Notice2026-08274
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Shares of the T. Rowe Price Active Crypto ETF Under NYSE Arca Rule 8.201-E (Generic) 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 29, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 82 (Wednesday, April 29, 2026)</title>
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[Federal Register Volume 91, Number 82 (Wednesday, April 29, 2026)]
[Notices]
[Pages 23135-23141]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-08274]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105308; File No. SR-NYSEARCA-2025-77]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To
List and Trade Shares of the T. Rowe Price Active Crypto ETF Under NYSE
Arca Rule 8.201-E (Generic) Commodity-Based Trust Shares
April 24, 2026.
On November 6, 2025, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to list and trade shares
(``Shares'') of the T. Rowe Price Active Crypto ETF (``Fund''). The
proposed rule change was published for comment in the Federal Register
on November 28, 2025.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 104243 (Nov. 24,
2025), 90 FR 54769.
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On January 7, 2026, pursuant to Section 19(b)(2) of the Act,\4\ the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ On January 28, 2026, the Commission instituted proceedings
under Section 19(b)(2)(B) of the Act,\6\ to determine whether to
approve or disapprove the proposed rule change.\7\
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\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 104554, 91 FR 1229
(Jan. 12, 2026) (designating February 26, 2026, as the date by which
the Commission shall either approve, disapprove, or institute
proceedings to determine whether to disapprove the proposed rule
change).
\6\ 15 U.S.C. 78s(b)(2)(B).
\7\ See Securities Exchange Act Release No. 104726, 91 FR 4705
(Feb. 2, 2026).
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On April 21, 2026, pursuant to Section 19(b)(2) of the Act,\8\ 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 and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment No. 1, from interested
persons.
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\8\ 15 U.S.C. 78s(b)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to list and trade shares of the T. Rowe Price
Active Crypto ETF (the ``Fund'') under NYSE Arca Rule 8.201-E
(Generic). This Amendment No. 1 to SR-NYSEARCA-2025-77 replaces SR-
NYSEARCA-2025-77 as originally filed and supersedes such filing in its
entirety. 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.
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
Under NYSE Arca Rule 8.201-E (Generic), the Exchange may propose to
list and/or trade pursuant to unlisted trading privileges ``Commodity-
Based Trust Shares.'' \9\ The Exchange proposes to list and trade
shares (the ``Shares'') of the Fund pursuant to NYSE Arca Rule 8.201-E
(Generic).\10\
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\9\ Commodity-Based Trust Shares are securities issued by a
trust that represent investors' discrete identifiable and undivided
beneficial ownership interest in the commodities deposited into the
trust.
\10\ On October 22, 2025, the Fund filed a registration
statement on Form S-1 under the Securities Act of 1933. The Fund
filed an amended registration statement on Form S-1 on February 11,
2026 (the ``Registration Statement''). The descriptions of the Fund
and Shares contained herein are based, in part, on the 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.
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Description of the Fund
The sponsor of the Fund is T. Rowe Price Sponsor LLC (the
``Sponsor''), a Delaware limited liability company. The Sponsor is
responsible for the implementation of the Fund's investment strategy
and overall management of the Fund. The Fund is a Delaware statutory
trust that operates pursuant to a trust agreement (the ``Trust
Agreement'') between the Sponsor and the trustee for the Fund, CSC
Delaware Trust Company (the ``Trustee'').
The Fund will have a custodian for its crypto asset \11\ holdings
and stablecoins (the ``Crypto Custodian'') and a custodian for its cash
and cash equivalents holdings (the ``Cash Custodian''). T. Rowe Price
Associates, Inc. (the ``Administrator'') provides administrative
services to the Fund.
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\11\ According to the Registration Statement, the Sponsor
interprets the term ``crypto asset'' to mean an asset that (1) is
generated, issued, and/or transferred using a blockchain or similar
distributed ledger technology network, including, but not limited
to, assets known as ``tokens,'' ``digital assets,''
``cryptocurrencies,'' ``virtual currencies,'' and ``coins,'' and (2)
relies on cryptographic protocols. As used in this filing, the term
``crypto asset'' does not include stablecoins.
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Each Share issued by the Fund represents a fractional undivided
beneficial interest in the net assets of the Fund. The assets of the
Fund consist of Eligible Assets (as defined below) held by the Crypto
Custodian on behalf of the Fund, and may also include cash, cash
equivalents, and stablecoins.\12\
[[Page 23136]]
``Eligible Assets'' are crypto assets that the Sponsor has determined
meet the eligibility criteria for holdings of Commodity-Based Trust
Shares pursuant to the generic listing standards for Commodity-Based
Trust Shares set forth in NYSE Arca Rule 8.201-E(d)(1) (Generic).
