commodities and commodity-based assets.
102
 These proposed requirements should 
deter potential manipulation and other misconduct by registered market makers in the 
Commodity-Based Trust Shares and should assist the Exchanges in identifying situations 
potentially susceptible to manipulation. These requirements are therefore consistent with the 
requirement in Section 6(b)(5) of the Exchange Act that the Exchanges’ rules be designed to 
prevent fraudulent and manipulative acts and practices, to promote just and equitable principles 
of trade, and to protect investors and the public interest.
103
 
                                                 
100
  See proposed Nasdaq Rule 5711(d)(i); proposed BZX Rule 14.11(e)(4)(A); proposed NYSE Arca Rule 
8.201-E(a) (Generic). 
101
  15 U.S.C. 78f(b)(5). 
102
  See supra Section II.G. 
103
  15 U.S.C. 78f(b)(5). 
 

 
26 
Fifth, the Proposals include requirements to erect firewalls; to have procedures to prevent 
the use and dissemination of material, non-public information relating to the Commodity-Based 
Trust Shares and the underlying commodities and/or related indexes; and to have procedures 
designed to prevent fraudulent, deceptive or manipulative acts, practices, or courses of business 
with respect to Commodity-Based Trust Shares and the underlying commodities.
104
 These 
requirements provide additional protections against the potential misuse of material, non-public 
information relating to Commodity-Based Trust Shares and are designed to prevent fraudulent 
and manipulative acts and practices with respect to the Commodity-Based Trust Shares, and their 
underlying commodities and related indexes, consistent with Section 6(b)(5) of the Exchange 
Act.
105
 
The comment letters received on the Proposals were generally supportive.
106
 While 
expressing general support for the proposed generic listing standards, some commenters believe 
that the Proposals should be expanded to, among other things: (i) add an alternative route to 
eligibility for underlying commodities based on quantitative liquidity measures; (ii) contemplate 
actively-managed Commodity-Based Trust Shares; (iii) contemplate generic listing and trading 
                                                 
104
  See supra Section II.H. 
105
  15 U.S.C. 78f(b)(5). 
106
  See Letters from Morrison C. Warren, Chapman and Cutler LLP, on behalf of The Digital Chamber, dated 
Aug. 25, 2025 (“Digital Chamber Letter”), at 2 (stating that they are generally supportive of the proposed 
generic listing standards and believe “they will further regulatory certainty, expedite the timeline for the 
formulation of capital, and be an efficient allocation of regulatory resources”); Gregory E. Xethalis, 
General Counsel, Daniel A. Leonardo, Chief Compliance Officer & Deputy General Counsel, and Jay B. 
Stolkin, Deputy General Counsel, Multicoin Capital Management, LLC, dated Aug. 25, 2025 (“Multicoin 
Letter”), at 2 (stating that the Proposals are “well conceived, narrow in focus, and faithful to the mandates 
of Section 6(b)(5) of the [Exchange Act],” “prioritize surveillance, continued-listing, and disclosure 
safeguards,” and will “enhance efficiency, foster competition, and reduce administrative burden”); Lucas 
Tcheyan, Research Associate, Galaxy Digital Inc., dated Aug. 28, 2025 at 6 (stating that approval of the 
proposed generic listing standards would “manage the growing backlog of applications, provide clarity to 
issuers, and expand regulated access to digital assets” and would help migrate digital asset investments 
“into safer, more efficient, and regulated structures”). 
 

 
27 
of multi-asset Commodity-Based Trust Shares that hold at least 85% of their portfolio in assets 
that meet the proposed eligibility requirements; (iv) treat liquid staking tokens as economically 
equivalent to the underlying staked asset for purposes of eligibility and liquidity provisions of the 
proposed rules; (v) allow Commodity-Based Trust Shares to utilize custom baskets; (vi) for 
purposes of the liquidity risk policies and procedures, allow a Trust to (a) assess “readily 
available” assets based on the Trust’s stated settlement cycle rather than based on one business 
day, and (b) consider liquid staking tokens as “readily available” to meet redemption requests; 
and (vii) include stablecoins in the definition of “cash equivalent.”
107
 In addition, one commenter 
states that, while the proposed eligibility for the underlying commodity based on whether it 
trades on an ISG market is appropriate today, if the ISG were to change its membership 
requirements in the future, the prong could admit illiquid or marginally liquid assets.
108
 The 
commenter suggests that, in the future, the Exchanges should replace the ISG-traded eligibility 
standard with an asset qualification standard or limit it to highly liquid commodities.
109
 
However, these additional recommendations are not before the Commission in the Proposals 
being considered and therefore are outside the scope of this order.  
One comment letter opposes the Proposals and states that ETPs holding digital assets are 
“relatively new,” novel products that pose unique risks and that the Exchanges should be 
required to seek Commission approval to list and trade each such new product to minimize 
investor harm.
110
 The Commission disagrees. First, contrary to the commenter’s assertion that 
                                                 
107
  See Digital Chamber Letter, supra note 106 at 2-10; Multicoin Letter, supra note 106 at 5-7. 
108
  See Multicoin Letter, supra note 106 at 4. 
109
  See id. 
110
  See Letter from Benjamin L. Schiffrin, Director of Securities Policy, Better Markets, Inc., dated Aug. 25, 
2025 (“Better Markets Letter”). 
 

 
28 
ETPs holding digital assets are “novel,” the Commission has been engaged with digital asset 
products since 2013.
111
 And although the Commission did not approve under Rule 19b-4 an ETP 
with exposure to digital assets until 2022,
112
 the Commission has since reviewed and approved 
27 additional proposals to list and trade ETPs either holding or having economic exposure to 
digital assets.
113
 Moreover, the proposed generic listing requirements apply not just to 
Commodity-Based Trust Shares with exposure to digital assets but to those holding other 
commodities, as well as commodity-based assets. With respect to the latter, the first ETP to hold 
commodities was approved by the Commission in 2004,
114
 and in 2006, the Commission 
approved ETPs providing exposure to futures on commodities.
115
  
Second, the Commission disagrees with the commenter’s statement that, rather than 
“circumvent” the Rule 19b-4 process, each new product should be considered separately to 
                                                 
111
  See Form S-1 Registration Statement filed with the Commission on July 1, 2013, available at 
https://www.sec.gov/Archives/edgar/data/1579346/000119312513279830/d562329ds1.htm.  
112
  See Securities Exchange Act Release No. 94620 (Apr. 6, 2022), 87 FR 21676 (Apr. 12, 2022) (SR-
NYSEARCA-2021-53) (approving the listing and trading of the Teucrium Bitcoin Futures Fund, which 
invests in bitcoin futures) (“Teucrium BTC Futures Approval Order”). The first ETPs holding digital assets 
were approved in January 2024. See Spot BTC Approval Order, supra note 70. In addition, the Commission 
has reviewed a number of registration statements for ETFs with exposure to digital assets, with the first 
such products launching in October 2021. See Teucrium BTC Futures Approval Order at 21681. 
113
  See Spot BTC Approval Order, supra note 70; Spot ETH Approval Order, supra note 70; Spot BTC/ETH 
Approval Order, supra note 88; Securities Exchange Act Release No. 94853 (May 5, 2022), 87 FR 28848 
(May 11, 2022) (SR-NASDAQ-2021-066) (approving the listing and trading of the Valkyrie XBTO Bitcoin 
Futures Fund); Securities Exchange Act Release No. 100541 (July 17, 2024), 89 FR 59786 (July 23, 2024) 
(SR-NYSEARCA-2024-44; SR-NYSEARCA-2024-53) (approving the listing and trading of the Grayscale 
Ethereum Mini Trust and ProShares Ethereum ETF); Securities Exchange Act Release No. 100610 (July 
26, 2024), 89 FR 62821 (Aug. 1, 2024); (SR-NYSEARCA-2024-45; SR-CboeBZX-2023-101) (approving 
the listing and trading of the Grayscale Bitcoin Mini Trust and the Pando Asset Spot Bitcoin Trust); 
Securities Exchange Act Release No. 103570 (July 29, 2025), 90 FR 36217 (Aug. 1, 2025) (SR-
NYSEARCA-2025-15) (approving the listing and trading of the Bitwise Bitcoin and Ethereum ETF).  
114
  See Spot Gold Approval Order, supra note 11 . 
115
  See Securities Exchange Act Release No. 53105 (Jan. 11, 2006), 71 FR 3129 (Jan. 19, 2006) (SR-Amex-
2005-059) (approving the listing and trading of the DB Commodity Index Tracking Fund, which invests in 
a master fund that holds commodity futures); Securities Exchange Act Release No. 53324 (Feb. 16, 2016), 
71 FR 9614 (Feb. 24, 2006) (SR-Amex-2005-127) (approving the listing and trading of the United States 
Oil Fund, LP, which invests in crude oil futures contracts and other related commodity derivatives).  
 

 
29 
minimize investor harm.
116
 The Proposals establish rules-based criteria for qualifying 
Commodity-Based Trust Shares, designed to protect investors and the public interest and to be 
consistent with the Exchange Act. As discussed above, many of these criteria are consistent with 
previously approved listing requirements for specific Commodity-Based Trust Shares approved 
by the Commission and/or the Exchanges’ existing listing standards for Commodity-Based Trust 
Shares.
117
 Moreover, for each applicable commodity, or commodity that underlies a commodity-
based asset, the Proposals establish objective eligibility requirements that are, for reasons 
discussed above, consistent with the Exchange Act.
118
 Finally, the Proposals include additional 
requirements tailored for generically-listed Commodity-Based Trust Shares and are intended to 
address concerns related to fraudulent and manipulative acts and practices and to protect 
investors and the public interest including, for example, the proposed firewall requirements and 
requirements relating to liquidity risk policies and procedures.
119
 Accordingly, having considered 
the commenter’s concerns relating to investor protection in the broader context of whether the 
Proposals meet the applicable requirements of the Exchange Act,
 
 including the requirements in 
                                                 
116
  See Better Markets Letter, supra note 110 at 1. The commenter also states that the Commission “should not 
make the same mistakes with crypto ETPs as... with single stock ETFs.” See Better Markets Letter at 4. 
The commenter’s observations about single stock ETFs are outside the scope of this order because the 
Proposals involve Commodity-Based Trust Shares designed to reflect the performance of commodities, not 
single stock ETFs designed to reflect the performance of a stock. However, the Commission notes that, 
unlike single stock ETFs, the Proposals do not contemplate for generic listing and trading Commodity-
Based Trust Shares with leverage or inverse strategies. See supra note 30 and accompanying text.  
117
  See, e.g., supra notes 50, 54-56, 83, 88, 95 and accompanying text. 
118
  See, e.g., supra notes 69-80 and accompanying text.  
119
  See supra notes 91-93, 104-105 and accompanying text.  
 

