Notice2025-06033
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the Fidelity Solana Fund, Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 9, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 67 (Wednesday, April 9, 2025)</title>
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[Federal Register Volume 90, Number 67 (Wednesday, April 9, 2025)]
[Notices]
[Pages 15266-15274]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-06033]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102764; File No. SR-CboeBZX-2025-048]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change, as Modified by Amendment No. 1, To
List and Trade Shares of the Fidelity Solana Fund, Under BZX Rule
14.11(e)(4), Commodity-Based Trust Shares
April 3, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 25, 2025, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'')
filed with the Securities and Exchange Commission (``Commission'') a
proposed rule change to list and trade shares of the Fidelity Solana
Fund under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares. On April
1, 2025, the Exchange filed Amendment No. 1 to the proposed rule
change, which replaced and superseded the original filing in its
entirety. The proposed rule change, as modified by Amendment No. 1, is
described in Items I, II, and III below, which Items have been prepared
by the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change, as modified by Amendment No. 1,
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change, as Modified by Amendment No. 1
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change to list and trade shares of the Fidelity Solana
Fund (the ``Trust''),\3\ under BZX Rule 14.11(e)(4), Commodity-Based
Trust Shares.
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\3\ The Trust was formed as a Delaware statutory trust on March
20, 2025, and is operated as a grantor trust for U.S. federal tax
purposes. The Trust has no fixed termination date.
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The text of the proposed rule change is also available on the
Exchange's website (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change, as Modified by Amendment
No. 1
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
This Amendment No. 1 to SR-CboeBZX-2025-048 amends and replaces in
its entirety the proposal as originally submitted on March 25, 2025.
The Exchange submits this Amendment No. 1 in order to clarify certain
points and add additional details to the proposal.
The Exchange proposes to list and trade the Shares under BZX Rule
14.11(e)(4),\4\ which governs the listing and trading of Commodity-
Based Trust Shares on the Exchange.\5\ FD Funds Management LLC is the
sponsor of the Trust (the ``Sponsor''). The Shares will be registered
with the Commission under the Securities Act of 1933 (the ``Securities
Act'') by means of the Trust's registration statement on Form S-1 (the
``Registration Statement'').\6\ According to the Registration
Statement, the Trust is neither an investment company registered under
the Investment Company Act of 1940, as
[[Page 15267]]
amended,\7\ nor a commodity pool for purposes of the Commodity Exchange
Act (``CEA''), and neither the Trust nor the Sponsor is subject to
regulation as a commodity pool operator or a commodity trading adviser
in connection with the Shares.
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\4\ The Commission approved BZX Rule 14.11(e)(4) in Securities
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148
(September 6, 2011) (SR-BATS-2011-018).
\5\ Any of the statements or representations regarding the index
composition, the description of the portfolio or reference assets,
limitations on portfolio holdings or reference assets, dissemination
and availability of index, reference asset, and intraday indicative
values, or the applicability of Exchange listing rules specified in
this filing to list a series of Other Securities (collectively,
``Continued Listing Representations'') shall constitute continued
listing requirements for the Shares listed on the Exchange.
\6\ The Sponsor intends to submit a Registration Statement on
form S-1 on behalf of the Trust. The descriptions of the Trust, the
Shares, and the Index (as defined below) contained herein are based,
in part, on information in the draft Registration Statement. The
Registration Statement is not yet effective, and the Shares will not
trade on the Exchange until such time that the Registration
Statement is effective.
\7\ 15 U.S.C. 80a-1.
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Since 2017, the Commission has approved or disapproved exchange
filings to list and trade series of Trust Issued Receipts, including
spot-based Commodity-Based Trust Shares, on the basis of whether the
listing exchange has in place a comprehensive surveillance sharing
agreement with a regulated market of significant size related to the
underlying commodity to be held (the ``Winklevoss Test'').\8\ The
Commission has also consistently recognized that this is not the
exclusive means by which an ETP listing exchange can meet this
statutory obligation.\9\ A listing exchange could, alternatively,
demonstrate that ``other means to prevent fraudulent and manipulative
acts and practices will be sufficient'' to justify dispensing with a
surveillance-sharing agreement with a regulated market of significant
size.\10\
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\8\ See Securities Exchange Act Release Nos. 78262 (July 8,
2016), 81 FR 78262 (July 14. 2016) (the ``Winklevoss Proposal'').
The Winklevoss Proposal was the first exchange rule filing proposing
to list and trade shares of an ETP that would hold spot bitcoin (a
``Spot Bitcoin ETP''). It was subsequently disapproved by the
Commission. See Securities Exchange Act Release No. 83723 (July 26,
2018), 83 FR 37579 (August 1, 2018) (the ``Winklevoss Order'');
99306 (January 10, 2024), 89 FR 3008 (January 17, 2024) (Self-
Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq Stock Market
LLC; Cboe BZX Exchange, Inc.; Order Granting Accelerated Approval of
Proposed Rule Changes, as Modified by Amendments Thereto, To List
and Trade Bitcoin-Based Commodity-Based Trust Shares and Trust
Units) (the ``Spot Bitcoin ETP Approval Order''); 100224 (May 23,
2024), 89 FR 46937 (May 30, 2024) (Self-Regulatory Organizations;
NYSE Arca, Inc.; The Nasdaq Stock Market LLC; Cboe BZX Exchange,
Inc.; Order Granting Accelerated Approval of Proposed Rule Changes,
as Modified by Amendments Thereto, To List and Trade Shares of
Ether-Based Exchange-Traded Products) (the ``Spot ETH ETP Approval
Order'').
\9\ See Winklevoss Order, 83 FR at 37580; see Spot Bitcoin ETP
Approval Order, 89 FR at 3009; see Spot ETH ETP Approval Order 89 FR
at 46938.