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\12\ Cash equivalents held by the Fund will meet the
requirements of Rule 8.201-E(c)(4) (Generic). Although the term
``stablecoin'' is not deemed a cash equivalent for purposes of this
filing, the Fund views and uses stablecoins like cash equivalents
(and not for investment purposes or as a principal investment). If
applicable, the Fund will only hold stablecoins in the form of USDC,
a U.S. dollar denominated stablecoin issued by Circle Internet
Financial, LLC that meets the definition of a ``payment stablecoin''
under the Guiding and Establishing National Innovation for U.S.
Stablecoins Act (``GENIUS Act''), as enacted on July 18, 2025. The
Fund may continue to hold USDC unless and until any rules
promulgated under the GENIUS Act no longer permit such holding. The
Fund intends to use stablecoins as tokenized cash to cover certain
Fund expenses, buy crypto assets, and allow for efficient trading.
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The Fund will comply with the generic listing standards in NYSE
Arca Rule 8.201-E (Generic), except that it is actively managed and may
hold stablecoins.\13\
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\13\ The Exchange represents that, for initial and continued
listing, the Fund will be required, to the extent necessary, to
comply with Rule 10A-3 under the Act, as provided by NYSE Arca Rule
5.3-E. See 17 CFR 240.10A-3.
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To the extent the Sponsor of the Fund \14\ is or becomes registered
as a broker-dealer or is affiliated with a broker-dealer, the Sponsor
has, or will erect and maintain, a ``firewall'' between the Sponsor and
personnel of the broker-dealer or broker-dealer affiliate, as
applicable, with respect to access to information concerning the
composition and/or changes to the Fund's portfolio.
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\14\ The representations in this paragraph with respect to
firewalls would also apply to any subsequent manager or sub-adviser
of the Fund.
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The Sponsor will adopt policies and procedures reasonably designed
to prevent the misuse and dissemination of material non-public
information regarding the Fund's portfolio or changes thereto in
violation of the federal securities laws. Any person related to the
Sponsor, including personnel of the Sponsor, who makes decisions
pertaining to the Fund's portfolio, and any personnel or affiliate of
the Sponsor or Reporting Authority,\15\ who has access to material non-
public information regarding the Fund's portfolio, or changes thereto,
must be subject to procedures reasonably designed to prevent the use
and dissemination of material non-public information regarding the
portfolio or changes thereto.
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\15\ ``Reporting Authority'' means the Exchange, an institution,
or a reporting service designated by the Exchange as the official
source for calculating and reporting information relating to the
Fund.
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The Fund is responsible for disseminating its portfolio holdings to
all market participants at the same time and must promptly notify the
Exchange of any non-compliance with this requirement. If the Exchange
becomes aware that the Fund's portfolio holdings are not disseminated
to all market participants at the same time, it will halt trading until
such time as the holdings are available to all market participants.
Investment Objective
According to the Registration Statement, the Fund is an actively
managed exchange-traded product (``ETP''). The Fund's investment
objective is to seek long-term capital growth through investments in
crypto assets. The Fund compares its performance against the FTSE
Crypto US Listed Index (``Index''), which serves as a benchmark of the
investible crypto asset market.
To meet the Fund's investment objective, the Fund will employ an
active investment strategy by primarily investing in a diversified
basket of commodity crypto assets, under normal market conditions. The
Fund uses the Index to measure its performance and intends to
outperform the Index; the Fund does not track or replicate the Index.
The Fund will only invest in crypto assets that are Eligible Assets
and, under normal circumstances, is expected to hold between five and
15 crypto assets, but may hold fewer than five or more than 15 at any
time. The Fund may use one or more of its Eligible Assets to purchase
other Eligible Assets and may engage in trading of Eligible Assets on
both U.S. and non-U.S. crypto trading platforms through 24-hour
trading.
Consistent with its investment objective, the Fund will not use its
investments to enhance leverage or seek performance that is the
multiple or inverse multiple of the Index. According to the
Registration Statement, the Fund will invest in crypto assets through a
fundamentally informed model-based process and will take an active view
on specific crypto assets based on criteria such as fundamentals,
valuation, and momentum, within a disciplined risk-based framework. The
Shares are designed to provide investors with a means of obtaining
price exposure to multiple crypto assets, as opposed to direct
acquisition, holding, and trading of crypto assets on a peer-to-peer or
other basis or via a crypto asset platform. The Shares are also
intended to reduce the complexities and operational burdens associated
with direct investment in these crypto assets, while seeking to
generate returns that are higher than those of the Index and that
reflect the investment exposure to the assets held by the Fund.
