Notice2025-23937
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Adopt New Rule 8.201 (Generic)
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
December 30, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 246 (Tuesday, December 30, 2025)</title>
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[Federal Register Volume 90, Number 246 (Tuesday, December 30, 2025)]
[Notices]
[Pages 61209-61215]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23937]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104491; File No. SR-NYSE-2025-47]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Adopt New Rule 8.201
(Generic)
December 22, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on December 10, 2025, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items
[[Page 61210]]
have been prepared by the self-regulatory organization. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes new Rule 8.201 (Generic) to permit the
generic listing and trading of Commodity-Based Trust Shares that meet
the requirements of such rule. The proposed rule change is available on
the Exchange's website at <a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
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 those 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 parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes new Rule 8.201 (Generic), which would permit
the generic listing and trading of Commodity-Based Trust Shares that
meet the requirements of the Rule. Current Rule 8.201 would continue to
provide for the listing and trading of series of Commodity-Based Trust
Shares for which the Exchange would file separate proposals under
Section 19(b) of the Act.\4\ Consistent with other products that may
currently list on the Exchange pursuant to generic listing standards
(e.g., Investment Company Units listed pursuant to Rule 5.2(j)(3),
Managed Fund Shares listed pursuant to Rule 8.600, and ETF Shares
listed pursuant to Rule 5.2(j)(8)), the Exchange proposes that
Commodity-Based Trust Shares that meet the requirements of proposed
Rule 8.201 (Generic) would be permitted to be listed and traded on the
Exchange without prior Commission approval order or notice of
effectiveness pursuant to Section 19(b) of the Act.\5\ The Exchange
believes that the proposed generic listing standards for Commodity-
Based Trust Shares would facilitate the efficient listing of such
products by significantly reducing the time frame and costs associated
with bringing these securities to market, which would in turn promote
market competition among issuers of such products, to the benefit of
the investing public.
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\4\ To further distinguish current Rule 8.201 from proposed Rule
8.201 (Generic) and promote clarity in Exchange rules, the Exchange
proposes to add a parenthetical to the title of Rule 8.201 to
designate it as applicable to non-generically listed series of
Commodity-Based Trust Shares. The Exchange also proposes non-
substantive, conforming changes throughout current Rule 8.201 to add
references to its new title, Rule 8.201 (Non-Generic), to ensure
specificity and transparency in the rule text. The Exchange proposes
to retain Rule 8.201 (Non-Generic) to accommodate any existing
products listed and traded under such rule that may not meet the
requirements of proposed Rule 8.201 (Generic), as well as to promote
consistency between the rules of the Exchange and its affiliated
equities exchanges. The Exchange also proposes to amend current Rule
8.201(c)(2), which defines the term ``commodity,'' to ensure that
the rule refers to the correct section of the Commodity Exchange
Act.
\5\ Rule 19b-4(e)(1) provides that the listing and trading of a
new derivative securities product by a self-regulatory organization
(``SRO'') is not deemed a proposed rule change, pursuant to
paragraph (c)(1) of Rule 19b-4, if the Commission has approved,
pursuant to Section 19(b) of the Act, the SRO's trading rules,
procedures and listing standards for the product class that would
include the new derivative securities product and the SRO has a
surveillance program for the product class. As contemplated by
proposed Rule 8.201 (Generic), the Exchange proposes to establish
generic listing standards for Commodity-Based Trust Shares that meet
the criteria of the rule. Commodity-Based Trust Shares listed under
proposed Rule 8.201 (Generic) would therefore not need a separate
proposed rule change pursuant to Rule 19b-4 before they could be
listed and traded on the Exchange. Rule 19b-4(e) requires an SRO
seeking to rely on Rule 19b-4(e) to file Form 19b-4(e) with the
Commission within 5 business days after commencement of trading a
new derivative securities product that is not deemed to be a
proposed rule change.
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As further discussed below, proposed Rule 8.201 (Generic) is based
on Rule 8.201-E (Generic) of the Exchange's affiliated exchange, NYSE
Arca, Inc. (``NYSE Arca''), with only the following non-substantive
conforming changes:
<bullet> Replacement of references to ``ETP Holder'' with
references to ``member organization''; and
<bullet> Replacement of internal references to NYSE Arca rules with
references to NYSE rules (e.g., Rule 7.34 rather than Rule 7.34-E).