\10\ The Exchange notes that that the Winklevoss Test was first
applied in 2017 in the Winklevoss Order, which was the first
disapproval order related to an exchange proposal to list and trade
a Spot Bitcoin ETP. All prior approval orders issued by the
Commission approving the listing and trading of series of Trust
Issued Receipts included no specific analysis related to a
``regulated market of significant size.'' In the Winklevoss Order
and the Commission's prior orders approving the listing and trading
of series of Trust Issued Receipts have noted that the spot
commodities and currency markets for which it has previously
approved spot ETPs are generally unregulated and that the Commission
relied on the underlying futures market as the regulated market of
significant size that formed the basis for approving the series of
Currency and Commodity-Based Trust Shares, including gold, silver,
platinum, palladium, copper, and other commodities and currencies.
The Commission specifically noted in the Winklevoss Order that the
approval order issued related to the first spot gold ETP ``was based
on an assumption that the currency market and the spot gold market
were largely unregulated.'' See Winklevoss Order at 37592. As such,
the regulated market of significant size prong of the Winklevoss
Test does not require that the spot market be regulated in order for
the Commission to approve this proposal, and precedent makes clear
that an underlying market for a spot commodity or currency being a
regulated market would actually be an exception to the norm. These
largely unregulated currency and commodity markets do not provide
the same protections as the markets that are subject to the
Commission's oversight, but the Commission has consistently looked
to surveillance sharing agreements with the underlying futures
market in order to determine whether such products were consistent
with the Act.
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The Commission recently issued orders granting approval for
proposals to list bitcoin- and ether-based commodity trust shares and
bitcoin-based, ether-based, and a combination of bitcoin- and ether-
based trust issued receipts (these funds are substantively identical to
the Trust, but hold bitcoin and/or ether, respectively, instead of
Solana (also referred to as ``SOL'')) (``Spot Bitcoin ETPs'' and ``Spot
ETH ETPs''). In both the Spot Bitcoin ETP Approval Order and Spot ETH
ETP Approval Order, the Commission found that sufficient ``other
means'' of preventing fraud and manipulation had been demonstrated that
justified dispensing with a surveillance-sharing agreement.
Specifically, the Commission found that while the Chicago Mercantile
Exchange (``CME'') futures markets for both bitcoin and ether were not
of ``significant size'' related to their respective spot markets, the
Exchange demonstrated that other means could be reasonably expected to
assist in surveilling for fraudulent and manipulative acts and
practices in the specific context of the proposals.
As further discussed below, both the Exchange and the Sponsor
believe that this proposal and the included analysis are sufficient to
establish that the proposal is consistent with the Act itself and,
additionally, that there are sufficient ``other means'' of preventing
fraud and manipulation that warrant dispensing of the surveillance-
sharing agreement with a regulated market of significant size, as was
done with both Spot Bitcoin ETPs and Spot ETH ETPs, and that this
proposal should be approved.
Background
SOL is a digital asset that is created and transmitted through the
operations of the peer-to-peer Solana Network, a decentralized network
of computers that operates on cryptographic protocols. No single entity
is known to own or operate the Solana Network, the infrastructure of
which is understood to be collectively maintained by a decentralized
user base. The Solana Network allows people to exchange tokens of
value, called SOL, which are recorded on a public transaction ledger
known as a blockchain. SOL can be used to pay for goods and services,
including computational power on the Solana Network, or it can be
converted to fiat currencies, such as the U.S. dollar, at rates
determined on Digital Asset Trading Platforms or in individual end-
user-to-end-user transactions. Furthermore, the Solana Network was
designed to allow users to write and implement smart contracts--that
is, general-purpose code that executes on every computer in the network
and can instruct the transmission of information and value based on a
sophisticated set of logical conditions. Using smart contracts, users
can create markets, store registries of debts or promises, represent
the ownership of property, move funds in accordance with conditional
instructions and create digital assets other than SOL on the Solana
Network. Smart contract operations are executed on the Solana
blockchain in exchange for payment of SOL. Like the Ethereum network,
the Solana Network is one of a number of projects intended to expand
blockchain use beyond just a peer-to-peer money system.
The Solana protocol introduced the Proof-of-History (``PoH'')
timestamping mechanism. PoH automatically orders on-chain transactions
by creating a historical record that proves an event has occurred at a
specific moment in time. PoH is intended to provide a transaction
processing speed and capacity advantage over other blockchain networks
like Bitcoin and Ethereum, which rely on sequential production of
blocks and can lead to delays caused by validator confirmations.
In addition to the PoH mechanism described above, the Solana
Network uses a proof-of-stake consensus mechanism to incentivize SOL
holders to validate transactions. Unlike proof-of-work, in which miners
expend computational resources to compete to validate transactions and
are rewarded coins in proportion to the amount of computational
resources expended, in proof-of-stake, validators ``stake'' coins to
compete to be randomly selected to validate transactions and are
rewarded coins in proportion to the amount of coins staked. Certain
malicious activity may result in the forfeiture or ``slashing'' of a
portion of the staked coins. Proof-of-stake is viewed as more
[[Page 15268]]
energy efficient and scalable than proof-of-work and is sometimes
referred to as ``virtual mining''.
As noted above, this proposal is to list and trade shares of the
Trust that would hold spot Solana and, as described below, cause the
Trust to stake a portion of its SOL.
Section 6(b)(5) and the Applicable Standards
The Commission has approved numerous series of Trust Issued
Receipts,\11\ including Commodity-Based Trust Shares,\12\ to be listed
on U.S. national securities exchanges. In order for any proposed rule
change from an exchange to be approved, the Commission must determine
that, among other things, the proposal is consistent with the
requirements of Section 6(b)(5) of the Act, specifically including: (i)
the requirement that a national securities exchange's rules are
designed to prevent fraudulent and manipulative acts and practices;
\13\ and (ii) the requirement that an exchange proposal be designed, in
general, to protect investors and the public interest. The Exchange
believes that this proposal is consistent with the requirements of
Section 6(b)(5) of the Act and that this filing sufficiently
demonstrates that potential policy concerns under the Act are
sufficiently mitigated to the point that they are outweighed by
quantifiable investor protection issues that would be resolved by
approving this proposal.
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\11\ See Exchange Rule 14.11(f).