The Index is comprised of the top ten crypto assets by market
capitalization that (1) the index provider has determined meets the
eligibility criteria set forth in NYSE Arca Rule 8.201-E(d)(1)
(Generic) for a commodity, or commodity that underlies a commodity-
based asset held by a trust issuing Commodity-Based Trust Shares
pursuant to such rule; or (2) constitute, or are eligible to
constitute, the underlying crypto asset for one or more ETPs or
exchange-traded funds (``ETFs'') registered with the Commission (the
``Index Constituents''). The Index Constituents must meet minimum
market capitalization and liquidity thresholds, as determined by the
index provider, and are weighted by the square root of market
capitalization based on circulating supply and price. The Index is
published daily from Sunday to Friday at 4:00 p.m. E.T. and is
rebalanced quarterly. The Fund may use a different index at any time;
notification of a change will be made in a prospectus supplement or in
the Fund's periodic reports.
As noted above, the Fund will only invest in Eligible Assets, which
are not required to be identical to the Index Constituents. As of the
date of this filing, based on its assessment of available data, the
Sponsor considers the following to be Eligible Assets (ticker symbols
in parentheses): bitcoin (BTC), ether (ETH), SOL (SOL), XRP (XRP), ada
(ADA), AVAX (AVAX), litecoin (LTC), DOT (DOT), Dogecoin (DOGE), HBAR
(HBAR), Bitcoin Cash (BCH), LINK (LINK), lumen (XLM), Shiba Inu (SHIB),
and Sui (SUI). The Fund will disclose the crypto assets it considers to
be Eligible Assets in its daily website holdings disclosures.
Custody of the Crypto Assets and Stablecoins
The Crypto Custodian will keep custody of the Fund's crypto assets
and stablecoins. Except to the extent the Fund engages in and except as
required to facilitate any staking activities (as further discussed
below) or trading activities, the Crypto Custodian will safeguard the
private key materials associated with the Fund's crypto assets held by
the Crypto Custodian. The Crypto Custodian's policies, procedures, and
controls for safekeeping must be designed to protect against theft,
loss, and unauthorized and accidental use of the private keys.
The Sponsor represents that it will maintain ownership and control
of the Fund's crypto assets in a manner consistent with good delivery
requirements for spot commodity transactions.
Staking
The Sponsor may, from time to time, stake a portion of the Fund's
crypto assets, as applicable, on behalf of the Fund through one or more
trusted staking providers, which may include the Crypto Custodian or an
affiliate of
[[Page 23137]]
the Crypto Custodian (``Staking Providers''). However, the Sponsor will
not utilize any Staking Providers that are affiliates of the Sponsor.
In consideration for any staking activity in which the Fund may engage,
the Fund would receive certain staking rewards of crypto assets, which
may be treated as income to the Fund for tax purposes.
Consistent with the requirements of Rule 8.201-E(g) (Generic),\16\
to the extent the Sponsor determines to stake a portion of the Fund's
crypto assets, the Sponsor expects to maintain sufficient liquidity in
the Fund to satisfy redemptions. If the Fund engages in staking and has
on a daily basis less than 85% of its crypto assets readily
available,\17\ the Fund will 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 Fund without
significant dilution of remaining shareholders' interest in the Fund.
Such policies and procedures will be periodically reviewed (with such
review occurring no less frequently than annually) by the Fund and will
address the following, as applicable:
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\16\ Rule 8.201-E(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-activities052925">https://www.sec.gov/newsroom/speeches-statements/statement-certain-protocol-staking-activities052925</a>.
\17\ A crypto 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.
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<bullet> The Fund's investment strategy and liquidity of the Fund's
crypto assets during normal and stressed conditions, including holdings
in derivatives and whether the investment strategy is appropriate for
effective and efficient arbitrage;
<bullet> Holdings of cash and cash equivalents, as well as
borrowing arrangements and other funding sources; and
<bullet> Percentage and description of the Fund's crypto assets
that are segregated, pledged, hypothecated, encumbered, or otherwise
restricted or prevented from being liquidated, sold, transferred or
assigned within one Business Day.