 
30 
Section 6(b)(5),
120
 for reasons described above, the Commission determines that the Proposals 
meet such requirements.
121
  
In conclusion, the Proposals contain adequate rules and procedures to govern the listing 
and trading of Commodity-Based Trust Shares on the Exchanges pursuant to Rule 19b-4(e). All 
Commodity-Based Trust Shares listed under the proposed generic listing standards will be 
subject to the rules and procedures of each Exchange that currently govern the trading of equity 
                                                 
120
  15 U.S.C. 78f(b)(5). The commenter also seems to suggest, without further elaboration, that ETPs with 
exposure to digital assets may have certain fundamental characteristics that render them “products that 
necessitate careful Commission review.” See Better Markets Letter, supra note 110 at 3-4. The Commission 
disagrees for reasons discussed above. Moreover, consistent with prior statements, the Commission’s 
findings herein do not rest on the evaluation of the investment quality of a product or an assessment of the 
underlying technology’s utility or value as an innovation or an investment. See, e.g., Securities Exchange 
Act Release No. 34-95179 (June 29, 2022), 87 FR 40282 (July 6, 2022) (SR-NYSEArca-2021-89) 
(disapproving the listing and trading of shares of the Bitwise Bitcoin ETP Trust). 
121
  In addition, existing rules and standards of conduct would apply to recommending and advising 
investments in Commodity-Based Trust Shares listed pursuant to the proposed generic listing standards. 
For example, when broker-dealers recommend ETPs to retail customers, Regulation Best Interest (“Reg 
BI”) would apply. See Rule 15l-1(a) of the Exchange Act. Reg BI requires broker-dealers to, among other 
things, exercise reasonable diligence, care, and skill when making a recommendation to a retail customer 
to: (1) understand potential risks, rewards, and costs associated with the recommendation and have a 
reasonable basis to believe that the recommendation could be in the best interest of at least some retail 
customers; and (2) have a reasonable basis to believe the recommendation is in the best interest of a 
particular retail customer based on that retail customer’s investment profile. See Rules 15l-1(a)(2)(ii)(A) 
and (B) of the Exchange Act. To the extent that broker-dealers recommend ETPs to customers who are not 
retail customers covered by Reg BI, FINRA Rule 2111 (Suitability) requires, in part, that a member broker-
dealer or associated person “have a reasonable basis to believe that a recommended transaction or 
investment strategy involving a security or securities is suitable for the customer, based on the information 
obtained through the reasonable diligence of the [broker-dealer] or associated person to ascertain the 
customer’s investment profile.” See FINRA Rule 2111(a). In addition, investment advisers have a fiduciary 
duty under the Investment Advisers Act of 1940 comprised of a duty of care and a duty of loyalty. These 
obligations require the adviser to act in the best interest of its client and not subordinate its client’s interest 
to its own. See Commission Interpretation Regarding Standard of Conduct for Investment Advisers, 
Investment Advisers Act Release No. 5248 (June 5, 2019), 84 FR 33669 (July 12, 2019), at 33671; 
Investment Company Act Release No. 34084 (Nov. 2, 2020), 85 FR 83162 (Dec. 21, 2020), at 83217 
(discussing the best interest standard of conduct for broker-dealers and the fiduciary obligations of 
investment advisers in the context of all ETPs). 
 

 
31 
securities on the Exchange.
122
 For the reasons discussed above, the Commission finds that the 
Proposals are consistent with Section 6(b)(5) of the Exchange Act.
123
 
IV. ACCELERATED APPROVAL OF THE PROPOSALS 
The Commission finds good cause to approve the Proposals prior to the 30th day after the 
date of publication of notice of the Exchanges’ amended filings
124
 in the Federal Register. The 
amended filings clarify the definitions set forth in, and the requirements of, the proposed generic 
listing standards. These changes are technical in nature and do not materially alter the substance 
of the proposed rule changes or raise any novel regulatory issues. Further, the changes assist the 
Commission in evaluating the Proposals and in determining that they are consistent with the 
Exchange Act and the rules and regulations thereunder applicable to a national securities 
exchange, as discussed above. Accordingly, the Commission finds good cause, pursuant to 
Section 19(b)(2) of the Exchange Act,
125
 to approve the Proposals on an accelerated basis. 
V. CONCLUSION 
This approval order is based on all of the Exchanges’ representations and descriptions in 
their respective amended filings, which the Commission has evaluated as discussed above. For 
the reasons set forth above, the Commission finds, pursuant to Section 19(b)(2) of the Exchange 
Act,
126
 that the Proposals are consistent with the requirements of the Exchange Act and the rules 
                                                 
122
  See proposed Nasdaq Rule 5711(d)(ii); proposed BZX Rule 14.11(e)(4)(B); proposed NYSE Arca Rule 
8.201-E (Generic)(b). 
123
  15 U.S.C. 78f(b)(5). 
124
  See supra note 3. 
125
  15 U.S.C. 78s(b)(2). 
126
 15 U.S.C. 78s(b)(2). 
 

 
32 
and regulations thereunder applicable to a national securities exchange, and in particular, with 
Section 6(b)(5) of the Exchange Act.
127
 
IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Exchange Act,
128
 
that the Proposals (SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-
54), as modified by amendments thereto, be, and hereby are, approved on an accelerated basis. 
By the Commission. 
 
Stephanie J. Fouse, 
Assistant Secretary. 
                                                 
127
  15 U.S.C. 78f(b)(5). 
128
  15 U.S.C. 78s(b)(2). 

SECURITIES AND EXCHANGE COMMISSION 

[Release No. 34-103995; File Nos. SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-

NYSEARCA-2025-54] 

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Cboe BZX Exchange, 

Inc.; NYSE Arca, Inc.; Order Granting Accelerated Approval of Proposed Rule Changes, 

as Modified by Amendments Thereto, to Adopt Generic Listing Standards for Commodity-

Based Trust Shares 

September 17, 2025. 

I. INTRODUCTION 

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”)1 

and Rule 19b-4 thereunder (“Rule 19b-4”),2 The Nasdaq Stock Market LLC (“Nasdaq”), Cboe 

BZX Exchange, Inc. (“BZX”), and NYSE Arca, Inc. (“NYSE Arca”) (Nasdaq, BZX, and NYSE 

Arca, each an “Exchange,” and collectively, the “Exchanges”), filed with the Securities and 

Exchange Commission (“Commission”) proposed rule changes to adopt generic listing standards 

for Commodity-Based Trust Shares.3 Each of the foregoing proposed rule changes, as modified 

by its respective amendment is referred to herein as a “Proposal” and collectively as the 

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

2 17 CFR 240.19b-4. 

3  See Notice of Filing of Amendment No. 2 to a Proposed Rule Change to Adopt Generic Listing Standards 

for Commodity-Based Trust Shares under Proposed Rule 5711(d) (SR-NASDAQ-2025-056), Securities 

Exchange Act Release No. 103973 (Sept. 15, 2025) (“Nasdaq Proposal”), available at 

https://www.sec.gov/files/rules/sro/nasdaq/2025/34-103973.pdf; Notice of Filing of Amendment No. 3 to a 

Proposed Rule Change to Permit the Generic Listing and Trading of Commodity-Based Trust Shares that 

Meet the Requirements Set Forth in Proposed Rule 14.11(e)(4) (SR-CboeBZX-2025-104), Securities 

Exchange Act Release No. 103972 (Sept. 15, 2025) (“BZX Proposal”), available at 

https://www.sec.gov/files/rules/sro/cboebzx/2025/34-103972.pdf; and Notice of Filing of Amendment No. 

1 to a Proposed Rule Change for New Rule 8.201-E (Generic) (SR-NYSEARCA-2025-54), Securities 

Exchange Act Release No. 103974 (Sept. 15, 2025) (“NYSE Arca Proposal”), available at 

https://www.sec.gov/files/rules/sro/nysearca/2025/34-103974.pdf.   

 



 

2 

“Proposals.”4 The Proposals were subject to notice and comment.5 This order approves the 

Proposals on an accelerated basis.6 

II. DESCRIPTION OF THE PROPOSALS 

As described in more detail in the Proposals’ respective amended filings,7 each Exchange 

proposes to adopt substantially identical “generic” listing standards for Commodity-Based Trust 

Shares,8 such that it would be permitted, pursuant to Rule 19b-4(e) under the Exchange Act 

(“Rule 19b-4(e)”), to list and trade Commodity-Based Trust Shares without first submitting a 

proposed rule change with the Commission pursuant to Section 19(b) of the Exchange Act 

(“Section 19(b)”).9 An Exchange would continue to be required to submit a rule filing with the 

                                                 
4  For the complete procedural history of each Proposal, see each respective Amendment, supra note 3.   

5  Comments received on the Nasdaq Proposal are available at: https://www-draft.sec.gov/comments/sr-

nasdaq-2025-056/srnasdaq2025056.htm. Comments received on the BZX Proposal are available at: 

https://www.sec.gov/comments/sr-cboebzx-2025-104/srcboebzx2025104.htm. Comments received on the 

NYSE Arca Proposal are available at https://www.sec.gov/comments/sr-nysearca-2025-

54/srnysearca202554.htm.  

6  See infra Section IV. 

7  See supra note 3. 

8  The proposed rules for each Exchange differ in some instances based on differences in the Exchanges’ 

existing rules. Any material differences in the Proposals are discussed herein. See, e.g., infra note 10. As 

each Exchange’s proposed generic listing standards are substantially identical, references herein to the 

“proposed generic listing standards” apply to all three Exchanges’ Proposals. 

9  See 17 CFR 240.19b-4(e). Rule 19b-4(e) permits self-regulatory organizations (“SROs”) to list and trade 

new derivative securities products that comply with existing SRO trading rules, procedures, surveillance 

programs, and listing standards, without submitting a proposed rule change under Section 19(b). See also 

Securities Exchange Act Release No. 40761 (Dec. 8, 1998), 63 FR 70952 (Dec. 22, 1998) (S7-13-98) 

(amending the rule filing requirements for SROs for new derivative securities products) (“NDSP Adopting 

Release”). Under 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. Rule 19b-4(e)(1) under the Exchange Act provides that the listing and trading of a 

new derivative securities product by an SRO is not deemed a proposed rule change pursuant to Rule 19b-

4(c)(1) if the Commission has approved, pursuant to Section 19(b), 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. See 17 CFR 240.19b-4(c)(1). Rule 19b-4(e) requires 

an SRO seeking to rely on Rule 19b-4(e) to post on its publicly available internet website within five 

business days after commencement of trading a new derivative securities product the following information 

relating to the new derivative securities product: (A) type of issuer; (B) class; (C) name of underlying 

instrument; (D) if the underlying instrument is an index, whether it is broad-based or narrow-based; (E) 

 

https://www-draft.sec.gov/comments/sr-nasdaq-2025-056/srnasdaq2025056.htm
https://www-draft.sec.gov/comments/sr-nasdaq-2025-056/srnasdaq2025056.htm
https://www.sec.gov/comments/sr-cboebzx-2025-104/srcboebzx2025104.htm
https://www.sec.gov/comments/sr-nysearca-2025-54/srnysearca202554.htm
https://www.sec.gov/comments/sr-nysearca-2025-54/srnysearca202554.htm


 

3 

Commission when seeking to list and trade Commodity-Based Trust Shares that do not meet the 

proposed generic listing standards.10  

A. Definition of Commodity-Based Trust Share 

The Exchanges’ proposed generic listing standards define the term “Commodity-Based 

Trust Share” as a security11 that: 

• Is issued by a trust, limited liability company, or other similar entity12 (“Trust”) 

that, if applicable, is operated by a registered commodity pool operator pursuant 

to the Commodity Exchange Act (“CEA”), and is not registered as an investment 

                                                 
ticker symbol(s); (F) market(s) upon which securities composing the underlying instrument trade; (G) 

settlement methodology; and (H) position limits (if applicable). See 17 CFR 240.19b-4(e)(2)(ii). 