\12\ Commodity-Based Trust Shares, as described in Exchange Rule
14.11(e)(4), are a type of Trust Issued Receipt.
\13\ Much like bitcoin and ether, the Exchange believes that
SOL, and by extension the Shares, are resistant to price
manipulation and that ``other means to prevent fraudulent and
manipulative acts and practices'' exist to justify dispensing with
the requisite surveillance sharing agreement. The geographically
diverse and continuous nature of SOL trading render it difficult and
prohibitively costly to manipulate the price of SOL. The
fragmentation across platforms and the capital necessary to maintain
a significant presence on each trading platform make manipulation of
SOL prices through continuous trading activity challenging. To the
extent that there are trading platforms engaged in or allowing wash
trading or other activity intended to manipulate the price of SOL on
other markets, such pricing does not normally impact prices on other
trading platforms because participants will generally ignore markets
with quotes that they deem non-executable.
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More recently, the Commission has applied the Winklevoss Test while
also recognizing that the ``regulated market of significant size''
standard is not the only means for satisfying Section 6(b)(5) of the
Act, specifically providing that a listing exchange could demonstrate
that ``other means to prevent fraudulent and manipulative acts and
practices'' are sufficient to justify dispensing with the requisite
surveillance-sharing agreement.\14\ In the Spot Bitcoin ETF Approval
Order and Spot ETH ETF Approval Order the Commission determined that
the CME bitcoin futures market and CME ETH futures market,
respectively, were not of ``significant size'' related to the spot
market.\15\ Instead, the Commission found that sufficient ``other
means'' of preventing fraud and manipulation had been demonstrated that
justified dispensing with a surveillance-sharing agreement. The
Exchange and Sponsor believe that this proposal provides for other
means of preventing fraud and manipulation justify dispensing with a
surveillance-sharing agreement.
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\14\ See Winklevoss Order at 37580. The Commission has also
specifically noted that it ``is not applying a `cannot be
manipulated' standard; instead, the Commission is examining whether
the proposal meets the requirements of the Exchange Act and,
pursuant to its Rules of Practice, places the burden on the listing
exchange to demonstrate the validity of its contentions and to
establish that the requirements of the Exchange Act have been met.''
Id. at 37582.
\15\ Futures contracts on Solana began trading on the CME on
March 17, 2025. Because these instruments have only been trading for
a short time, it is too early to determine whether their market is
of ``significant size'' for purposes of the Winklevoss Test.
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Over the past several years, U.S. investor exposure to SOL, through
over-the-counter funds that invest in SOL (``OTC SOL Funds'') and
digital asset trading platforms, has grown into billions of dollars
with a fully diluted market cap averaging greater than $90 billion over
the last 180 days. The Exchange believes that approving this proposal
(and comparable proposals) provides the Commission with the opportunity
to allow U.S. investors with access to SOL in a regulated and
transparent exchange-traded vehicle that would act to limit risk to
U.S. investors by: (i) reducing premium and discount volatility; (ii)
reducing management fees through meaningful competition; and (iii)
providing an alternative to self-custodying SOL.
The policy concerns that the Exchange Act is designed to address
are also otherwise mitigated by the size of the market for the
underlying reference asset (averaging greater than $90 billion fully
diluted value over the last 180 days). The trading volumes of SOL to
USD and SOL to USD-stablecoin pairs trade an average daily volume of
approximately $2 billion across six leading cryptocurrency trading
platforms by volume--Coinbase, <a href="http://Crypto.com">Crypto.com</a>, Kraken, Binance, OKX, and
ByBit. The geographically diverse and continuous nature of SOL trading
makes it difficult and prohibitively costly to manipulate the price of
SOL and, in many instances, the SOL market can be less susceptible to
manipulation than the equity, fixed income, and commodity futures
markets. There are a number of reasons this is the case, including that
there is not inside information about revenue, earnings, corporate
activities, or sources of supply; manipulation of the price on any
single venue would require manipulation of the global SOL price in
order to be effective; a substantial over-the-counter market provides
liquidity and shock-absorbing capacity; the SOL market's 24/7/365
nature provides constant arbitrage opportunities across all trading
venues; and it is unlikely that any one actor could obtain a dominant
market share.
Further, SOL is arguably less susceptible to manipulation than
other commodities that underlie ETPs; there may be inside information
relating to the supply of the physical commodity such as the discovery
of new sources of supply or significant disruptions at mining
facilities that supply the commodity that simply are inapplicable as it
relates to certain crypto assets, including SOL. Further, the Exchange
believes that the fragmentation across SOL trading platforms and
increased adoption of SOL, as displayed through increased user
engagement and trading volumes, and the Solana Network make
manipulation of SOL prices through continuous trading activity
unlikely. Moreover, the linkage between the SOL markets and the
presence of arbitrageurs in those markets means that the manipulation
of the price of SOL price on any single venue would require
manipulation of the global SOL price in order to be effective.
Arbitrageurs must have funds distributed across multiple SOL trading
platforms in order to take advantage of temporary price dislocations,
thereby making it unlikely that there will be strong concentration of
funds on any particular SOL trading platform. As a result, the
potential for manipulation on a particular SOL trading platform would
require overcoming the liquidity supply of such arbitrageurs who are
effectively eliminating any cross-market pricing differences. For all
of these reasons, SOL is not particularly susceptible to manipulation,
especially as compared to other approved ETP reference assets.
Fidelity Solana Fund
CSC Delaware Trust Company is the trustee (``Trustee''). The Trust
will engage Fidelity Service Company, Inc. (``FSC''), a Sponsor
affiliate, to be the administrator (``Administrator''). The transfer
agent (``Transfer Agent'') will
[[Page 15269]]
facilitate the issuance and redemption of Shares of the Trust and
respond to correspondence by Trust shareholders and others relating to
its duties, maintain shareholder accounts, and make periodic reports to
the Trust. The cash custodian (``Cash Custodian'') will be responsible
for the custody of the Trust's cash and cash equivalents.\16\ Another
affiliate of Sponsor, Fidelity Distributors Company LLC, will be the
distributor (``Distributor'') in connection with the creation and
redemption of ``Creation Baskets'' of Shares. The Sponsor will provide
assistance in the marketing of the Shares. A third-party custodian (the
``Custodian''), will be responsible for custody of the Trust's SOL.