Proposed Rule 8.201 (Generic)
Proposed Rule 8.201(a) (Generic) would provide that the Exchange
will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Commodity-Based Trust Shares that meet the criteria
of this Rule and that the Exchange may list and/or trade Commodity-
Based Trust Shares that meet the standards set forth in this Rule 8.201
(Generic) pursuant to Rule 19b-4(e) under the Exchange Act. If a series
of Commodity-Based Trust Shares listed pursuant to proposed Rule 8.201
(Generic) does not satisfy these requirements, the Exchange may suspend
trading in the shares and will initiate delisting proceedings pursuant
to Rule 5.5(m). Proposed Rule 8.201(a) (Generic) is based on NYSE Arca
Rule 8.201-E(a) (Generic), with a non-substantive change to refer to
Rule 8.201 (Generic) instead of Rule 8.201-E (Generic).
Proposed Rule 8.201(b) (Generic) would provide that Rule 8.201
(Generic) is applicable only to Commodity-Based Trust Shares listed
pursuant to this Rule. Except to the extent inconsistent with this
Rule, or unless the context otherwise requires, the provisions of the
Bylaws and all other rules and procedures of the Board of Directors
shall be applicable to the trading on the Exchange of such securities.
Commodity-Based Trust Shares are included within the definition of
``security'' or ``securities'' as such terms are used in the Bvlaws and
Rules of the Exchange and are subject to the Exchange's existing rules
governing the trading of equity securities. Proposed Rule 8.201(b)
(Generic) is based on NYSE Arca Rule 8.201-E(b) (Generic).
Proposed Rule 8.201(c) (Generic) would set forth definitions for
purposes of Rule 8.201 (Generic). Proposed Rule 8.201(c)(1) (Generic),
which is based on NYSE Arca Rule 8.201-E(c)(1) (Generic), would define
Commodity-Based Trust Shares for purposes of Rule 8.201 (Generic) as a
security that:
<bullet> Is issued by a trust, limited liability company,
partnership, or other similar entity (``Trust'') that, if applicable,
is operated by a registered commodity pool operator pursuant to the
Commodity Exchange Act, and is not registered as an investment company
pursuant to the Investment Company Act of 1940, or series or class
thereof (proposed Rule 8.201(c)(1)(i) (Generic));
<bullet> Is designed to reflect the performance of one or more
reference assets or an index of reference assets, less expenses and
other liabilities (proposed Rule 8.201(c)(1)(ii) (Generic));
<bullet> In order to reflect the performance as provided in
(c)(1)(ii) above, is issued by a Trust that holds (A) one or more
commodities or commodity-based assets as defined in (c)(3) below, and
(B) in addition to such commodities or commodity-based assets, may hold
securities, cash, and cash equivalents (proposed Rule 8.201(c)(1)(iii)
(Generic));
[[Page 61211]]
<bullet> Is issued by a Trust in a specified aggregate minimum
number in return for a deposit of (A) a specified quantity of the
underlying commodities, commodity-based assets, securities, cash, and
cash equivalents or (B) a cash amount with a value based on the next
determined net asset value per Trust share (proposed Rule
8.201(c)(1)(iv) (Generic)); and
<bullet> When aggregated in the same specified minimum number, may
be redeemed at a holder's request by a Trust which will deliver to the
redeeming holder (A) the specified quantity of the-underlying
commodities, commodity-based assets, securities, cash, and cash
equivalents or (B) a cash amount with a value based on the next
determined net asset value per Trust share (proposed Rule
8.201(c)(1)(v) (Generic)).
Proposed Rule 8.201(c)(2) (Generic) would define the term
``commodity'' to have the same meaning as set forth in Section 1a(9) of
the Commodity Exchange Act and to exclude ``excluded commodity'' as
defined in Section 1a(19) of the Commodity Exchange Act.
Proposed Rule 8.201(c)(3) (Generic) would define the term
``commodity-based asset'' to mean a future, option, or swap on a
commodity as defined in proposed Rule 8.201(c)(2) above. Proposed Rule
8.201(c)(3) (Generic) is based on NYSE Arca Rule 8.201-E(c)(3)
(Generic).