10  Nasdaq and BZX propose to adopt amendments to their current listing standards for Commodity-Based 

Trust Shares (Nasdaq Rule 5711(d) and BZX Rule 14.11(e)(4), respectively) to: (i) permit the listing and 

trading of Commodity-Based Trust Shares that meet the proposed generic listing standards pursuant to Rule 

19b-4(e) or (ii) submit a rule filing pursuant to Section 19(b) to permit the listing and trading of 

Commodity-Based Trust Shares that do not meet the proposed generic listing standards set forth in the 

Proposals. In contrast, NYSE Arca proposes to adopt a new rule (proposed NYSE Arca Rule 8.201-E 

(Generic). Commodity-Based Trust Shares) to permit the listing and trading of Commodity-Based Trust 

Shares that meet the proposed generic listing standards pursuant to Rule 19b-4(e) and to maintain its 

existing rule setting forth the non-generic listing standards for Commodity-Based Trust Shares (renamed 

NYSE Arca Rule 8.201 (Non-Generic). Commodity Based Trust Shares). NYSE Arca’s non-generic rule 

would continue to provide for the listing and trading of Commodity-Based Trust Shares for which NYSE 

Arca would file separate proposals under Section 19(b). NYSE Arca also proposes conforming changes to 

NYSE Arca Rules 5.3-O(j), 5.2-E(j)(6), 5.3-E and 5.3-E(e) to clarify that references in each of these rules 

to “Commodity-Based Trust Shares” would include Commodity-Based Trust Shares listed pursuant to both 

existing NYSE Arca Rule 8.201-E (Non-Generic). Commodity-Based Trust Shares and the proposed 

NYSE Arca Rule 8.201-E (Generic). Commodity-Based Trust Shares.  

11  Shares of Commodity-Based Trust Shares trade as equity securities. See Securities Exchange Act Release 

No. 50603 (Oct. 28, 2004), 69 FR 64614, 64619 (Nov. 5, 2004) (SR-NYSE-2004-22) (approving the listing 

and trading of streetTRACKS Gold Shares) (“Spot Gold Approval Order”) and ETP Request for 

Comments, infra note 20, at 34731. See also proposed Nasdaq Rule 5711(d)(ii); proposed BZX Rule 

14.11(e)(4)(B); proposed NYSE Arca Rule 8.201-E(b) (Generic) (stating that Commodity-Based Trust 

Shares are included within the definition of a “security” as such term is used in the Exchanges’ rules and 

are subject to the Exchanges’ existing rules governing the trading of equity securities). 

12  The Nasdaq Proposal and NYSE Arca Proposal also specify that a Commodity-Based Trust Share may be 

issued by a partnership. See proposed Nasdaq Rule 5711(d)(iii)(A)(1); proposed NYSE Arca Rule 8.201-

E(c)(1) (Generic).  

 



 

4 

company pursuant to the Investment Company Act of 1940 (“1940 Act”), or 

series or class thereof;13 

• Is designed to reflect the performance of one or more reference assets or an index 

of reference assets;14 

• In order to reflect such performance, is issued by a Trust that holds (i) one or 

more commodities15 or commodity-based assets,16 and (ii) in addition to such 

commodities or commodity-based assets, may hold securities, cash, and cash 

equivalents;17 

• Is issued by a Trust in a specified aggregate minimum number in return for a 

deposit of (i) a specified quantity of the underlying commodities, commodity-

                                                 
13  See proposed Nasdaq Rule 5711(d)(iii)(A)(1); proposed BZX Rule 14.11(e)(4)(C)(i)(a); proposed NYSE 

Arca Rule 8.201-E(c)(1)(i) (Generic). 

14  See proposed Nasdaq Rule 5711(d)(iii)(A)(2); proposed BZX Rule 14.11(e)(4)(C)(i)(b); proposed NYSE 

Arca Rule 8.201-E(c)(1)(ii) (Generic).  

15  The term “commodity” is any “commodity” as defined in Section 1a(9) of the CEA that is not an “excluded 

commodity” as defined in Section 1a(19) of the CEA. See proposed Nasdaq Rule 5711(d)(iii)(B); proposed 

BZX Rule 14.11(e)(4)(C)(ii); proposed NYSE Arca Rule 8.201-E(c)(2) (Generic).  

16  The term “commodity-based asset” means any future, option, or swap on a commodity, as that term is 

defined in the proposed generic listing standards. See proposed Nasdaq Rule 5711(d)(iii)(C); proposed 

BZX Rule 14.11(e)(4)(C)(iii); proposed NYSE Arca Rule 8.201-E(c)(3) (Generic). 

17  See proposed Nasdaq Rule 5711(d)(iii)(A)(3); proposed BZX Rule 14.11(e)(4)(C)(i)(c); proposed NYSE 

Arca Rule 8.201-E(c)(1)(iii) (Generic). The term “cash equivalent” means short-term instruments with 

maturities of less than three months as follows: (i) U.S. Government securities, including bills, notes, and 

bonds differing as to maturity and rate of interest, which are either issued or guaranteed by the U.S. 

Treasury or by U.S. Government agencies or instrumentalities; (ii) certificates of deposit issued against 

funds deposited in a bank or savings and loan association; (iii) bankers’ acceptances, which are short-term 

credit instruments used to finance commercial transactions; (iv) repurchase agreements and reverse 

repurchase agreements; (v) 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; (vi) commercial paper, which are 

short-term unsecured promissory notes; and (vii) money market funds. See proposed Nasdaq Rule 

5711(d)(iii)(D); proposed BZX Rule 14.11(e)(4)(C)(iv); proposed NYSE Arca Rule 8.201-E(c)(4) 

(Generic).  

 



 

5 

based assets, securities, cash, and cash equivalents or (ii) a cash amount with a 

value based on the next determined net asset value18 per Trust share;19 and  

• When aggregated in the same specified minimum number, may be redeemed at a 

holder’s request20 by a Trust which will deliver to the redeeming holder (i) the 

specified quantity of the underlying commodities, commodity-based assets, 

securities, cash, and cash equivalents or (ii) a cash amount with a value based on 

the next determined net asset value per Trust share.21 

B. Eligibility Criteria for Generic Listing 

Each Proposal sets forth eligibility criteria that the holdings of Commodity-Based Trust 

Shares must meet for the Commodity-Based Trust Shares to be listed and traded pursuant to the 

proposed generic listing standards. Specifically, each commodity held by a Trust, or commodity 

that underlies a commodity-based asset held by a Trust, must meet at least one of the following 

criteria: 

                                                 
18  The term “net asset value” means an amount reflecting the current market value of the assets held by the 

Trust, less expenses and liabilities, used to periodically compute the current price for the purpose of 

creation and redemption of Trust shares. See proposed Nasdaq Rule 5711(d)(iii)(E); proposed BZX Rule 

14.11(e)(4)(C)(v); proposed NYSE Arca Rule 8.201-E(c)(5) (Generic). 

19  See proposed Nasdaq Rule 5711(d)(iii)(A)(4); proposed BZX Rule 14.11(e)(4)(C)(i)(d); proposed NYSE 

Arca Rule 8.201-E(c)(1)(iv) (Generic). 

20  Although most investors can buy or sell shares of exchange-traded products (“ETPs”) only in the secondary 

market through a broker-dealer, certain large market participants, typically broker-dealers, can become 

authorized participants (“Authorized Participants”) with respect to ETPs. An Authorized Participant can 

then enter into a contractual relationship with an ETP that allows the Authorized Participant to engage 

directly in purchases and redemptions of shares directly with the ETP. See Request for Comment on 

Exchange-Traded Products, Securities Exchange Act Release No. 75165 (June 12, 2015), 80 FR 34729 

(June 17, 2015) (File No. S7–11–15) (“ETP Request for Comments”). 

21  See proposed Nasdaq Rule 5711(d)(iii)(A)(5); proposed BZX Rule 14.11(e)(4)(C)(i)(e); proposed NYSE 

Arca Rule 8.201-E(c)(1)(v) (Generic).  

 



 

6 

• On an initial and continuing basis, 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;22  

• On an initial and continuing basis, the commodity underlies a futures contract that 

has been made available to trade on a designated contract market (“DCM”)23 for 

at least six months; provided that the Exchange has a comprehensive surveillance 

sharing agreement (“CSSA”), whether directly or through common membership 

in ISG, with such DCM;24 or  

• On an initial basis only, an exchange-traded fund25 (“ETF”) 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.26 

In addition, to the extent a Trust holds securities, (i) each equity security held by a Trust 

must meet the requirements set forth in the Exchange’s rules for equity component securities 

                                                 
22  See proposed Nasdaq Rule 5711(d)(iv)(A)(1); proposed BZX Rule 14.11(e)(4)(D)(i)(a); proposed NYSE 

Arca Rule 8.201-E(d)(1)(i) (Generic). 

23  The term “designated contract market” means a board of trade or exchange that has been designated as a 

contract market under Section 5 of the CEA and operates under the regulatory oversight of the Commodity 

Futures Trading Commission, pursuant to Section 5 of the CEA. See proposed Nasdaq Rule 5711(d)(iii)(F); 

proposed BZX Rule 14.11(e)(4)(C)(vi); proposed NYSE Arca Rule 8.201-E(c)(6) (Generic).  

24  See proposed Nasdaq Rule 5711(d)(iv)(A)(2); proposed BZX Rule 14.11(e)(4)(D)(i)(b); proposed NYSE 

Arca Rule 8.201-E(d)(1)(ii) (Generic). According to the Proposals, to be “made available to trade on a 

[DCM],” the relevant futures contract must be listed and traded on the DCM. See Nasdaq Proposal at 12 

n.17; BZX Proposal at 9; NYSE Arca Proposal at 8, n.6. 

25  The term “exchange-traded fund” means an open-end management investment company or a unit 

investment trust as defined in Section 4(2) of the 1940 Act 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 1940 Act or in reliance on an exemptive rule adopted by the Commission. See proposed 

Nasdaq Rule 5711(d)(iii)(G); proposed BZX Rule 14.11(e)(4)(C)(vii); proposed NYSE Arca Rule 8.201-

E(c)(7) (Generic). 

26  See proposed Nasdaq Rule 5711(d)(iv)(A)(3); proposed BZX Rule 14.11(e)(4)(D)(i)(c); proposed NYSE 

Arca Rule 8.201-E(d)(1)(iii) (Generic). 

 



 

7 

underlying Managed Fund Shares generically listed on the Exchange;27 (ii) each fixed income 

security held by a Trust must meet the requirements set forth in the Exchange’s rules for fixed 

income component securities underlying Managed Fund Shares generically listed on the 

Exchange,28 and (iii) if the security is a listed option, it must trade on an ISG market.29  

Each Proposal also provides that, for generic listing and trading, a 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.30 

C. Disclosure of Information 

To generically list and trade, each Proposal requires that a Trust must disclose 

prominently on its website, which is publicly available and free of charge, the following 

information: 

                                                 
27  See Nasdaq Rule 5735(b)(1)(A) (Managed Fund Shares); BZX Rule 14.11(i) (4)(C)(i) (Managed Fund 

Shares); NYSE Arca Rule 8.600-E (Managed Fund Shares), Commentary .01(a). These provisions set forth 

various requirements for U.S. and non-U.S. component stocks included in the portfolio holdings of Managed 

Fund Shares generically listed and traded on the Exchanges, including minimum market value and trading 

volume requirements, diversification requirements, and trading and reporting requirements, that such 

underlying equity securities must meet in order for the shares to list and trade pursuant to the Managed Fund 

Shares generic listing standards.   