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\16\ Cash equivalents are short-term instruments with maturities
of less than 3 months.
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According to the Registration Statement, each Share will represent
a fractional undivided beneficial interest in and ownership of the
Trust. The Trust's assets will only consist of SOL, cash, and cash
equivalents.
According to the Registration Statement, the Trust will be neither
an investment company registered under the Investment Company Act of
1940, as amended,\17\ nor a commodity pool for purposes of the CEA, and
neither the Trust nor the Sponsor is subject to regulation as a
commodity pool operator or a commodity trading adviser in connection
with the Shares.
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\17\ 15 U.S.C. 80a-1.
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The Sponsor may stake, or cause to be staked, all or a portion of
the Trust's SOL through one or more trusted staking providers
(``Staking Providers''). In consideration for any staking activity in
which the Trust may engage, the Trust would receive all or a portion of
the staking rewards generated through staking activities, which may be
treated as income to the Trust. The Trust will not acquire and will
disclaim any incidental right (``IR'') or IR asset received, for
example as a result of forks or airdrops, and such assets will not be
taken into account for purposes of determining NAV.
Creation and Redemption of Shares
When the Trust creates or redeems its Shares, it will do so in cash
or in-kind. In connection with cash creations and cash redemptions, the
authorized participants will submit orders to create or redeem Baskets
of Shares in exchange for cash. When the Trust creates or redeems its
Shares in cash, it will do so in transactions in blocks of Shares that
are based on the quantity of SOL attributable to each Share of the
Trust (e.g., a Creation Basket) at the Trust's NAV. When the Trust
creates or redeems its Shares in kind, it will do so in transfers of
SOL in blocks of Shares that are based on the quantity of SOL
attributable to the Creation Basket being created or redeemed. The
authorized participants will deliver or cause to be delivered cash or
SOL to create Shares and the authorized participant or its designee
will receive cash or SOL when redeeming Shares. The Trust will create
Shares by receiving SOL or cash from an authorized participant or its
designee and will redeem shares by delivering SOL or cash to an
authorized participant or its designee. On any business day, an
authorized participant may place an order to create one or more
Creation Baskets. Purchase orders must be placed by the close of
Regular Trading Hours on the Exchange or another time determined by the
Sponsor. The day on which an order is received is considered the
purchase order date. For a cash creation order, the total deposit of
cash required is an amount of cash sufficient to purchase such amount
of SOL, the amount of which is equal to the combined NAV of the number
of Shares included in the Creation Baskets being created determined as
of 4:00 p.m. ET on the date the order to purchase is properly received.
For a creation order in kind, the total in-kind transfer of SOL is
based on the quantity of SOL attributable to the Creation Baskets being
created determined as of 4:00 p.m. ET on the date the order to purchase
is properly received. The Administrator determines the quantity of SOL
used to calculate the Creation Basket for a given day by dividing the
number of SOL held by the Trust as of the opening of business on that
business day, adjusted for the amount of SOL constituting estimated
accrued but unpaid fees and expenses of the Trust as of the opening of
business on that business day, by the quotient of the number of Shares
outstanding at the opening of business divided by the number of Shares
in a Creation Basket. The procedures by which an authorized participant
can redeem one or more Creation Baskets mirror the procedures for the
creation of Creation Baskets. For a cash creation order, an authorized
participant will deliver cash to create Shares. For an in-kind creation
order, an authorized participant or its designee will deliver SOL to
create Shares. For a cash redemption order, an authorized participant
will deliver Shares to the Trust and will receive cash for the Shares
delivered. For an in-kind redemption order, an authorized participant
will deliver Shares to the Trust and the authorized participant or its
designee will receive SOL for the Shares delivered.
Investment Objective
According to the Registration Statement and as further described
below, the Trust's investment objective is to seek to track the
performance of SOL, as measured by the performance of the Fidelity
Solana Reference Rate (the ``Index''), adjusted for the Trust's
expenses and other liabilities. In seeking to achieve its investment
objective, the Trust will hold SOL and will value its Shares daily as
of 4:00 p.m. ET using the same methodology used to calculate the Index.
All of the Trust's SOL will be held by the Custodian(s).
The Index
As described in the Registration Statement, The Trust will use the
Index to calculate the Trust's NAV. The Trust will determine the SOL
Index price and value its Shares daily based on the value of SOL as
reflected by the Index. The Index will be calculated daily and
aggregates the notional value of SOL trading across major SOL spot
trading platforms.
Net Asset Value
NAV means the total assets of the Trust (which includes all SOL and
cash and cash equivalents) less total liabilities of the Trust. The
Administrator determines the NAV of the Trust on each day that the
Exchange is open for regular trading, as promptly as practical after
4:00 p.m. ET based on the closing value of the Index. The NAV of the
Trust is the aggregate value of the Trust's assets less its estimated
accrued but unpaid liabilities (which include accrued expenses). In
determining the NAV, the Administrator values the SOL held by the Trust
based on the closing value of the Index as of 4:00 p.m. ET. The
Administrator also determines the NAV per Share. The NAV for the Trust
will be calculated by the Administrator once a day and will be
disseminated daily to all market participants at the same time.