Proposed Rule 8.201(c)(4) (Generic), which is based on NYSE Arca
Rule 8.201-E(c)(4) (Generic), would define the term ``cash
equivalent.'' The Exchange proposes that ``cash equivalents'' would
refer to short-term instruments with maturities of less than three
months and include the following, as defined in proposed Rules
8.201(c)(4)(i) (Generic) through (vii) (Generic):
<bullet> 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;
<bullet> Certificates of deposit issued against funds deposited in
a bank or savings and loan association;
<bullet> Bankers' acceptances, which are short-term credit
instruments used to finance commercial transactions;
<bullet> Repurchase agreements and reverse repurchase agreements;
<bullet> 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;
<bullet> Commercial paper, which are short-term unsecured
promissory notes; and
<bullet> Money market funds.
Proposed Rule 8.201(c)(5) (Generic) would define ``net asset
value'' as 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. Proposed Rule 8.201(c)(5) (Generic) is based on NYSE Arca
Rule 8.201-E(c)(5) (Generic).
Proposed Rule 8.201(c)(6) (Generic) would define ``designated
contract market'' as a board of trade or exchange that has been
designated as a contract market under Section 5 of the Commodity
Exchange Act and operates under the regulatory oversight of the
Commodity Futures Trading Commission, pursuant to Section 5 of the
Commodity Exchange Act. Proposed Rule 8.201(c)(6) (Generic) is based on
NYSE Arca Rule 8.201-E(c)(6) (Generic).
Proposed Rule 8.201(c)(7) (Generic) would define ``exchange-traded
fund'' as an open-end management investment company or a unit
investment trust as defined in Section 4(2) of the Investment Company
Act of 1940 or series or class thereof, the shares of which are listed
and traded on a national securities exchange, and that has formed and
operates under an exemptive order under the Investment Company Act of
1940 or in reliance on an exemptive rule adopted by the Securities and
Exchange Commission. Proposed Rule 8.201(c)(7) (Generic) is based on
NYSE Arca Rule 8.201-E(c)(7) (Generic).
Proposed Rule 8.201(c)(8) (Generic) would define ``indicative trust
value'' as the estimated indicative value of a Trust share based on
current information regarding the value of the Trust's underlying
assets. Proposed Rule 8.201(c)(8) (Generic) is based on NYSE Arca Rule
8.201-E(c)(8) (Generic).
Proposed Rule 8.201(c)(9) (Generic) would define ``market price''
as the official closing price of a Trust share or, if it more
accurately reflects the market value of a Trust share at the time as of
which the Trust calculates current net asset value per share, the price
that is the midpoint between the national best bid and national best
offer as of that time. Proposed Rule 8.201(c)(9) (Generic) is based on
NYSE Arca Rule 8.201-E(c)(9) (Generic).
Proposed Rule 8.201(c)(10) (Generic) would define ``premium or
discount'' as the positive or negative difference between the market
price of a Trust share at the time as of which the current net asset
value is calculated and the Trust's current net asset value per share,
expressed as a percentage of the Trust share's current net asset value
per share. Proposed Rule 8.201(c)(10) (Generic) is based on NYSE Arca
Rule 8.201-E(c)(10) (Generic).
Proposed Rule 8.201(d) (Generic) would set forth the eligibility
criteria for the holdings of Commodity-Based Trust Shares listed
pursuant to Rule 8.201 (Generic). Proposed Rule 8.201(d)(1) (Generic),
which is based on NYSE Arca Rule 8.201-E(d)(1) (Generic) with a non-
substantive change to refer to Rule 8.201 (Generic) instead of Rule
8.201-E (Generic), would provide for the following criteria, at least
one of which must be met for each commodity or commodity that underlies
a commodity-based asset held by a Trust:
<bullet> 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 (proposed Rule 8.201(d)(1)(i) (Generic));
<bullet> On an initial and continuing basis, the commodity
underlies a futures contract that has been made available to trade on a
designated contract market for at least six months; \6\ provided that
the Exchange has a comprehensive surveillance sharing agreement,
whether directly or through common membership in ISG, with such
designated contract market (proposed Rule 8.201(d)(1)(ii) (Generic));
or
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\6\ i.e., such futures contract has been listed and traded on a
designated contract market for at least six months.