28  See Nasdaq Rule 5735(b)(1)(B) (Managed Fund Shares); BZX Rule 14.11(i)(4)(C)(ii) (Managed Fund 

Shares); NYSE Arca Rule 8.600-E (Managed Fund Shares), Commentary .01(b). These provisions set forth 

various requirements for fixed income securities included in the portfolio holdings of Managed Fund Shares 

generically listed and traded on the Exchanges, including requirements relating to issuer status, minimum 

original principal amount outstanding, and diversification, that such underlying fixed income securities must 

meet in order for the shares to list and trade pursuant to the Managed Fund Shares generic listing standards. 

29  See proposed Nasdaq Rule 5711(d)(iv)(B); proposed BZX Rule 14.11(e)(4)(D)(ii); proposed NYSE Arca 

Rule 8.201-E(d)(2) (Generic). See infra notes 70-72 and accompanying text. 

30  See proposed Nasdaq Rule 5711(d)(vi); proposed BZX Rule 14.11(e)(4)(F); proposed NYSE Arca Rule 

8.201-E(f) (Generic).  

 



 

8 

• Before the opening of regular trading on the Exchange, for the Trust’s 

commodities, commodity-based assets, securities, cash and cash equivalents, to 

the extent applicable: (i) ticker symbol; (ii) identifier; (iii) description of the 

holding; (iv) the quantity of each commodity, commodity-based asset, security, 

cash, and cash equivalents held; and (v) percentage weighting of the Trust’s 

assets;31 

• The Trust’s current net asset value per share, market price,32 and premium or 

discount,33 each as of the end of the prior business day;34 

• 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);35 

                                                 
31  See proposed Nasdaq Rule 5711(d)(v)(A); proposed BZX Rule 14.11(e)(4)(E)(i); proposed NYSE Arca 

Rule 8.201-E(e)(1) (Generic). 

32  The term “market price” means: (i) the official closing price of a Trust share; or (ii) 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. 

See proposed Nasdaq Rule 5711(d)(iii)(I); proposed BZX Rule 14.11(e)(4)(C)(ix); proposed NYSE Arca 

Rule 8.201-E(c)(9) (Generic). 

33  The term “premium or discount” means 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. See 

proposed Nasdaq Rule 5711(d)(iii)(J); proposed BZX Rule 14.11(e)(4)(C)(x); proposed NYSE Arca Rule 

8.201-E(c)(10) (Generic). 

34  See proposed Nasdaq Rule 5711(d)(v)(B); proposed BZX Rule 14.11(e)(4)(E)(ii); proposed NYSE Arca 

Rule 8.201-E(e)(2) (Generic). 

35  See proposed Nasdaq Rule 5711(d)(v)(C); proposed BZX Rule 14.11(e)(4)(E)(iii); proposed NYSE Arca 

Rule 8.201-E(e)(3) (Generic). 

 



 

9 

• 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);36 

• The Trust share’s median bid-ask spread, expressed as a percentage rounded to 

the nearest hundredth, computed by: (i) 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; (ii) dividing the difference between each 

such bid and offer by the midpoint of the national best bid and national best offer; 

and (iii) identifying the median of those values;37 

• Liquidity risk policies and procedures (described further below);38 

• The Trust’s methodology for the calculation of its net asset value;39 

• The Trust’s trading volume for the previous day;40 and 

• The Trust’s effective prospectus, in a form available for download.41 

                                                 
36  See proposed Nasdaq Rule 5711(d)(v)(D); proposed BZX Rule 14.11(e)(4)(E)(iv); proposed NYSE Arca 

Rule 8.201-E(e)(4) (Generic). 

37  See proposed Nasdaq Rule 5711(d)(v)(E); proposed BZX Rule 14.11(e)(4)(E)(v); proposed NYSE Arca 

Rule 8.201-E(e)(5) (Generic). 

38  See proposed Nasdaq Rule 5711(d)(v)(F); proposed BZX Rule 14.11(e)(4)(E)(vi); proposed NYSE Arca 

Rule 8.201-E(e)(6) (Generic). See also infra Section II.D.  

39  See proposed Nasdaq Rule 5711(d)(v)(G); proposed BZX Rule 14.11(e)(4)(E)(vii); proposed NYSE Arca 

Rule 8.201-E(e)(7) (Generic). 

40  See proposed Nasdaq Rule 5711(d)(v)(H); proposed BZX Rule 14.11(e)(4)(E)(viii); proposed NYSE Arca 

Rule 8.201-E(e)(8) (Generic). 

41  See proposed Nasdaq Rule 5711(d)(v)(I); proposed BZX Rule 14.11(e)(4)(E)(ix); proposed NYSE Arca 

Rule 8.201-E(e)(9) (Generic). The proposed generic listing standards would also continue to require 

members to provide all purchasers of newly issued Commodity-Based Trust Shares a prospectus for the 

series of Commodity-Based Trust Shares, as is the case today. See proposed Nasdaq Rule 5711(d), 

Commentary .01; proposed BZX Rule 14.11(e)(4), Interpretations and Policies .02; proposed NYSE Arca 

Rule 8.201-E (Generic), Commentary .01. 

 



 

10 

D. Liquidity Risk Policies and Procedures 

The proposed generic listing standards for Commodity-Based Trust Shares generally 

provide that, 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.42 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:  

• 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;43 

• Holdings of cash and cash equivalents, as well as borrowing arrangements and 

other funding sources;44 and 

• 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.45 

For purposes of this proposed requirement, an asset is deemed not readily available to 

meet redemption requests if it is segregated, pledged, hypothecated, encumbered, or otherwise 

                                                 
42  See proposed Nasdaq Rule 5711(d)(vii); proposed BZX Rule 14.11(e)(4)(G); proposed NYSE Arca Rule 

8.201-E(g) (Generic). 

43  See proposed Nasdaq Rule 5711(d)(vii)(A); proposed BZX Rule 14.11(e)(4)(G)(i); proposed NYSE Arca 

Rule 8.201-E(g)(1) (Generic). 

44  See proposed Nasdaq Rule 5711(d)(vii)(B); proposed BZX Rule 14.11(e)(4)(G)(ii); proposed NYSE Arca 

Rule 8.201-E(g)(2) (Generic). 

45  See proposed Nasdaq Rule 5711(d)(vii)(C); proposed BZX Rule 14.11(e)(4)(G)(iii); proposed NYSE Arca 

Rule 8.201-E(g)(3) (Generic). 

 



 

11 

restricted or prevented from being liquidated, sold, transferred, or assigned within one business 

day.46 

E. Initial and Continued Listing Criteria 

Each Proposal sets forth initial listing requirements for the generic listing and trading of 

Commodity-Based Trust Shares. Specifically, on an initial basis, an Exchange must establish, as 

is required today, a minimum number of Commodity-Based Trust Shares required to be 

outstanding at the time of commencement of trading on the Exchange.47 In addition, all 

Commodity-Based Trust Shares must have a stated investment objective, which must be adhered 

to under normal market conditions.48 

Each Proposal also sets forth continued listing requirements for the generic listing and 

trading of Commodity-Based Trust Shares, and requires an issuer of Commodity-Based Trust 

Shares to promptly notify the Exchange of any non-compliance with any of the applicable 

continued listing standards set forth in the proposed rule.49 Moreover, each Proposal requires the 

Exchange to maintain surveillance procedures for Commodity-Based Trust Shares and consider 

the suspension of trading in and the delisting of Trust shares under certain circumstances.50 

                                                 
46  See proposed Nasdaq Rule 5711(d)(vii); proposed BZX Rule 14.11(e)(4)(G); proposed NYSE Arca Rule 

8.201-E(g) (Generic). This provision would, for example, apply to Commodity-Based Trust Shares that 

hold digital assets and engage in protocol staking of such assets if the Trust has, on a daily basis, less than 

85% of its assets readily available to meet redemption requests within one business day. See Nasdaq 

Proposal at 15-16; BZX Proposal at 11; NYSE Arca Proposal at 10.  

47  See proposed Nasdaq Rule 5711(d)(viii)(A)(1); proposed BZX Rule 14.11(e)(4)(H)(i); proposed NYSE 

Arca Rule 8.201-E(h)(1) (Generic). 

48  See proposed Nasdaq Rule 5711(d)(viii)(A)(2); proposed BZX Rule 14.11(e)(4)(H)(ii); proposed NYSE 

Arca Rule 8.201-E(h)(2) (Generic). 

49  See proposed Nasdaq Rule 5711(d), Commentary .03; proposed BZX Rule 14.11(e)(4), Interpretations and 

Policies .01; proposed NYSE Arca Rule 8.201-E(k) (Generic). 

50  The proposed generic listing standards would specify that an Exchange will consider suspension and will 

initiate delisting if: (i) following the initial 12 month period following commencement of trading, (A) the 

Trust has more than 60 days remaining until termination and there are fewer than 50 record and/or 

beneficial holders, (B) the Trust has fewer than 50,000 Trust shares issued and outstanding, or (C) the 

market value of all Trust shares issued and outstanding is less than $1,000,000; (ii) the Trust fails to 

 



 

12 

F.  Trading Halts 

The proposed generic listing standards set forth circumstances pursuant to which an 

Exchange will halt trading in Commodity-Based Trust Shares. In general, an Exchange may halt 

trading during the day in which there is an interruption to the dissemination of the underlying 

reference asset(s) or index value, the intraday indicative value,51 the information required to be 

disclosed by the proposed generic listing standards,52 or the net asset value.53 

G.  Market Maker Requirements 

The proposed generic listing standards would retain the Exchanges’ current rules that 

provide that registered market makers in Commodity-Based Trust Shares on an Exchange must 

file with the Exchange and keep current a list identifying all accounts for trading in each underlying 

commodity and commodity-based asset which the registered market maker may have or over which 

                                                 
disseminate updated information relating to the underlying reference asset or index or the intraday 

indicative value (as defined below); (iii) the net asset value is not calculated and disseminated daily; (iv) 

other information required to be disclosed by the proposed generic listing standards is not disseminated; (v) 

any of the continued listing requirements set forth in the rule are not continuously maintained; or (vi) any 

other event occurs or condition exists which, in the opinion of an Exchange, makes further dealings on the 

Exchange inadvisable. See proposed Nasdaq Rule 5711(d)(viii)(B); proposed BZX Rule 14.11(e)(4)(I); 

proposed NYSE Arca Rule 8.201-E(i) (Generic). The circumstances under which the Exchanges will 

consider the suspension of trading in, and initiate the delisting of, Trust shares are substantially similar to 

each Exchange’s current rules for Commodity-Based Trust Shares. 

51  The term “intraday indicative value” means the estimated indicative value of a Trust share based on current 

information regarding the value of the Trust’s underlying assets. See proposed Nasdaq Rule 5711(d)(iii)(H); 

proposed BZX Rule 14.11(e)(4)(C)(viii); proposed NYSE Arca Rule 8.201-E(c)(8) (Generic) (the NYSE 

Arca Proposal uses the term “intraday trust value” instead, which has the same meaning). 