Availability of Information
In addition to the price transparency of the Index, the Trust will
provide information regarding the Trust's SOL holdings as well as
additional data regarding the Trust. The website for the Trust, which
will be publicly accessible at no charge, will contain the following
information: (a) the current NAV per Share daily and the prior business
day's NAV per Share and the reported BZX
[[Page 15270]]
Official Closing Price; \18\ (b) the BZX Official Closing Price in
relation to the NAV per Share as of the time the NAV is calculated and
a calculation of the premium or discount of such price against such NAV
per Share; (c) data in chart form displaying the frequency distribution
of discounts and premiums of the BZX Official Closing Price against the
NAV per Share, within appropriate ranges for each of the four previous
calendar quarters (or for the life of the Trust, if shorter); (d) the
prospectus; and (e) other applicable quantitative information. The
aforementioned information will be published as of the close of
business and available on the Sponsor's website at <a href="http://www.fidelity.com">www.fidelity.com</a>, or
any successor thereto. The NAV for the Trust will be calculated by the
Administrator once a day and will be disseminated daily to all market
participants at the same time. Quotation and last-sale information
regarding the Shares will be disseminated through the facilities of the
Consolidated Tape Association (``CTA''). The Trust will also
disseminate its holdings on a daily basis on its website.
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\18\ As defined in Rule 11.23(a)(3), the term ``BZX Official
Closing Price'' shall mean the price disseminated to the
consolidated tape as the market center closing trade.
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The Intraday Indicative Value (``IIV'') will be updated during
Regular Trading Hours to reflect changes in the value of the Trust's
SOL holdings during the trading day. The IIV disseminated during
Regular Trading Hours should not be viewed as an actual real-time
update of the NAV, which will be calculated only once at the end of
each trading day. The IIV may differ from the NAV because NAV is
calculated, using the closing value of the Index, once a day at 4:00
p.m. ET, whereas the IIV draws prices from the last trade on each
constituent platform in an effort to produce a relevant, real-time
price). The Trust will provide an IIV per Share updated every 15
seconds, as calculated by the Exchange or a third-party financial data
provider during the Exchange's Regular Trading Hours (9:30 a.m. to 4:00
p.m. ET). The IIV will be widely disseminated on a per Share basis
every 15 seconds during the Exchange's Regular Trading Hours through
the facilities of the CTA and Consolidated Quotation System (CQS) high
speed lines. In addition, the IIV will be available through on-line
information services, such as Bloomberg and Reuters.
The price of SOL will be made available by one or more major market
data vendors, updated at least every 15 seconds during Regular Trading
Hours.
As noted above, the Index is calculated every 15 seconds and
information about the Index and Index value, including index data and
key elements of how the Index is calculated, will be publicly available
at <a href="http://i.fidelity.com/indices">i.fidelity.com/indices</a>.
Quotation and last sale information for SOL is widely disseminated
through a variety of major market data vendors, including Bloomberg and
Reuters. Information relating to trading, including price and volume
information, in SOL is available from major market data vendors and
from the trading platforms on which SOL are traded. Depth of book
information is also available from SOL trading platforms. The normal
trading hours for SOL trading platforms are 24 hours per day, 365 days
per year.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's BZX Official Closing Price and trading
volume information for the Shares will be published daily in the
financial section of newspapers. Quotation and last-sale information
regarding the Shares will be disseminated through the facilities of the
CTA.
The Custodian
The Custodian's services (i) allow SOL to be deposited from a
public blockchain address to the Trust's SOL account, (ii) allow SOL to
be withdrawn from the SOL account to a public blockchain address as
instructed by the Trust, and (iii) allow SOL to be staked. The custody
agreement requires the Custodian to hold the Trust's SOL in cold
storage, unless required to facilitate withdrawals as a temporary
measure. The Custodian will use segregated cold storage SOL addresses
for the Trust which are separate from the SOL addresses that the
Custodian uses for its other customers and which are directly
verifiable via the SOL blockchain. The Custodian will safeguard the
private keys to the SOL associated with the Trust's SOL account. The
Custodian will at all times record and identify in its books and
records that such SOL constitutes the property of the Trust. The
Custodian will not withdraw the Trust's SOL from the Trust's account
with the Custodian, or loan, hypothecate, pledge or otherwise encumber
the Trust's SOL, without the Trust's instruction. The Sponsor may
appoint an additional or replacement custodian and the Trust may enter
into a custodian agreement with such custodian.
Rule 14.11(e)(4)--Commodity-Based Trust Shares
The Shares will be subject to BZX Rule 14.11(e)(4), which sets
forth the initial and continued listing criteria applicable to
Commodity-Based Trust Shares. The Exchange represents that, for initial
and continued listing, the Trust must be in compliance with Rule 10A-3
under the Act. A minimum of 100,000 Shares will be outstanding at the
commencement of listing on the Exchange. The Exchange will obtain a
representation that the NAV will be calculated daily and that the NAV
and information about the assets of the Trust will be made available to
all market participants at the same time. The Exchange notes that, as
defined in Rule 14.11(e)(4)(C)(i), the Shares will be: (a) issued by a
trust that holds (1) a specified commodity \19\ deposited with the
trust, or (2) a specified commodity and, in addition to such specified
commodity, cash; (b) issued by such trust in a specified aggregate
minimum number in return for a deposit of a quantity of the underlying
commodity and/or cash; and (c) when aggregated in the same specified
minimum number, may be redeemed at a holder's request by such trust
which will deliver to the redeeming holder the quantity of the
underlying commodity and/or cash.
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\19\ For purposes of Rule 14.11(e)(4), the term commodity takes
on the definition of the term as provided in the Commodity Exchange
Act.