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<bullet> On an initial basis, an exchange-traded fund designed to
provide economic exposure of no less than 40% of its net asset value to
the commodity lists and trades on a national securities exchange
(proposed Rule 8.201(d)(1)(iii) (Generic)).
Proposed Rule 8.201(d)(2) (Generic) would provide that, on an
initial and continuing basis, each security held by the Trust shall
meet the criteria of Rule 8.600 (Managed Fund Shares), Commentary
.01(a) and (b) or, if the security is a listed option, trades on an ISG
market. Proposed Rule 8.201(d)(2) (Generic) is based on NYSE Arca Rule
8.201-E(d)(2) (Generic), with a non-substantive change to refer to Rule
8.600 instead of Rule 8.600-E.
Proposed Rule 8.201(e) (Generic), which is based on NYSE Arca Rule
8.201-E(e) (Generic), would set forth the information that the Trust
must disclose prominently on its website, which must be publicly
available free of charge:
<bullet> Before the opening of regular trading on the Exchange, for
the Trust's
[[Page 61212]]
commodities, commodity-based assets, securities, cash and cash
equivalent, 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 (proposed Rule
8.201(e)(1) (Generic) and subparagraphs (i) through (v) thereunder);
<bullet> The Trust's current net asset value per share, market
price, and premium or discount, each as of the end of the prior
business day (proposed Rule 8.201(e)(2) (Generic));
<bullet> 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) (proposed Rule
8.201(e)(3) (Generic));
<bullet> 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) (proposed Rule 8.201(e)(4) (Generic));
<bullet> The Trust share's median-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 (proposed
Rule 8.201(e)(5) (Generic));
<bullet> Liquidity risk policies and procedures as described in
paragraph (g) of proposed Rule 8.201 (Generic) (proposed Rule
8.201(e)(6) (Generic));
<bullet> The Trust's methodology for the calculation of its net
asset value (proposed Rule 8.201(e)(7) (Generic));
<bullet> The Trust's trading volume for the previous day (proposed
Rule 8.201(e)(8) (Generic)); and
<bullet> The Trust's effective prospectus, in a form available for
download (proposed Rule 8.201(e)(9) (Generic)).
Proposed Rule 8.201(f) (Generic) would provide that the Trust may
not seek, directly or indirectly, to provide investment returns that
correspond to the performance of an index, benchmark, or reference
value by a specified multiple, or to provide investment returns that
have an inverse or multiple inverse relationship to the performance of
an index, benchmark, or reference value, over a predetermined period of
time. Proposed Rule 8.201(f) (Generic) is based on NYSE Arca Rule
8.201-E(f) (Generic).
Proposed Rule 8.201(g) (Generic), which is based on NYSE Arca Rule
8.201-E(g) (Generic), would 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 that are 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.\7\ For purposes of this Rule, an asset is deemed not readily
available to meet redemption requests if it is segregated, pledged,
hypothecated, encumbered, or otherwise restricted or prevented from
being liquidated, sold, transferred, or assigned within one business
day. Rule 8.201(g) (Generic) would further provide that the Trust's
liquidity risk policies and procedures will be periodically reviewed by
the Trust (at least annually) and address the following criteria, as
applicable:
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\7\ The Exchange notes that proposed Rule 8.201(g) (Generic) is
intended to, for example, allow a Trust issuing Commodity-Based
Trust Shares to engage in protocol staking, in accordance with
guidance issued by Commission staff, of the commodity(ies) held by
the Trust, if applicable. See <a href="https://www.sec.gov/newsroom/speeches-statements/statement-certain-protocol-staking-activities-052925">https://www.sec.gov/newsroom/speeches-statements/statement-certain-protocol-staking-activities-052925</a>.