52  See supra Section II.C. 

53  See proposed Nasdaq Rule 5711(d)(ix); proposed BZX Rule 14.11(e)(4)(J); proposed NYSE Arca Rule 

8.201-E(1) (Generic). The NYSE Arca Proposal provides that NYSE Arca may also halt trading because of 

market conditions or for reasons that, in the view of the Exchange, make trading in the Trust shares 

inadvisable. See proposed NYSE Arca Rule 8.201-E(l)(3) (Generic). The BZX Proposal provides that BZX 

may also exercise discretion to halt trading in a series of Commodity-Based Trust Shares based on a 

consideration of the following factors: (i) the extent to which trading has ceased in underlying 

commodity(s) or commodity-based assets comprising the index or portfolio, (ii) in the event of national, 

regional, or localized disruption that necessitates a trading halt to maintain a fair and orderly market, or (iii) 

the presence of other unusual conditions or circumstances detrimental to the maintenance of a fair and 

orderly market. See proposed BZX Rule 14.11(e)(4)(J)(iii). 

 



 

13 

it may exercise investment discretion.54 In addition, the Proposals continue to limit registered 

market makers in Commodity-Based Trust Shares from trading in an underlying commodity, 

commodity-based asset, or any other related commodity derivative thereon under certain 

circumstances.55 Furthermore, the Proposals continue to require registered market makers in 

Commodity-Based Trust Shares to make available to the Exchange books, records or other 

information pertaining to trading the underlying commodity or commodity-based asset.56 

H.  Firewall Requirements 

The proposed generic listing standards require the implementation and maintenance of 

firewalls and policies and procedures designed to prevent the use and dissemination of material, 

non-public information and fraudulent or manipulative acts or practices in the following 

circumstances: 

• 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;57 

• 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 

                                                 
54  See proposed Nasdaq Rule 5711(d)(xiii); proposed BZX Rule 14.11(e)(4)(L); proposed NYSE Arca Rule 

8.201-E(m) (Generic). 

55  See id. 

56  See id.  

57  See proposed Nasdaq Rule 5711(d)(x)(1); proposed BZX Rule 14.11(e)(4)(M)(i); proposed NYSE Arca 

Rule 8.201-E(n)(1) (Generic). 

 



 

14 

be subject to, procedures designed to prevent the use and dissemination of 

material, non-public information regarding the applicable index;58 and  

• 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) 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.59 

The Exchanges will consider the suspension of trading in, and the delisting of, 

Commodity-Based Trust Shares that do not continuously maintain these requirements.60    

III. DISCUSSION AND COMMISSION FINDINGS 

After careful review, the Commission finds that the Proposals are consistent with the 

Exchange Act and rules and regulations thereunder applicable to a national securities exchange.61 

In particular, the Commission finds that the Proposals are consistent with Section 6(b)(5) of the 

Exchange Act,62 which requires, among other things, that the Exchanges’ rules be designed to 

prevent fraudulent and manipulative acts and practices, to promote just and equitable principles 

                                                 
58  See proposed Nasdaq Rule 5711(d)(x)(2); proposed BZX Rule 14.11(e)(4)(M)(ii); proposed NYSE Arca 

Rule 8.201-E(n)(2) (Generic). 

59  See proposed Nasdaq Rule 5711(d)(x)(3); proposed BZX Rule 14.11(e)(4)(M)(iii); proposed NYSE Arca 

Rule 8.201-E(n)(3) (Generic). 

60  See supra note 50. 

61  In approving the Proposals, the Commission has considered the Proposals’ impacts on efficiency, 

competition, and capital formation. See 15 U.S.C. 78c(f). 

62  15 U.S.C. 78f(b)(5). 

 



 

15 

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 and are not 

designed to permit unfair discrimination between customers, issuers, brokers, or dealers. 

Rule 19b-4(e) provides that the listing and trading of a new derivative securities product 

by an SRO shall not be deemed a proposed rule change pursuant to Section (c)(1) of Rule 19b-

463 if the Commission has approved, pursuant to Section 19(b),64 the SRO’s trading rules, 

procedures, and listing standards for the product class that would include the new derivatives 

securities product, and the SRO has a surveillance program for the product class.65 The 

Exchanges are proposing to adopt generic listing standards for Commodity-Based Trust Shares, 

pursuant to which the Exchanges will be able to list and trade such shares under Rule 19b-4(e) 

without Commission approval of each individual proposal.66   

The Proposals fulfill the intended objective of Rule 19b-4(e) by permitting shares that 

satisfy the proposed generic listing standards to commence trading without public comment and 

Commission approval.67 The Exchanges’ ability to rely on Rule 19b-4(e) to list and trade 

Commodity-Based Trust Shares that meet the applicable requirements and minimum standards 

will reduce the time frame for bringing the shares to market and thereby reduce the burdens on 

issuers and other market participants, while also promoting competition. The Proposals also 

                                                 
63  17 CFR 240.19b-4(c)(1). 

64   15 U.S.C. 78s(b). 

65  See supra note 9. 

66  17 CFR 240.19b-4(e). 

67  The failure of any particular Commodity-Based Trust Shares to satisfy the proposed generic listing 

standards pursuant to Rule 19b-4(e) would not preclude an Exchange from submitting a separate filing 

pursuant to Section 19(b) to list and trade those Commodity-Based Trust Shares. See supra note 10. 

 



 

16 

require the Exchanges to maintain surveillance procedures for Commodity-Based Trust Shares, 

consistent with the requirements of Rule 19b-4(e).68  

Moreover, the proposed eligibility requirements for commodities and commodity-based 

assets that may underlie Commodity-Based Trust Shares are reasonably designed to help prevent 

fraudulent and manipulative acts and practices, to remove impediments to and perfect the 

mechanism of a free and open market and a national market system, and to protect investors and 

the public interest, and are therefore consistent with the requirements of Section 6(b)(5) of the 

Exchange Act.69 As described above, to be an eligible holding under the generic listing 

standards, the Proposals provide that, for each commodity, or commodity that underlies a 

commodity-based asset, the commodity may (1) trade on an ISG market; or (2) have futures 

traded for at least six months on a DCM that is an ISG market or with which an Exchange has a 

CSSA. Whether the Trust holds the commodity directly, or holds commodity-based assets, these 

eligibility requirements help to ensure the availability of information with respect to the 

commodity, or the commodity that underlies the commodity-based asset, necessary to detect and 

deter potential fraud and manipulation. The availability of this information can be reasonably 

expected to assist the Exchanges in surveilling for fraud and manipulation that may impact the 

Commodity-Based Trust Shares. The Commission has previously recognized that surveillance-

sharing agreements assist in the detection and deterrence of fraudulent and manipulative 

activity.70 The Commission also has stated that it considers two markets that are members of the 

                                                 
68  17 CFR 240.19b-4(e). 

69  15 U.S.C. 78f(b)(5).  

70  See, e.g., Securities Exchange Act Release No. 35518 (Mar. 21, 1995), 60 FR 15804, 15807 (Mar. 27, 

1995) (SR-Amex-94-30) (approving the listing and trading of Commodity Linked Notes) (finding that the 

listing exchange had surveillance-sharing agreements with the exchanges on which the futures contracts 

that make up the reference indexes traded and was able to obtain market surveillance information); 

Securities Exchange Act Release No. 36166 (Aug. 29, 1995), 60 FR 46637, 46641 (Sept. 7, 1995) (SR-

 



 

17 

ISG to have a CSSA with one another, even if they do not have a separate bilateral surveillance-

sharing agreement.71 Finally, the Commission has stated that these agreements, whether through 

                                                 
PSE-94-28) (approving a proposal to adopt uniform listing and trading guidelines for stock-index, currency, 

and currency-index warrants) (stating that “a surveillance sharing agreement should provide the parties 

with the ability to obtain information necessary to detect and deter market manipulation and other trading 

abuses” and, in the context of foreign stock-index warrants, the Commission “generally requires that there 

be a surveillance sharing agreement in place between an exchange listing or trading a derivative product 

and the exchange(s) trading the stocks underlying the derivative contract that specifically enables the 

relevant markets to surveil trading in the derivative product and its underlying stocks”); Securities 

Exchange Act Release No. 99306 (Jan. 10, 2024), 89 FR 3008, 3012 (Jan. 17, 2024) (SR-NYSEARCA-

2021-90; SR-NYSEARCA-2023-44; SR-NYSEARCA-2023-58; SR-NASDAQ-2023-016; SR-NASDAQ-

2023-019; SR-CboeBZX-2023-028; SR-CboeBZX-2023-038; SR-CboeBZX-2023-040; SR-CboeBZX-

2023-042; SR-CboeBZX-2023-044; SR-CboeBZX-2023-072) (approving the listing and trading of bitcoin-

based Commodity-Based Trust Shares and Trust Units) (concluding that a “surveillance-sharing agreement 

with the CME can be reasonably expected to assist in surveilling for fraud and manipulation that may 

impact the proposed spot bitcoin ETPs”) (“Spot BTC Approval Order”); Securities Exchange Act Release 

No. 100224 (May 23, 2024), 89 FR 46937, 46940 (May 30, 2024) (SR-NYSEARCA-2023-70; SR-

NYSEARCA-2024-31; SR-NASDAQ-2023-045; SR-CboeBZX-2023-069; SR-CboeBZX-2023-070; SR-

CboeBZX-2023-087; SR-CboeBZX-2023-095; SR-CboeBZX-2024-018) (approving the listing and trading 

of ether-based exchange-traded products) (concluding that a “surveillance-sharing agreement with the CME 

can be reasonably expected to assist in surveilling for fraud and manipulation that may impact the proposed 

spot ether ETPs”) (“Spot ETH Approval Order”); Spot Gold Approval Order, supra note 11 at 64619 

(finding that the exchange’s Memorandum of Understanding with NYMEX for the sharing of information 

related to any financial instrument based, in whole or in part, upon an interest in or performance of gold 

assists in creating the basis for the exchange to monitor for fraudulent and manipulative practices in the 

trading of the shares); Securities Exchange Act Release No. 53521 (Mar. 20, 2006), 71 FR 14967, 14974 

(Mar. 24, 2006) (SR-Amex-2005-072) (approving the listing and trading of the iShares® Silver Trust) 

(stating that, although an information sharing agreement with the OTC silver market was not possible, the 

exchange’s information sharing agreement with NYMEX for the purpose of providing information in 

connection with trading in or related to COMEX silver futures contracts helps create the basis for Amex to 

monitor for fraudulent and manipulative practices in the trading of the shares); Securities Exchange Act 

Release No. 86636 (Aug. 12, 2019), 84 FR 42030, 42034 (Aug. 16, 2019) (SR-NYSEARCA-2018-98) 

(approving the listing and trading of iShares Commodity Multi-Strategy ETF) (in a matter where an ETF 

holds up to 60% of its assets in OTC forwards, options, and swaps on a commodities index or commodities 

from the same sectors as those included in the index, finding that the exchange’s representation that each of 

the commodities in the index has futures traded on an ISG market or futures exchange with which the 

exchange has a CSSA helps to mitigate concerns that the ETF’s investments in OTC derivatives will make 

the shares more susceptible to manipulation); and Securities Exchange Act Release No. 86698 (Aug. 16, 

2019), 84 FR 43823, 43829 (Aug. 22, 2019) (SR-NYSEARCA-2018-83) (approving the listing and trading 

the iShares Bloomberg Roll Select Commodity Strategy ETF) (in a matter where an ETF holds up to 60% 

of its assets in listed futures, options, and swaps, and up to 60% of its assets in OTC forwards, options, and 

swaps, each on a commodities index or on commodities from the same sectors as those included in the 

index, finding that the exchange’s representations that (i) the futures contracts included in the index are 

traded on ISG markets or futures exchanges with which the exchange has a CSSA, and (ii) all commodities 

underlying the index have futures that are traded on ISG markets or futures exchanges with which the 

exchange has a CSSA, help to mitigate concerns that the ETF’s investments in OTC and listed derivatives 

will make the shares susceptible to manipulation).  