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Upon termination of the Trust, the Shares will be removed from
listing. The Trustee, CSC Delaware Trust Company, is a trust company
having substantial capital and surplus and the experience and
facilities for handling corporate trust business, as required under
Rule 14.11(e)(4)(E)(iv)(a) and that no change will be made to the
trustee without prior notice to and approval of the Exchange. The
Exchange also notes that, pursuant to Rule 14.11(e)(4)(F), neither the
Exchange nor any agent of the Exchange shall have any liability for
damages, claims, losses or expenses caused by any errors, omissions or
delays in calculating or disseminating any underlying commodity value,
the current value of the underlying commodity required to be deposited
to the Trust in connection with issuance of Commodity-Based Trust
Shares; resulting from any negligent act or omission by the Exchange,
or any agent of the Exchange, or any act, condition or cause beyond the
reasonable control of the Exchange, its agent, including, but not
limited to, an act of God; fire; flood;
[[Page 15271]]
extraordinary weather conditions; war; insurrection; riot; strike;
accident; action of government; communications or power failure;
equipment or software malfunction; or any error, omission or delay in
the reports of transactions in an underlying commodity. Finally, as
required in Rule 14.11(e)(4)(G), the Exchange notes that any registered
market maker (``Market Maker'') in the Shares must file with the
Exchange in a manner prescribed by the Exchange and keep current a list
identifying all accounts for trading in an underlying commodity,
related commodity futures or options on commodity futures, or any other
related commodity derivatives, which the registered Market Maker may
have or over which it may exercise investment discretion. No registered
Market Maker shall trade in an underlying commodity, related commodity
futures or options on commodity futures, or any other related commodity
derivatives, in an account in which a registered Market Maker, directly
or indirectly, controls trading activities, or has a direct interest in
the profits or losses thereof, which has not been reported to the
Exchange as required by this Rule. In addition to the existing
obligations under Exchange rules regarding the production of books and
records (see, e.g., Rule 4.2), the registered Market Maker in
Commodity-Based Trust Shares shall make available to the Exchange such
books, records or other information pertaining to transactions by such
entity or registered or non-registered employee affiliated with such
entity for its or their own accounts for trading the underlying
physical commodity, related commodity futures or options on commodity
futures, or any other related commodity derivatives, as may be
requested by the Exchange.
The Exchange is able to obtain information regarding trading in the
Shares and the underlying SOL or any other SOL derivative through
members acting as registered Market Makers, in connection with their
proprietary or customer trades.
As a general matter, the Exchange has regulatory jurisdiction over
its Members and their associated persons, which include any person or
entity controlling a Member. To the extent the Exchange may be found to
lack jurisdiction over a subsidiary or affiliate of a Member that does
business only in commodities or futures contracts, the Exchange could
obtain information regarding the activities of such subsidiary or
affiliate through surveillance sharing agreements with regulatory
organizations of which such subsidiary or affiliate is a member.
Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. The Exchange will halt trading in the Shares
under the conditions specified in BZX Rule 11.18. Trading may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable. These may include:
(1) the extent to which trading is not occurring in the SOL underlying
the Shares; or (2) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present. Trading in the Shares also will be subject to Rule
14.11(e)(4)(E)(ii), which sets forth circumstances under which trading
in the Shares may be halted.
If the IIV or the value of the Index is not being disseminated as
required, the Exchange may halt trading during the day in which the
interruption to the dissemination of the IIV or the value of the Index
occurs. If the interruption to the dissemination of the IIV or the
value of the Index persists past the trading day in which it occurred,
the Exchange will halt trading no later than the beginning of the
trading day following the interruption.
In addition, if the Exchange becomes aware that the NAV with
respect to the Shares is not disseminated to all market participants at
the same time, it will halt trading in the Shares until such time as
the NAV is available to all market participants.
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. BZX will allow
trading in the Shares during all trading sessions on the Exchange. The
Exchange has appropriate rules to facilitate transactions in the Shares
during all trading sessions. As provided in BZX Rule 11.11(a) the
minimum price variation for quoting and entry of orders in securities
traded on the Exchange is $0.01 where the price is greater than $1.00
per share or $0.0001 where the price is less than $1.00 per share. The
Shares of the Trust will conform to the initial and continued listing
criteria set forth in BZX Rule 14.11(e)(4).
Surveillance
The Exchange represents that its surveillance procedures are
adequate to properly monitor the trading of the Shares on the Exchange
during all trading sessions and to deter and detect violations of
Exchange rules and the applicable federal securities laws. Trading of
the Shares through the Exchange will be subject to the Exchange's
surveillance procedures for derivative products, including Commodity-
Based Trust Shares. FINRA conducts certain cross-market surveillances
on behalf of the Exchange pursuant to a regulatory services agreement.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares or any other SOL
derivative with other markets and other entities that are members of
the ISG, and the Exchange, or FINRA, on behalf of the Exchange, or
both, may obtain trading information regarding trading in the Shares or
any other SOL derivative from such markets and other entities.\20\ The
Exchange may obtain information regarding trading in the Shares or any
other SOL derivative via ISG, from other exchanges who are members or
affiliates of the ISG, or with which the Exchange has entered into a
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------
\20\ For a list of the current members and affiliate members of
ISG, see <a href="http://www.isgportal.com">www.isgportal.com</a>.
---------------------------------------------------------------------------
In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
The Sponsor has represented to the Exchange that it will advise the
Exchange of any failure by the Trust or the Shares to comply with the
continued listing requirements, and, pursuant to its obligations under
Section 19(g)(1) of the Exchange Act, the Exchange will surveil for
compliance with the continued listing requirements. If the Trust or the
Shares are not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under Exchange Rule
14.12.
Information Circular
Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular of the special characteristics and
risks associated with trading the Shares. Specifically, the Information
Circular will discuss the following: (i) the procedures for the
creation and redemption of Creation Baskets (and that the Shares are
not individually redeemable); (ii) BZX Rule 3.7, which imposes
suitability obligations on Exchange members with respect to
recommending transactions in the
[[Page 15272]]
Shares to customers; (iii) how information regarding the IIV and the
Trust's NAV are disseminated; (iv) the risks involved in trading the
Shares outside of Regular Trading Hours \21\ when an updated IIV will
not be calculated or publicly disseminated; (v) the requirement that
members deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction;
and (vi) trading information. The Information Circular will also
reference the fact that there is no regulated source of last sale
information regarding SOL, and that the Commission has no jurisdiction
over the trading of SOL as a commodity.
---------------------------------------------------------------------------
\21\ Regular Trading Hours is the time between 9:30 a.m. and
4:00 p.m. ET.
---------------------------------------------------------------------------
In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Shares. Members purchasing the Shares for resale to
investors will deliver a prospectus to such investors. The Information
Circular will also discuss any exemptive, no-action and interpretive
relief granted by the Commission from any rules under the Act.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act \22\ in general and Section 6(b)(5) of the Act \23\ in
particular in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, 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.