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<bullet> 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 (proposed Rule
8.201(g)(1) (Generic));
<bullet> Holdings of cash and cash equivalents, as well as
borrowing arrangements and other funding sources (proposed Rule
8.201(g)(2) (Generic)); and
<bullet> 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
(proposed Rule 8.201(g)(3) (Generic)).\8\
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\8\ For example, for crypto-based series of Commodity-Based
Trust Shares with protocol staked assets, the liquidity risk
policies and procedures would describe the asset(s) staked and the
percentage of such asset(s) subject to protocol staking.
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Proposed Rule 8.201(h) (Generic) would provide that Commodity-Based
Trust Shares may be listed and traded on the Exchange pursuant to Rule
8.201 (Generic) provided that, upon initial listing, the Exchange will
establish a minimum number of Commodity-Based Trust Shares required to
be outstanding at the time of commencement of trading on the Exchange,
and all Commodity-Based Trust Shares shall have a stated investment
objective, which shall be adhered to under normal market conditions.
Proposed Rule 8.201(h) (Generic) is based on NYSE Arca Rule 8.201-E(h)
(Generic).
Proposed Rule 8.201(i) (Generic) would provide for continued
listing standards for Commodity-Based Trust Shares listed pursuant to
Rule 8.201 (Generic). Proposed Rule 8.201(i) (Generic) is based on NYSE
Arca Rule 8.201-E(i) (Generic), with a non-substantive change in
proposed Rule 8.201(i)(9) to refer to Rule 8.201 (Generic) instead of
Rule 8.201-E (Generic). The Exchange will maintain surveillance
procedures for Commodity-Based Trust Shares listed under Rule 8.201
(Generic) and will consider the suspension of trading in and the
delisting of such Trust shares under any of the following
circumstances:
<bullet> If, following the initial twelve-month period following
commencement of trading on the Exchange of Commodity-Based Trust
Shares, the Trust has more than 60 days remaining until termination and
there are fewer than 50 record and/or beneficial holders of Commodity-
Based Trust Shares (proposed Rule 8.201(i)(1) (Generic)); or
<bullet> If, following the initial twelve-month period following
commencement of trading on the Exchange of Commodity-Based Trust
Shares, the Trust has fewer than 50,000 shares issued and outstanding
(proposed Rule 8.201(i)(2) (Generic)); or
<bullet> If, following the initial twelve-month period following
commencement of trading on the Exchange of Commodity-Based Trust
Shares, the market value of all shares issued and outstanding is less
than $1,000,000 (proposed Rule 8.201(i)(3) (Generic)); or
<bullet> If the value of the underlying reference asset(s) or index
is no longer calculated or made widely available on at least a 15-
second basis from a source unaffiliated with the sponsor or the Trust
(proposed Rule 8.201(i)(4) (Generic));
<bullet> If the Indicative Trust Value is no longer calculated or
made widely available to all market participants at the same time on at
least a 15-second basis during the Core Trading Session (proposed Rule
8.201(i)(5) (Generic));
<bullet> If the net asset value is not calculated at least once
daily or made widely available to all market participants at the same
time (proposed Rule 8.201(i)(6) (Generic));
<bullet> If the information as set forth in this Rule 8.201 is no
longer being disclosed
[[Page 61213]]
in accordance with the requirement of paragraph (e) above (proposed
Rule 8.201(i)(7) (Generic));
<bullet> If any of the other continued listing requirements set
forth in this Rule are not continuously maintained (proposed Rule
8.201(i)(8) (Generic));
<bullet> If the Exchange submits a rule filing pursuant to Section
19(b) of the Securities Exchange Act of 1934 to permit the listing and
trading of a series of Commodity-Based Trust Shares that do not
otherwise meet the standards set forth in this Rule and any of the
statements or representations regarding (a) the description of the
index, portfolio, or reference asset, (b) limitations on the index,
portfolio holdings, or reference assets, or (c) the applicability of
Exchange listing rules specified in such rule filing are not
continuously maintained; or if such other event shall occur or
condition exists which in the opinion of the Exchange makes further
dealings on the Exchange inadvisable (proposed Rule 8.201(i)(9)
(Generic));
<bullet> Upon termination of a Trust, the Exchange requires that
Commodity-Based Trust Shares issued in connection with such Trust be
removed from Exchange listing. A Trust may terminate in accordance with
the provisions of the Trust prospectus, which may provide for
termination if the value of the Trust falls below a specified amount
(proposed Rule 8.201(i)(10) (Generic)).