71  See NDSP Adopting Release, supra note 9 at 70959 (stating that the ISG “was formed to coordinate, among 

other things, effective surveillance and investigative information sharing arrangements in the stock and 

options markets,” and that, if an exchange trades component securities underlying a new derivative 

 



 

18 

an ISG membership or through a CSSA, should help to ensure the availability of information 

necessary to detect and deter potential manipulations and other trading abuses, thereby making 

the Commodity-Based Trust Shares less readily susceptible to manipulation.72   

The Proposals also provide that, if an ETF designed to provide economic exposure of no 

less than 40% of its net asset value to a commodity lists and trades on a national securities 

exchange, Commodity-Based Trust Shares issued by a Trust that holds the same commodity, or 

commodity-based assets with the same underlying commodity, can list and trade on an Exchange 

pursuant to the proposed generic listing standards. Allowing the generic listing and trading of 

Commodity-Based Trust Shares that provide exposure to commodities that already substantially 

underlie listed and traded ETFs (i.e., at least 40% of the portfolio of such ETFs provide 

economic exposure to the same commodity) will promote just and equitable principles of trade, 

remove impediments to and perfect the mechanism of a free and open market, and help ensure 

that the Exchanges’ rules are not designed to permit unfair discrimination between issuers.73 

                                                 
securities product and is not a member of the ISG, the exchange seeking to list and trade such new 

derivative securities product should enter into a comprehensive information sharing agreement with the 

non-ISG market, and conversely, if an exchange seeks to list and trade a new derivative securities product 

and is not a member of the ISG, such exchange should enter into a comprehensive information sharing 

agreement with each market that trades securities underlying the new derivative securities product). 

72  See Securities Exchange Act Release No. 102921 (Apr. 23, 2025), 90 FR 17856, 17859 (Apr. 29, 2025) 

(SR-NYSEARCA-2024-70) (approving the listing and trading of COtwo Advisors Physical European 

Carbon Allowance Trust) (stating that the spot market’s ISG membership and the exchange’s CSSA with 

the derivatives market can be reasonably expected to assist in surveilling for fraudulent and manipulative 

acts and practices with respect to the spot carbon allowances proposed to be held by the trust and further 

elaborating that these agreements, whether through ISG membership or CSSAs, should help to ensure the 

availability of information necessary to detect and deter potential manipulations and other trading abuses, 

thereby making the shares of the trust less readily susceptible to manipulation).  

73  Although Commodity-Based Trust Shares are not investment companies under the 1940 Act, and therefore 

not subject to the rules and regulations of the 1940 Act, the Proposals would require the Trusts, pursuant to 

the proposed generic listing standards, to comply with certain requirements similar to those applicable to 

Exchange-Traded Fund Shares. For example, Commodity-Based Trust Shares will have disclosure 

requirements with respect to the Trusts’ holdings and valuation metrics similar to those required under Rule 

6c-11. See definition of “net asset value,” supra note 18, and proposed disclosure requirements, supra 

Section II.C. See also infra note 89 and accompanying text. 

 



 

19 

Currently, ETFs that comply with Rule 6c-11 under the 1940 Act (“Rule 6c-11”) may list and 

trade their shares pursuant to Rule 19b-4(e) under the Exchanges’ existing generic listing 

standards.74 By consistently applying generic listing and trading across products with economic 

exposures to the same underlying commodities, the Proposals would level the playing field 

between the issuers of Commodity-Based Trust Shares and the issuers of Rule 6c-11 eligible 

ETFs, which would promote competition and would more readily afford investors greater 

investment options. Moreover, all national securities exchanges that list and trade ETFs are 

members of ISG. Accordingly, the Exchanges would be able to obtain information with respect 

to listed and traded ETFs that have exposure to the same underlying commodity, which should 

facilitate information sharing and help to ensure the availability of information necessary to aid 

in the detection and deterrence of potential manipulations and other trading abuses, thereby 

making the Commodity-Based Trust Shares less readily susceptible to fraud and manipulation.75 

Furthermore, it is appropriate for the Exchanges to apply this eligibility criteria only on an initial 

                                                 
74  See NYSE Arca Rule 5.2-E(j)(8) (Exchange-Traded Fund Shares); Nasdaq Rule 5704 (Exchange-Traded 

Fund Shares); BZX Rule 14.11(l) (Exchange-Traded Fund Shares). When approving the generic listing 

standards for ETFs that comply with Rule 6c-11, defined by each Exchange as “Exchange-Traded Fund 

Shares,” the Commission found that the portfolio disclosure requirements in Rule 6c–11 should help 

prevent manipulation of these shares, and that such disclosure, along with requirements relating to firewalls 

and procedures to prevent the use and dissemination of material, non-public information and existing 

statutory requirements, should help to protect against fraudulent and manipulative acts and practices. See 

Securities Exchange Act Release No. 88625 (Apr. 13, 2020), 85 FR 21479, 21487 (Apr. 17, 2020) (SR-

NYSEARCA-2019-81) (order approving NYSE Arca Rule 5.2–E(j)(8)); Securities Exchange Act Release 

No. 88561 (Apr. 3, 2020), 85 FR 19984, 19992 (Apr. 9, 2020) (SR-NASDAQ-2019-090) (order approving 

Nasdaq Rule 5704); and Securities Exchange Act Release No. 88566 (Apr. 6, 2020), 85 FR 20312, 20320 

(Apr. 10, 2020) (SR-CboeBZX-2019-097) (order approving BZX Rule 14.11(l)). 

75  In addition, a Trust would be subject to ongoing disclosure obligations and additional requirements relating 

to, among other things, liquidity risk policies and procedures, market maker accounts, firewalls and 

procedures designed to prevent the use and dissemination of material, non-public information and fraud and 

manipulation, and restrictions on the use of leverage. As discussed further below, these requirements are 

designed to prevent fraudulent and manipulative acts and practices and protect investors and the public 

interest, consistent with Section 6(b)(5) of the Exchange Act, and, taken together, should help to protect 

against fraud and manipulation in the Commodity-Based Trust Shares. See supra note 74.  

 



 

20 

basis. Delisting Commodity-Based Trust Shares because the economic exposure to a commodity 

by the preceding ETF diminished to less than 40% could cause unnecessary market disruption.76  

The Proposals require that each security held by a Trust meet the requirements set forth 

in the respective Exchange’s rules for equity and fixed income securities underlying generically 

listed Managed Fund Shares or, if the security held by the Trust is a listed option, it must trade 

on an ISG market.77 These requirements are reasonably designed to help prevent fraudulent and 

manipulative acts and practices and to protect investors and the public interest, and are therefore 

consistent with the requirement in Section 6(b)(5) of the Exchange Act.78 The Commission 

previously found the Exchanges’ generic listing standards for Managed Fund Shares consistent 

with the Exchange Act, including the requirements relating to component equity and fixed 

income securities underlying Managed Fund Shares.79 Moreover, as discussed above, with 

respect to listed options, ISG membership and CSSAs help to ensure the availability of 

                                                 
76  An ETF’s exposure to a commodity may change over time for any number of reasons unrelated to any 

regulatory concerns. If, however, an ETF’s decreased exposure to a commodity is due to regulatory 

concerns, the Exchanges would have the necessary rules to address the continued listing and trading of 

Commodity-Based Trust Shares that relied on such ETF for initial listing and trading. See supra note 50 

relating to each Exchange’s ability to delist Commodity-Based Trust Shares if an event occurs or a 

condition exists which, in the opinion of the Exchange, makes further dealings on the Exchange 

inadvisable.  

77  See supra notes 27-29 and accompanying text. The Proposals would limit a Trust from holding securities if 

doing so would require the Trust to register as an investment company under the 1940 Act. See supra note 

13 and accompanying text and infra note 81 and accompanying text. 

78  15 U.S.C. 78f(b)(5). 

79  See Securities Exchange Act Release No. 78397 (July 22, 2016), 81 FR 49320 (July 27, 2016) 

(NYSEARCA-2015-110) (approving NYSE Arca’s generic listing standards for Managed Fund Shares); 

Securities Exchange Act Release No. 78396 (July 22, 2016), 81 FR 49698 (July 28, 2016) (SR-BATS-

2015-100) (approving BZX’s generic listing standards for Managed Fund Shares); Securities Exchange Act 

Release No. 78918 (Sep. 23, 2016), 81 FR 67033 (Sep. 29, 2016) (SR-NASDAQ-2016-104) (approving 

Nasdaq’s generic listing standards for Managed Fund Shares).21 

information necessary to detect and deter potential manipulations and other trading abuses, 

thereby making the Commodity-Based Trust Shares less readily susceptible to manipulation.80 

In addition to the eligibility requirements, the Proposals specify that, in order to qualify 

under the proposed generic listing standards, the Commodity-Based Trust Shares must (1) be 

issued by a Trust that is not registered as an investment company pursuant to the 1940 Act; (2) 

be designed to reflect the performance of one or more reference assets or an index of reference 

assets; and (3) not seek to provide investment returns that correspond to the performance of a 

specified multiple, inverse, or multiple inverse of an index, benchmark, or reference value over a 

predetermined period of time.81 Products that would be registered investment companies or seek 

leverage or inverse strategies may qualify to list and trade under the Exchanges’ other existing 

generic listing standards, including Exchange-Traded Fund Shares.82 In addition, the proposed 

requirement that Commodity-Based Trust Shares reflect the performance of one or more 

reference assets or an index of reference assets is consistent with the current rule that requires 

Commodity-Based Trust Shares to hold and track one or more commodities.83 Moreover, an 

Exchange seeking to list and trade Commodity-Based Trust Shares that do not meet these 

specifications can seek to do so by qualifying to list and trade under the Exchanges’ other 

                                                 
80  See supra notes 70-72 and accompanying text. The Proposals also permit Commodity-Based Trust Shares 

to hold cash and cash equivalents. The Proposals’ definition of cash equivalent is identical to the definition 

in the Exchanges’ existing Managed Fund Shares listing standards. See Nasdaq Rule 5735(b)(1)(C); BZX 

Rule 14.11(i)(4)(C)(iii); NYSE Arca Rule 8.600-E, Commentary .01(c). As noted above, the Commission 

previously found the Exchanges’ generic listing standards for Managed Fund Shares consistent with the 

Exchange Act, including the requirements relating to cash and cash equivalents. See supra note 79.  

81  See supra notes 13-14 and 30 and accompanying text.  

82  NYSE Arca Rule 5.2-E(j)(8) (Exchange-Traded Fund Shares); Nasdaq Rule 5704 (Exchange-Traded Fund 

Shares); BZX Rule 14.11(l) (Exchange-Traded Fund Shares). 

83  See Nasdaq Proposal at 6 n.13 (stating that proposed rule changes for previously listed series of 

Commodity-Based Trust Shares have also been passively managed).  