---------------------------------------------------------------------------
\22\ 15 U.S.C. 78f.
\23\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission has approved numerous series of Trust Issued
Receipts,\24\ including Commodity-Based Trust Shares,\25\ to be listed
on U.S. national securities exchanges. In order for any proposed rule
change from an exchange to be approved, the Commission must determine
that, among other things, the proposal is consistent with the
requirements of Section 6(b)(5) of the Act, specifically including: (i)
the requirement that a national securities exchange's rules are
designed to prevent fraudulent and manipulative acts and practices;
\26\ and (ii) the requirement that an exchange proposal be designed, in
general, to protect investors and the public interest. The Exchange
believes that this proposal is consistent with the requirements of
Section 6(b)(5) of the Act and that this filing sufficiently
demonstrates that potential policy concerns under the Act are
sufficiently mitigated to the point that they are outweighed by
quantifiable investor protection issues that would be resolved by
approving this proposal.
---------------------------------------------------------------------------
\24\ See Exchange Rule 14.11(f).
\25\ Commodity-Based Trust Shares, as described in Exchange Rule
14.11(e)(4), are a type of Trust Issued Receipt.
\26\ Much like bitcoin and ether, the Exchange believes that SOL
is resistant to price manipulation and that ``other means to prevent
fraudulent and manipulative acts and practices'' exist to justify
dispensing with the requisite surveillance sharing agreement. The
geographically diverse and continuous nature of SOL trading render
it difficult and prohibitively costly to manipulate the price of
SOL. The fragmentation across platforms and the capital necessary to
maintain a significant presence on each trading platform make
manipulation of SOL prices through continuous trading activity
challenging. To the extent that there are trading platforms engaged
in or allowing wash trading or other activity intended to manipulate
the price of SOL on other markets, such pricing does not normally
impact prices on other trading platforms because participants will
generally ignore markets with quotes that they deem non-executable.
---------------------------------------------------------------------------
More recently, the Commission has applied the Winklevoss Test while
also recognizing that the ``regulated market of significant size''
standard is not the only means for satisfying Section 6(b)(5) of the
Act. In the specifically providing that a listing exchange could
demonstrate that ``other means to prevent fraudulent and manipulative
acts and practices'' are sufficient to justify dispensing with the
requisite surveillance-sharing agreement.\27\ In the Spot Bitcoin ETF
Approval Order and Spot ETH ETF Approval Order the Commission
determined that the CME bitcoin futures market and CME ETH futures
market, respectively, were not of ``significant size'' related to the
spot market.\28\ Instead, the Commission found that sufficient ``other
means'' of preventing fraud and manipulation had been demonstrated that
justified dispensing with a surveillance-sharing agreement. The
Exchange and Sponsor believe that this proposal provides for other
means of preventing fraud and manipulation justify dispensing with a
surveillance-sharing agreement.
---------------------------------------------------------------------------
\27\ See Winklevoss Order at 37580. The Commission has also
specifically noted that it ``is not applying a `cannot be
manipulated' standard; instead, the Commission is examining whether
the proposal meets the requirements of the Exchange Act and,
pursuant to its Rules of Practice, places the burden on the listing
exchange to demonstrate the validity of its contentions and to
establish that the requirements of the Exchange Act have been met.''
Id. at 37582.
\28\ Futures contracts on Solana began trading on the CME on
March 17, 2025. Because these instruments have only been trading for
a short time, it is too early to determine whether their market is
of ``significant size'' for purposes of the Winklevoss Test.
---------------------------------------------------------------------------
The Exchange believes that the proposal is designed to protect
investors and the public interest. Over the past several years, U.S.
investor exposure to SOL has grown into the billions of dollars, mostly
through transactions in spot SOL on digital asset trading platforms.
The Exchange believes that approving this proposal (and comparable
proposals) provides the Commission with the opportunity to allow U.S.
investors with access to SOL in a regulated and transparent exchange-
traded vehicle that would act to limit risk to U.S. investors by: (i)
reducing premium and discount volatility; (ii) reducing management fees
through meaningful competition; and (iii) providing an alternative to
custodying SOL.
The policy concerns that the Exchange Act is designed to address
are also otherwise mitigated by the fact that the size of the market
for the underlying reference asset (averaging greater than $90 billion
fully diluted value over the last 180 days). The geographically diverse
and continuous nature of SOL trading makes it difficult and
prohibitively costly to manipulate the price of SOL and, in many
instances, the SOL market can be less susceptible to manipulation than
the equity, fixed income, and commodity futures markets. There are a
number of reasons this is the case, including that there is not inside
information about revenue, earnings, corporate activities, or sources
of supply; manipulation of the price on any single venue would require
manipulation of the global SOL price in order to be effective; a
substantial over-the-counter market provides liquidity and shock-
absorbing capacity; the SOL market's 24/7/365 nature provides constant
arbitrage opportunities across all trading venues; and it is unlikely
that any one actor could obtain a dominant market share.
Further, SOL is arguably less susceptible to manipulation than
other commodities that underlie ETPs; there may be inside information
relating to the supply of the physical commodity such as the discovery
of new sources of supply or significant disruptions at mining
facilities that supply the commodity that simply are inapplicable as it
relates to bitcoin. Further, the Exchange believes that the
fragmentation across SOL trading platforms, the relatively slow speed
of transactions, and the capital necessary to maintain a significant
presence on each trading platform make manipulation of SOL prices
through
[[Page 15273]]
continuous trading activity unlikely. Moreover, the linkage between the
SOL markets and the presence of arbitrageurs in those markets means
that the manipulation of the price of SOL price on any single venue
would require manipulation of the global SOL price in order to be
effective. Arbitrageurs must have funds distributed across multiple SOL
trading platforms in order to take advantage of temporary price
dislocations, thereby making it unlikely that there will be strong
concentration of funds on any particular SOL trading platform. As a
result, the potential for manipulation on a particular SOL trading
platform would require overcoming the liquidity supply of such
arbitrageurs who are effectively eliminating any cross-market pricing
differences. For all of these reasons, SOL is not particularly
susceptible to manipulation, especially as compared to other approved
ETP reference assets.