Rule 8.201(j) (Generic) would set forth requirements applicable to
Commodity-Based Trust Shares issued by an entity structured as a trust,
on an initial and continuing basis. Proposed Rule 8.201(j)(1) (Generic)
would require that the stated term of the trust be as stated in the
trust prospectus, provided that a trust may be terminated under such
earlier circumstances as may be specified in the trust prospectus.
Proposed Rule 8.201(j)(2) (Generic) would set forth requirements that
apply to the trustee of a trust. Proposed Rule 8.201(j)(2)(i) (Generic)
would require that the trustee of a trust must be a trust company or
banking institution having substantial capital and surplus and the
experience and facilities for handling corporate trust business and
that, if an individual has been appointed as trustee, a qualified trust
company or banking institution must be appointed co-trustee. Proposed
Rule 8.201(j)(2)(ii) (Generic) would provide that no change is to be
made in the trustee of a listed issue without prior notice to and
approval of the Exchange. Proposed Rule 8.201(j)(3) (Generic) would
provide that voting rights will be as set forth in the applicable trust
prospectus. Proposed Rule 8.201(j) (Generic) and the subparagraphs
thereunder are based on current Rule 8.201(e)(3) through (5) without
any substantive changes, as well as on NYSE Arca Rule 8.201-E(j)
(Generic).
Rule 8.201(k) (Generic) would provide that an issuer of Commodity-
Based Trust Shares must promptly notify the Exchange of any non-
compliance with any of the applicable continued listing standards set
forth in Rule 8.201 (Generic). Proposed Rule 8.201(k) (Generic) is
based on NYSE Arca Rule 8.201-E(k) (Generic), with a non-substantive
change to refer to Rule 8.201 (Generic) instead of Rule 8.201-E
(Generic).
Rule 8.201(l) (Generic) would set forth rules relating to trading
halts. Proposed Rule 8.201(l)(1) (Generic) would provide that the
Exchange may halt trading during the day in which the interruption to
the following occurs: (i) the value of the underlying reference
asset(s) or index is not made widely available on at least a 15-second
basis from a source unaffiliated with the sponsor or the Trust; (ii)
the Indicative Trust Value is not made widely available to all market
participants at the same time on at least a 15-second basis during the
Core Trading Session; or (iii) the information required by proposed
Rule 8.201(e) (Generic) to be publicly disclosed on a Trust's website,
free of charge, is not being disclosed in that manner. If the
interruption persists past the trading day in which it occurred, the
Exchange will halt trading no later than the beginning of the trading
day following the interruption. If Commodity-Based Trust Shares are
trading on the Exchange pursuant to unlisted trading privileges, the
Exchange will halt trading as specified in Rule 7.34(a). Proposed Rule
8.201(l)(2) (Generic) would provide that, if the Exchange becomes aware
that the net asset value is not disseminated to all the market
participants at the same time, it will halt trading in the Commodity-
Based Trust Shares until such time as the net asset value is available
to all market participants. Finally, proposed Rule 8.201(l)(3)
(Generic) would provide that the Exchange also may halt trading because
of market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. Proposed Rule 8.201(l)
(Generic) is based on NYSE Arca Rule 8.201-E(l) (Generic), with a non-
substantive change in proposed Rule 8.201(l)(1) to refer to Rule 7.34
instead of Rule 7.34-E.