 



 

22 

existing generic listing standards84 or by submitting a proposed rule change to the Commission 

under Section 19(b).85 Accordingly, the Exchanges’ scope of qualifications for generically listed 

and traded Commodity-Based Trust Shares are reasonable and consistent with Section 6(b)(5) of 

the Exchange Act.86 

The Proposals stipulate other requirements for Commodity-Based Trust Shares. First, the 

Proposals would require a Trust issuing Commodity-Based Trust Shares to disclose prominently 

on its public website certain information relating to the Commodity-Based Trust Shares.87 

Previously approved listing rules for specific Commodity-Based Trust Shares have included 

similar disclosure requirements,88 and Rule 6c-11 requires ETFs to disclose substantially similar 

information.89 The website disclosure requirements are designed to provide investors with key 

metrics to evaluate their investment and trading decisions in a format that is easily accessible and 

frequently updated. The information required to be disclosed by the Proposals includes 

information that market participants can use to monitor the underlying commodity market and 

value the Commodity-Based Trust Shares and is consistent with the maintenance of fair and 

                                                 
84  See, e.g., Registration Statement on Form N-1A for Volatility Shares Trust, dated Mar. 29, 2023 (File Nos. 

333-263619 and 811-23785) relating to the 2x Bitcoin Strategy ETF, available at 

sec.gov/Archives/edgar/data/1884021/000138713123004119/btix-485apos_032323.htm; Registration 

statement on Form N-1A for ProShares Trust, dated July 23, 2025 (File Nos. 333-89822 and 811-21114) 

relating to the Short Bitcoin ETF, Short Ether ETF, Ultra Bitcoin ETF, Ultra Ether ETF, UltraShort Bitcoin 

ETF, and UltraShort Ether ETF, available at 

https://www.sec.gov/Archives/edgar/data/1174610/000168386325006082/f42514d1.htm.  

85   See supra note 10. 

86  15 U.S.C. 78f(b)(5). 

87  See supra Section II.C.  

88  See, e.g., Spot BTC Approval Order, supra note 70 at 3011; Spot ETH Approval Order, supra note 70 at 

46940; Securities Exchange Act Release No. 101998 (Dec. 19, 2024), 89 FR 106707 (Dec. 30, 2024) (SR-

NASDAQ-2024-028; CboeBZX-2024-091) (approving the listing and trading of the Hashdex Nasdaq 

Crypto Index US ETF and Franklin Crypto Index ETF) (“Spot BTC/ETH Approval Order”). 

89  17 CFR 270.6c-11(c).   

 



 

23 

orderly markets and investor protection, as required by Section 6(b)(5) of the Exchange Act.90 

The dissemination of this information will facilitate transparency with respect to the Commodity-

Based Trust Shares and diminish the risk of manipulation or unfair informational advantage. 

Second, the Proposals would require a Trust that has less than 85% of its assets readily 

available to meet redemption requests daily to maintain and review written liquidity risk policies 

and procedures to address the risk that it could not meet redemption requests without 

signification dilution of remaining shareholders.91 This provision is consistent with the 

requirement of Section 6(b)(5) of the Exchange Act that an Exchange’s rules be 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 to protect investors and 

the public interest.92 The requirement promotes effective liquidity risk management for issuers of 

Commodity-Based Trust Shares, thereby reducing the risk that a Trust that encumbers a 

significant portion of its assets will be unable to meet its redemption obligations, and is 

consistent with the maintenance of fair and orderly markets. In addition, because a Trust is 

required to publicly disclose its liquidity risk policies and procedures on its website free of 

charge,93 this provision should help to ensure that investors have relevant information that will 

allow them to adequately assess the characteristics and risks of trading Commodity-Based Trust 

Shares issued by a Trust that encumbers more than 15% of its assets. 

                                                 
90  15 U.S.C. 78f(b)(5). 

91  See supra Section II.D.   

92  15 U.S.C. 78f(b)(5). 

93  See supra note 38 and accompanying text. 

 



 

24 

Third, the proposed generic listing standards will have certain initial and continued listing 

requirements94 and include provisions allowing an Exchange to halt trading in Commodity-

Based Trust Shares in certain circumstances, including in circumstances where information 

relating to the Commodity-Based Trust Shares and/or the underlying reference asset or index is 

not being disseminated as required.95 The initial and continued listing standards are adequate to 

ensure transparency of key values and information96 regarding the Commodity-Based Trust 

Shares and will help ensure that a minimum level of liquidity97 exists for the initial and 

continued trading of Commodity-Based Trust Shares. Transparency of key values and 

information and a minimum level of liquidity will help facilitate a fair and orderly market for the 

Shares, as well as help to ensure that the Shares are not susceptible to manipulation.98 In 

addition, the Exchanges will have the ability to delist Commodity-Based Trust Shares or to halt 

trading if circumstances warrant such action. Moreover, an issuer of Commodity-Based Trust 

Shares must notify the Exchange of any non-compliance with any of the continued listing 

standards,99 and if the Commodity-Based Trust Shares do not satisfy the requirements set forth in 

                                                 
94  See supra Section II.E.   

95  See supra Section II.F. Commodity-Based Trust Shares previously approved for listing and trading have 

included similar trading halt provisions. See, e.g., Spot BTC Approval Order, supra note 70 at 3011; Spot 

ETH Approval Order, supra note 70 at 46940. 

96  See supra note 50 relating to the dissemination of updated information relating to the underlying reference 

asset, index or the intraday indicative value, the net asset value, and other information required to be 

disclosed by the proposed generic listing standards, including the liquidity risk policies and procedures.  

97  See supra note 47 and accompanying text relating to, for initial listing purposes, the minimum number of 

Shares outstanding at the commencement of trading. See also supra note 50 relating to, for continued listing 

purposes, the minimum number of record and/or beneficial holders, as well as Shares issued and 

outstanding, and the minimum market value of the Shares issued and outstanding.  

98  See, e.g., Securities Exchange Act Release No. 57785 (May 6, 2008), 73 FR 27597 (May 13, 2008) (SR-

NYSE-2008-17) (stating that the distribution standards, which includes exchange holder requirements “… 

should help to ensure that the [Special Purpose Acquisition Company’s] securities have sufficient public 

float, investor base, and liquidity to promote fair and orderly markets”). 

99   See supra note 49 and accompanying text. 

 



 

25 

the rule, the Exchange may suspend trading and initiate delisting proceedings.100 Accordingly, 

consistent with the requirement of Section 6(b)(5) of the Exchange Act101 that an Exchange’s 

rules be designed to remove impediments to and perfect the mechanism of a free and open 

market, the initial and continued listing standards and trading halt provisions are reasonably 

designed to promote fair disclosure of information that may be necessary to price the Trust 

shares appropriately, to prevent trading when a reasonable degree of transparency cannot be 

assured, and to ensure fair and orderly markets for the Commodity-Based Trust Shares. 

Fourth, the Proposals would impose obligations on registered market makers in the 

Commodity-Based Trust Shares, including limitations on certain trading activities in the 

underlying commodities and commodity-based assets and requirements to file with, and make 

available to, the Exchanges certain records of transactions by such market makers in the 

underlying commodities and commodity-based assets.102 These proposed requirements should 

deter potential manipulation and other misconduct by registered market makers in the 

Commodity-Based Trust Shares and should assist the Exchanges in identifying situations 

potentially susceptible to manipulation. These requirements are therefore consistent with the 

requirement in Section 6(b)(5) of the Exchange Act that the Exchanges’ rules be designed to 

prevent fraudulent and manipulative acts and practices, to promote just and equitable principles 

of trade, and to protect investors and the public interest.103 

                                                 
100  See proposed Nasdaq Rule 5711(d)(i); proposed BZX Rule 14.11(e)(4)(A); proposed NYSE Arca Rule 

8.201-E(a) (Generic). 

101  15 U.S.C. 78f(b)(5). 

102  See supra Section II.G. 

103  15 U.S.C. 78f(b)(5). 

 



 

26 

Fifth, the Proposals include requirements to erect firewalls; to have procedures to prevent 

the use and dissemination of material, non-public information relating to the Commodity-Based 

Trust Shares and the underlying commodities and/or related indexes; and to have procedures 

designed to prevent fraudulent, deceptive or manipulative acts, practices, or courses of business 

with respect to Commodity-Based Trust Shares and the underlying commodities.104 These 

requirements provide additional protections against the potential misuse of material, non-public 

information relating to Commodity-Based Trust Shares and are designed to prevent fraudulent 

and manipulative acts and practices with respect to the Commodity-Based Trust Shares, and their 

underlying commodities and related indexes, consistent with Section 6(b)(5) of the Exchange 

Act.105 

The comment letters received on the Proposals were generally supportive.106 While 

expressing general support for the proposed generic listing standards, some commenters believe 

that the Proposals should be expanded to, among other things: (i) add an alternative route to 

eligibility for underlying commodities based on quantitative liquidity measures; (ii) contemplate 

actively-managed Commodity-Based Trust Shares; (iii) contemplate generic listing and trading 

                                                 
104  See supra Section II.H. 

105  15 U.S.C. 78f(b)(5). 

106  See Letters from Morrison C. Warren, Chapman and Cutler LLP, on behalf of The Digital Chamber, dated 

Aug. 25, 2025 (“Digital Chamber Letter”), at 2 (stating that they are generally supportive of the proposed 

generic listing standards and believe “they will further regulatory certainty, expedite the timeline for the 

formulation of capital, and be an efficient allocation of regulatory resources”); Gregory E. Xethalis, 

General Counsel, Daniel A. Leonardo, Chief Compliance Officer & Deputy General Counsel, and Jay B. 

Stolkin, Deputy General Counsel, Multicoin Capital Management, LLC, dated Aug. 25, 2025 (“Multicoin 

Letter”), at 2 (stating that the Proposals are “well conceived, narrow in focus, and faithful to the mandates 

of Section 6(b)(5) of the [Exchange Act],” “prioritize surveillance, continued-listing, and disclosure 

safeguards,” and will “enhance efficiency, foster competition, and reduce administrative burden”); Lucas 

Tcheyan, Research Associate, Galaxy Digital Inc., dated Aug. 28, 2025 at 6 (stating that approval of the 

proposed generic listing standards would “manage the growing backlog of applications, provide clarity to 

issuers, and expand regulated access to digital assets” and would help migrate digital asset investments 

“into safer, more efficient, and regulated structures”). 

 



 

27 

of multi-asset Commodity-Based Trust Shares that hold at least 85% of their portfolio in assets 

that meet the proposed eligibility requirements; (iv) treat liquid staking tokens as economically 

equivalent to the underlying staked asset for purposes of eligibility and liquidity provisions of the 

proposed rules; (v) allow Commodity-Based Trust Shares to utilize custom baskets; (vi) for 

purposes of the liquidity risk policies and procedures, allow a Trust to (a) assess “readily 

available” assets based on the Trust’s stated settlement cycle rather than based on one business 

day, and (b) consider liquid staking tokens as “readily available” to meet redemption requests; 

and (vii) include stablecoins in the definition of “cash equivalent.”107 In addition, one commenter 

states that, while the proposed eligibility for the underlying commodity based on whether it 

trades on an ISG market is appropriate today, if the ISG were to change its membership 

requirements in the future, the prong could admit illiquid or marginally liquid assets.108 The 

commenter suggests that, in the future, the Exchanges should replace the ISG-traded eligibility 

standard with an asset qualification standard or limit it to highly liquid commodities.109 

However, these additional recommendations are not before the Commission in the Proposals 

being considered and therefore are outside the scope of this order.  