Commodity-Based Trust Shares
The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed on the Exchange pursuant to the initial and
continued listing criteria in Exchange Rule 14.11(e)(4). The Exchange
believes that its surveillance procedures are adequate to properly
monitor the trading of the Shares on the Exchange during all trading
sessions and to deter and detect violations of Exchange rules and the
applicable federal securities laws. Trading of the Shares through the
Exchange will be subject to the Exchange's surveillance procedures for
derivative products, including Commodity-Based Trust Shares. The
Sponsor has represented to the Exchange that it will advise the
Exchange of any failure by the Trust or the Shares to comply with the
continued listing requirements, and, pursuant to its obligations under
Section 19(g)(1) of the Exchange Act, the Exchange will surveil for
compliance with the continued listing requirements. If the Trust or the
Shares are not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under Exchange Rule
14.12. The Exchange may obtain information regarding trading in the
Shares and listed SOL derivatives via the ISG, from other exchanges who
are members or affiliates of the ISG, or with which the Exchange has
entered into a comprehensive surveillance sharing agreement.
Availability of Information
In addition to the price transparency of the Index, the Trust will
provide information regarding the Trust's SOL holdings as well as
additional data regarding the Trust. The website for the Trust, which
will be publicly accessible at no charge, will contain the following
information: (a) the current NAV per Share daily and the prior business
day's NAV per Share and the reported BZX Official Closing Price; \29\
(b) the BZX Official Closing Price in relation to the NAV per Share as
of the time the NAV is calculated and a calculation of the premium or
discount of such price against such NAV per Share; (c) data in chart
form displaying the frequency distribution of discounts and premiums of
the BZX Official Closing Price against the NAV per Share, within
appropriate ranges for each of the four previous calendar quarters (or
for the life of the Trust, if shorter); (d) the prospectus; and (e)
other applicable quantitative information. The aforementioned
information will be published as of the close of business and available
on the Sponsor's website at <a href="http://www.fidelity.com">www.fidelity.com</a>, or any successor thereto.
The NAV for the Trust will be calculated by the Administrator once a
day and will be disseminated daily to all market participants at the
same time. Quotation and last-sale information regarding the Shares
will be disseminated through the facilities of the CTA. The Trust will
also disseminate its holdings on a daily basis on its website.
---------------------------------------------------------------------------
\29\ As defined in Rule 11.23(a)(3), the term ``BZX Official
Closing Price'' shall mean the price disseminated to the
consolidated tape as the market center closing trade.
---------------------------------------------------------------------------
The IIV will be updated during Regular Trading Hours to reflect
changes in the value of the Trust's SOL holdings during the trading
day. The IIV may differ from the NAV because NAV is calculated, using
the closing value of the Index, once a day at 4:00 p.m. ET whereas the
IIV draws prices from the last trade on each constituent platform to
produce a relevant, real-time price. The IIV disseminated during
Regular Trading Hours should not be viewed as an actual real-time
update of the NAV, which will be calculated only once at the end of
each trading day. The Trust will provide an IIV per Share updated every
15 seconds, as calculated by the Exchange or a third-party financial
data provider during the Exchange's Regular Trading Hours (9:30 a.m. to
4:00 p.m. ET). The IIV will be widely disseminated on a per Share basis
every 15 seconds during the Exchange's Regular Trading Hours through
the facilities of the CTA and CQS high speed lines. In addition, the
IIV will be available through on-line information services such as
Bloomberg and Reuters.
The price of SOL will be made available by one or more major market
data vendors, updated at least every 15 seconds during Regular Trading
Hours.
As noted above, the Index is calculated every 15 seconds and
information about the Index and Index value, including index data and
key elements of how the Index is calculated, will be publicly available
at <a href="http://i.fidelity.com/indices">i.fidelity.com/indices</a>.
Quotation and last sale information for SOL is widely disseminated
through a variety of major market data vendors, including Bloomberg and
Reuters. Information relating to trading, including price and volume
information, in SOL is available from major market data vendors and
from the trading platforms on which SOL are traded. Depth of book
information is also available from SOL trading platforms. The normal
trading hours for SOL trading platforms are 24 hours per day, 365 days
per year.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's BZX Official Closing Price and trading
volume information for the Shares will be published daily in the
financial section of newspapers. Quotation and last-sale information
regarding the Shares will be disseminated through the facilities of the
CTA.
In sum, the Exchange believes that this proposal is consistent with
the requirements of Section 6(b)(5) of the Act, that on the whole the
manipulation concerns previously articulated by the Commission are
sufficiently mitigated to the point that they are outweighed by
investor protection issues that would be resolved by approving this
proposal.
The Exchange believes that the proposal is, in particular, designed
to protect investors and the public interest. The investor protection
issues for U.S. investors has grown significantly over the last several
years, through premium/discount volatility and management fees for OTC
SOL Funds. As discussed throughout, this growth investor protection
concerns need to be re-evaluated and rebalanced with the prevention of
fraudulent and manipulative acts and practices concerns that previous
disapproval orders have relied upon.
For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.
[[Page 15274]]
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change, rather will facilitate the listing and trading of
an additional exchange-traded product that will enhance competition
among both market participants and listing venues, to the benefit of
investors and the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change, as Modified by
Amendment No. 1, and Timing for Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
A. by order approve or disapprove such proposed rule change, or
B. institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 1, is consistent with the Act.
Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#fc8e899099d19f9391919992888fbc8f999fd29b938a"><span class="__cf_email__" data-cfemail="582a2d343d753b3735353d362c2b182b3d3b763f372e">[email protected]</span></a>. Please include
file number SR-CboeBZX-2025-048 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-CboeBZX-2025-048. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-CboeBZX-2025-048 and should
be submitted on or before April 30, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\30\
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\30\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-06033 Filed 4-8-25; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on April 9, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.