Proposed Rule 8.201(m) (Generic) would set forth rules related to
Market Maker accounts. A Market Maker in Commodity-Based Trust Shares
listed pursuant to Rule 8.201 (Generic) must file with the Exchange in
a manner prescribed by the Exchange and keep current a list identifying
all accounts for trading in each underlying commodity and commodity-
based asset which the Market Maker may have or over which it may
exercise investment discretion. If a Market Maker in Commodity-Based
Trust Shares that have exposure to, but do not, consistent with the
definition of Commodity-Based Trust Shares in this Rule 8.201
(Generic), hold one or more non-U.S. currencies (``Underlying FX''),
such Market Maker also must file with the Exchange, in a manner
prescribed by the Exchange, and keep current a list identifying all
accounts for trading in Underlying FX and derivatives overlying
Underlying FX which the Market Maker may have or over which it may
exercise investment discretion, as well as a list of all commodity and
commodity-related accounts referenced above. No Market Maker in
Commodity-Based Trust Shares shall trade in a commodity, commodity-
based asset, Underlying FX, or any related derivative thereon in an
account that the Market Maker (1) directly or indirectly controls
trading activities or has direct interest in the profits or losses
thereof, (2) is required by this rule to disclose to the Exchange, and
(3) has not reported to the Exchange. In addition to the existing
obligations under Exchange rules regarding the production of books and
records, a 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 commodity or commodity-based asset,
applicable Underlying FX, or applicable derivatives of each of the
foregoing, as may be requested by the Exchange. Proposed Rule 8.201(m)
(Generic) is based on current Rule 8.201(g) without any substantive
changes, as well as on NYSE Arca Rule 8.201-E(m) (Generic) with non-
substantive changes to refer to Rule 8.201 (Generic) instead of Rule
8.201-E(Generic) and to replace references to ETP Holders with
references to member organizations.
Proposed Rule 8.201(n) (Generic) would provide for the
establishment of firewalls. Specifically, proposed Rule 8.201(n)(1)
(Generic) would provide that, if the value of a Commodity-Based Trust
Share listed pursuant to Rule 8.201 (Generic) is based in whole or in
part on an index that is maintained by a broker-dealer, the broker-
dealer shall
[[Page 61214]]
erect and maintain a ``firewall'' around the personnel responsible for
the maintenance of such index or who have access to information
concerning changes and adjustments to the index. Proposed Rule
8.201(n)(2) (Generic) would provide that any advisory committee,
supervisory board, or similar entity that advises an index licensor or
administrator or that makes decisions regarding the index composition
methodology, and related matters must implement and maintain, or be
subject to, procedures designed to prevent the use and dissemination of
material, non-public information regarding the applicable index.
Proposed Rule 8.201(n)(3) (Generic) would provide that, if the Trust is
affiliated with any entity that has the ability to influence the price
or supply of a commodity, or a commodity underlying a commodity-based
asset, held by the Trust, the Trust shall (i) implement and maintain a
``firewall'' between any such entity and the Trust, (ii) have written
policies and procedures designed to prevent the use and dissemination
of material, non-public information regarding the Trust; and (iii) have
written policies and procedures designed to prevent fraudulent,
deceptive or manipulative acts, practices, or courses of business with
respect to the Trust and such commodity. Proposed Rule 8.201(n)
(Generic) is based on NYSE Arca Rule 8.201-E(n) (Generic), with a non-
substantive change in proposed Rule 8.201(n)(1) to refer to Rule 8.201
(Generic) instead of Rule 8.201-E (Generic).
Proposed Rule 8.201(o) would set forth rules relating to the
limitation of Exchange liability. 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 pursuant to
Rule 8.201 (Generic); 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;
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. Proposed Rule
8.201(o) (Generic) is based on current Rule 8.201(f), as well as on
NYSE Arca Rule 8.201-E(o) (Generic) with a non-substantive change to
refer to Rule 8.201 (Generic) instead of Rule 8.201-E (Generic).
Finally, the Exchange proposes Commentary to Rule 8.201 (Generic)
as follows. Proposed Commentary .01 would provide that the Exchange
requires that member organizations provide all purchasers of newly
issued Commodity-Based Trust Shares a prospectus for the series of
Commodity-Based Trust Shares. Proposed Commentary .01 is based on
current Rule 8.201, Commentary .02 without any changes, as well as
Commentary .01 to NYSE Arca Rule 8.201-E (Generic) with a non-
substantive change to refer to member organizations instead of ETP
Holders. Proposed Commentary .02 would provide that transactions in
Commodity-Based Trust Shares will occur during the trading hours
specified in NYSE Arca Rule 7.34. Proposed Commentary .02 is based on
current Rule 8.201, Commentary .03 without any changes, as well as
Commentary .02 to NYSE Arca Rule 8.201-E (Generic) with a non-
substantive change to reference Rule 7.34 instead of Rule 7.34-E.