One comment letter opposes the Proposals and states that ETPs holding digital assets are 

“relatively new,” novel products that pose unique risks and that the Exchanges should be 

required to seek Commission approval to list and trade each such new product to minimize 

investor harm.110 The Commission disagrees. First, contrary to the commenter’s assertion that 

                                                 
107  See Digital Chamber Letter, supra note 106 at 2-10; Multicoin Letter, supra note 106 at 5-7. 

108  See Multicoin Letter, supra note 106 at 4. 

109  See id. 

110  See Letter from Benjamin L. Schiffrin, Director of Securities Policy, Better Markets, Inc., dated Aug. 25, 

2025 (“Better Markets Letter”). 

 



 

28 

ETPs holding digital assets are “novel,” the Commission has been engaged with digital asset 

products since 2013.111 And although the Commission did not approve under Rule 19b-4 an ETP 

with exposure to digital assets until 2022,112 the Commission has since reviewed and approved 

27 additional proposals to list and trade ETPs either holding or having economic exposure to 

digital assets.113 Moreover, the proposed generic listing requirements apply not just to 

Commodity-Based Trust Shares with exposure to digital assets but to those holding other 

commodities, as well as commodity-based assets. With respect to the latter, the first ETP to hold 

commodities was approved by the Commission in 2004,114 and in 2006, the Commission 

approved ETPs providing exposure to futures on commodities.115  

Second, the Commission disagrees with the commenter’s statement that, rather than 

“circumvent” the Rule 19b-4 process, each new product should be considered separately to 

                                                 
111  See Form S-1 Registration Statement filed with the Commission on July 1, 2013, available at 

https://www.sec.gov/Archives/edgar/data/1579346/000119312513279830/d562329ds1.htm.  

112  See Securities Exchange Act Release No. 94620 (Apr. 6, 2022), 87 FR 21676 (Apr. 12, 2022) (SR-

NYSEARCA-2021-53) (approving the listing and trading of the Teucrium Bitcoin Futures Fund, which 

invests in bitcoin futures) (“Teucrium BTC Futures Approval Order”). The first ETPs holding digital assets 

were approved in January 2024. See Spot BTC Approval Order, supra note 70. In addition, the Commission 

has reviewed a number of registration statements for ETFs with exposure to digital assets, with the first 

such products launching in October 2021. See Teucrium BTC Futures Approval Order at 21681. 

113  See Spot BTC Approval Order, supra note 70; Spot ETH Approval Order, supra note 70; Spot BTC/ETH 

Approval Order, supra note 88; Securities Exchange Act Release No. 94853 (May 5, 2022), 87 FR 28848 

(May 11, 2022) (SR-NASDAQ-2021-066) (approving the listing and trading of the Valkyrie XBTO Bitcoin 

Futures Fund); Securities Exchange Act Release No. 100541 (July 17, 2024), 89 FR 59786 (July 23, 2024) 

(SR-NYSEARCA-2024-44; SR-NYSEARCA-2024-53) (approving the listing and trading of the Grayscale 

Ethereum Mini Trust and ProShares Ethereum ETF); Securities Exchange Act Release No. 100610 (July 

26, 2024), 89 FR 62821 (Aug. 1, 2024); (SR-NYSEARCA-2024-45; SR-CboeBZX-2023-101) (approving 

the listing and trading of the Grayscale Bitcoin Mini Trust and the Pando Asset Spot Bitcoin Trust); 

Securities Exchange Act Release No. 103570 (July 29, 2025), 90 FR 36217 (Aug. 1, 2025) (SR-

NYSEARCA-2025-15) (approving the listing and trading of the Bitwise Bitcoin and Ethereum ETF).  

114  See Spot Gold Approval Order, supra note 11 . 

115  See Securities Exchange Act Release No. 53105 (Jan. 11, 2006), 71 FR 3129 (Jan. 19, 2006) (SR-Amex-

2005-059) (approving the listing and trading of the DB Commodity Index Tracking Fund, which invests in 

a master fund that holds commodity futures); Securities Exchange Act Release No. 53324 (Feb. 16, 2016), 

71 FR 9614 (Feb. 24, 2006) (SR-Amex-2005-127) (approving the listing and trading of the United States 

Oil Fund, LP, which invests in crude oil futures contracts and other related commodity derivatives).  

 

https://www.sec.gov/Archives/edgar/data/1579346/000119312513279830/d562329ds1.htm


 

29 

minimize investor harm.116 The Proposals establish rules-based criteria for qualifying 

Commodity-Based Trust Shares, designed to protect investors and the public interest and to be 

consistent with the Exchange Act. As discussed above, many of these criteria are consistent with 

previously approved listing requirements for specific Commodity-Based Trust Shares approved 

by the Commission and/or the Exchanges’ existing listing standards for Commodity-Based Trust 

Shares.117 Moreover, for each applicable commodity, or commodity that underlies a commodity-

based asset, the Proposals establish objective eligibility requirements that are, for reasons 

discussed above, consistent with the Exchange Act.118 Finally, the Proposals include additional 

requirements tailored for generically-listed Commodity-Based Trust Shares and are intended to 

address concerns related to fraudulent and manipulative acts and practices and to protect 

investors and the public interest including, for example, the proposed firewall requirements and 

requirements relating to liquidity risk policies and procedures.119 Accordingly, having considered 

the commenter’s concerns relating to investor protection in the broader context of whether the 

Proposals meet the applicable requirements of the Exchange Act,  including the requirements in 

                                                 
116  See Better Markets Letter, supra note 110 at 1. The commenter also states that the Commission “should not 

make the same mistakes with crypto ETPs as… with single stock ETFs.” See Better Markets Letter at 4. 

The commenter’s observations about single stock ETFs are outside the scope of this order because the 

Proposals involve Commodity-Based Trust Shares designed to reflect the performance of commodities, not 

single stock ETFs designed to reflect the performance of a stock. However, the Commission notes that, 

unlike single stock ETFs, the Proposals do not contemplate for generic listing and trading Commodity-

Based Trust Shares with leverage or inverse strategies. See supra note 30 and accompanying text.  

117  See, e.g., supra notes 50, 54-56, 83, 88, 95 and accompanying text. 

118  See, e.g., supra notes 69-80 and accompanying text.  

119  See supra notes 91-93, 104-105 and accompanying text.  

 



 

30 

Section 6(b)(5),120 for reasons described above, the Commission determines that the Proposals 

meet such requirements.121  

In conclusion, the Proposals contain adequate rules and procedures to govern the listing 

and trading of Commodity-Based Trust Shares on the Exchanges pursuant to Rule 19b-4(e). All 

Commodity-Based Trust Shares listed under the proposed generic listing standards will be 

subject to the rules and procedures of each Exchange that currently govern the trading of equity 

                                                 
120  15 U.S.C. 78f(b)(5). The commenter also seems to suggest, without further elaboration, that ETPs with 

exposure to digital assets may have certain fundamental characteristics that render them “products that 

necessitate careful Commission review.” See Better Markets Letter, supra note 110 at 3-4. The Commission 

disagrees for reasons discussed above. Moreover, consistent with prior statements, the Commission’s 

findings herein do not rest on the evaluation of the investment quality of a product or an assessment of the 

underlying technology’s utility or value as an innovation or an investment. See, e.g., Securities Exchange 

Act Release No. 34-95179 (June 29, 2022), 87 FR 40282 (July 6, 2022) (SR-NYSEArca-2021-89) 

(disapproving the listing and trading of shares of the Bitwise Bitcoin ETP Trust). 

121  In addition, existing rules and standards of conduct would apply to recommending and advising 

investments in Commodity-Based Trust Shares listed pursuant to the proposed generic listing standards. 

For example, when broker-dealers recommend ETPs to retail customers, Regulation Best Interest (“Reg 

BI”) would apply. See Rule 15l-1(a) of the Exchange Act. Reg BI requires broker-dealers to, among other 

things, exercise reasonable diligence, care, and skill when making a recommendation to a retail customer 

to: (1) understand potential risks, rewards, and costs associated with the recommendation and have a 

reasonable basis to believe that the recommendation could be in the best interest of at least some retail 

customers; and (2) have a reasonable basis to believe the recommendation is in the best interest of a 

particular retail customer based on that retail customer’s investment profile. See Rules 15l-1(a)(2)(ii)(A) 

and (B) of the Exchange Act. To the extent that broker-dealers recommend ETPs to customers who are not 

retail customers covered by Reg BI, FINRA Rule 2111 (Suitability) requires, in part, that a member broker-

dealer or associated person “have a reasonable basis to believe that a recommended transaction or 

investment strategy involving a security or securities is suitable for the customer, based on the information 

obtained through the reasonable diligence of the [broker-dealer] or associated person to ascertain the 

customer’s investment profile.” See FINRA Rule 2111(a). In addition, investment advisers have a fiduciary 

duty under the Investment Advisers Act of 1940 comprised of a duty of care and a duty of loyalty. These 

obligations require the adviser to act in the best interest of its client and not subordinate its client’s interest 

to its own. See Commission Interpretation Regarding Standard of Conduct for Investment Advisers, 

Investment Advisers Act Release No. 5248 (June 5, 2019), 84 FR 33669 (July 12, 2019), at 33671; 

Investment Company Act Release No. 34084 (Nov. 2, 2020), 85 FR 83162 (Dec. 21, 2020), at 83217 

(discussing the best interest standard of conduct for broker-dealers and the fiduciary obligations of 

investment advisers in the context of all ETPs). 

 



 

31 

securities on the Exchange.122 For the reasons discussed above, the Commission finds that the 

Proposals are consistent with Section 6(b)(5) of the Exchange Act.123 

IV. ACCELERATED APPROVAL OF THE PROPOSALS 

The Commission finds good cause to approve the Proposals prior to the 30th day after the 

date of publication of notice of the Exchanges’ amended filings124 in the Federal Register. The 

amended filings clarify the definitions set forth in, and the requirements of, the proposed generic 

listing standards. These changes are technical in nature and do not materially alter the substance 

of the proposed rule changes or raise any novel regulatory issues. Further, the changes assist the 

Commission in evaluating the Proposals and in determining that they are consistent with the 

Exchange Act and the rules and regulations thereunder applicable to a national securities 

exchange, as discussed above. Accordingly, the Commission finds good cause, pursuant to 

Section 19(b)(2) of the Exchange Act,125 to approve the Proposals on an accelerated basis. 

V. CONCLUSION 

This approval order is based on all of the Exchanges’ representations and descriptions in 

their respective amended filings, which the Commission has evaluated as discussed above. For 

the reasons set forth above, the Commission finds, pursuant to Section 19(b)(2) of the Exchange 

Act,126 that the Proposals are consistent with the requirements of the Exchange Act and the rules 

                                                 
122  See proposed Nasdaq Rule 5711(d)(ii); proposed BZX Rule 14.11(e)(4)(B); proposed NYSE Arca Rule 

8.201-E (Generic)(b). 

123  15 U.S.C. 78f(b)(5). 

124  See supra note 3. 

125  15 U.S.C. 78s(b)(2). 

126 15 U.S.C. 78s(b)(2). 

 



 

32 

and regulations thereunder applicable to a national securities exchange, and in particular, with 

Section 6(b)(5) of the Exchange Act.127 

IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Exchange Act,128 

that the Proposals (SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-

54), as modified by amendments thereto, be, and hereby are, approved on an accelerated basis. 

By the Commission. 

 

Stephanie J. Fouse, 

Assistant Secretary. 

                                                 
127  15 U.S.C. 78f(b)(5). 

128  15 U.S.C. 78s(b)(2).