Proposed Conforming Changes
The Exchange proposes conforming changes to Rule 5.2(j)(6), which
provides that Commodity-Linked Securities provide for payment at
maturity based on the performance of one or more physical commodities
or commodity futures, options or other commodity derivatives or
Commodity-Based Trust Shares (as defined in Rule 8.201) or a basket or
index of any of the foregoing. The Exchange proposes a conforming
change to Rule 5.2(j)(6) to specify that the reference to Commodity-
Based Trust Shares is as defined in Rule 8.201 (Non-Generic) or Rule
8.201 (Generic) to ensure that this rule accommodates Commodity-Based
Trust Shares listed pursuant to either rule.
The Exchange also proposes conforming changes to Section 302.00 of
the NYSE Listed Company Manual, which sets forth requirements related
to annual meetings. The Exchange proposes to amend Section 302.00 to
include Commodity-Based Trust Shares listed pursuant to Rule 8.201
(Generic) in the list of securities for which the requirements
concerning annual meetings do not apply and to update the title of
current Rule 8.201 to be Rule 8.201 (Non-Generic).
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\9\ in general, and furthers the objectives of Section 6(b)(5),\10\
in particular, because 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.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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The Exchange believes proposed Rule 8.201 (Generic) would promote
just and equitable principles of trade, remove impediments to, and
perfect the mechanism of, a free and open market and a national market
system, and protect investors and the public interest by establishing
generic standards for listing and trading of Commodity-Based Trust
Shares. Proposed Rule 8.201 (Generic) would allow Commodity-Based Trust
Shares that meet the requirements of the Rule to be listed and traded
on the Exchange without prior Commission approval order or notice of
effectiveness pursuant to Section 19(b) of the Act. Accordingly, the
proposed rule change would promote just and equitable principles of
trade, remove impediments to, and perfect the mechanism of, a free and
open market and a national market system, and protect investors and the
public interest because it would facilitate efficient procedures for
listing Commodity-Based Trust Shares that meet the requirements of
proposed Rule 8.201 (Generic), thereby reducing the time, resources,
and costs associated with bringing new series of Commodity-Based Trust
Shares to market and promoting competition among issuers of such
products, to the benefit of the market participants. In addition, the
Exchange believes that the proposed rule change would further the
intended objective of Rule 19b-4(e) under the Act by permitting
Commodity-Based Trust Shares that satisfy the proposed listing
standards in proposed Rule 8.201 (Generic) to be listed and traded
without separate Commission approval.
The Exchange further believes that the proposed changes would
promote just and equitable principles of trade, remove impediments to,
and perfect the mechanism of, a free and open market and a national
market system, and protect investors and the public interest
[[Page 61215]]
because the proposed rules are based on the rules of the Exchange's
affiliated market, NYSE Arca, which rules have been approved by the
Commission. Accordingly, the proposed rule changes would facilitate the
Exchange's ability to list and trade Commodity-Based Trust Shares under
generic listing standards identical to NYSE Arca's. The Exchange also
believes that the proposed rule change would remove impediments to and
perfect the mechanism of a free and open market and a national market
system by promoting consistency across the rules of affiliated
exchanges.
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 purposes of the Act. Instead, the Exchange
believes that the proposed rule change would facilitate the listing and
trading of Commodity-Based Trust Shares through an efficient process
that would enhance competition among market participants, to the
benefit of investors and the marketplace. The Exchange believes that
the proposed generic listing standards in Rule 8.201 (Generic) would
reduce the timeframe for bringing additional series of Commodity-Based
Trust Shares to market, thereby reducing the burdens on issuers and
other market participants and promoting competition among issuers of
such products.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
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 self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change, is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<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#255750494008464a4848404b5156655640460b424a53"><span class="__cf_email__" data-cfemail="92e0e7fef7bff1fdfffff7fce6e1d2e1f7f1bcf5fde4">[email protected]</span></a>. Please include
file number SR-NYSE-2025-47 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-NYSE-2025-47. 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 filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-NYSE-2025-47 and should be submitted on
or before January 20, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23937 Filed 12-29-25; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on December 30, 2025.
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