Valuation of Fund Assets and Determination of NAV <SUP>18</SUP>
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\18\ The term ``net asset value'' or ``NAV'' means an amount
reflecting the current market value of the assets held by the Fund,
less expenses and liabilities, used to periodically compute the
current price for the purpose of creation and redemption of Fund
Shares.
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The NAV of the Fund will be equal to the total assets of the Fund,
including but not limited to, all crypto assets, cash, cash
equivalents, and stablecoins, less total liabilities of the Fund, each
determined by the Administrator as described herein. The NAV per Share
is calculated by dividing the NAV of the Fund by the number of Shares
currently outstanding. In determining the Fund's NAV, the Administrator
values each of the crypto assets and stablecoins held by the Fund based
on a reference rate determined by the Administrator in its sole
discretion (each a ``Reference Rate'' and, collectively, the
``Reference Rates''). The Administrator has engaged Lukka, Inc., a
third-party vendor, to provide a reference rate for each Eligible Asset
held by the Fund. The Lukka Digital Asset Median Reference Rate for
each crypto asset or stablecoin will be the Reference Rate used for
valuing the Fund's crypto assets and stablecoins, unless the
Administrator determines that one or more reference rates is not
available or is unreliable.
Each Reference Rate will aggregate the trade flow of respective
crypto assets and stablecoins on spot trading platforms, during an
observation window between 3:00 p.m. and 4:00 p.m. E.T. into the U.S.
dollar price of the respective crypto asset or stablecoins, at 4:00
p.m. E.T. If one or more Reference Rate from the primary vendor is not
available or the Administrator determines, in its sole discretion, that
one or more Reference Rates is unreliable or unavailable, then
reference rates from another source may be used or the Fund's holdings
may be fair valued by the Administrator. Additionally, the
Administrator will monitor for unusual prices and escalate to the
Sponsor if detected. Notification of a material change to any Reference
Rate will be made in a prospectus supplement or the Fund's periodic
reports.
According to the Registration Statement, the Reference Rates are
calculated based on transactions that take place on a crypto asset
trading platform or stablecoin trading platform approved by the
Reference Rate provider (``Eligible Transactions''). The methodology
underlying each Reference Rate is as follows:
<bullet> All Eligible Transactions are added to a joint list,
recording the trade price and size for each transaction.
<bullet> The joint list is partitioned into a number of equally-
sized time intervals.
<bullet> For each partition separately, the volume-weighted median
trade price is calculated from the trade prices and sizes of all
Eligible Transactions (i.e., across all relevant trading platforms).
<bullet> Each Reference Rate is then determined by the equally
weighted average of the volume-weighted medians of all partitions.
The Administrator believes that the Reference Rates reflect a
reasonable valuation of the spot price of the Fund's crypto assets and
stablecoins and that they are reasonably designed to be resistant to
manipulation. For example, the Administrator believes that the
Reference Rates' methodology mitigates the impact of crypto asset and
stablecoin transactions conducted at outlier prices, large trades or
clusters of trades transacted over a short period of time, and large
trades at prices that deviate from the prevailing price on the
Reference Rates.
The Administrator of the Fund will calculate the NAV once each
Business Day, as of the close of trading on the Exchange, normally 4:00
p.m. E.T, each day the Exchange is open for business.
The Structure and Operation of the Fund Protects Investors
The Sponsor believes the structure and operation of the Fund are
designed to mitigate fraudulent and manipulative acts and practices and
to protect investors and the public interest. The Sponsor accordingly
believes the Commission should approve the listing and trading of
Shares of the Fund.
The Commission has approved generic listing standards for the
listing and trading of shares of Commodity-Based Trust Shares that meet
certain requirements.\19\ Among other requirements, the generic listing
standards provide that a commodity or commodity underlying commodity-
based assets held by a trust issuing Commodity-Based Trust Shares is an
eligible holding of the trust if it meets at least one of the following
criteria:
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\19\ See Securities Exchange Act Release No. 103995 (September
17, 2025), 90 FR 45414 (September 22, 2025) (SR-NASDAQ-2025-056; SR-
CboeBZX-2025-104; SRNYSEARCA-2025-54) (Order Granting Accelerated
Approval of Proposed Rule Changes, as Modified by Amendments
Thereto, to Adopt Generic Listing Standards for Commodity-Based
Trust Shares) (``Generic Listing Standards Approval Order'').
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<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;
<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 (``DCM'') for at least six months, provided
that the Exchange has a comprehensive surveillance sharing agreement
(``CSSA''), whether directly
[[Page 23138]]
or through common membership in ISG, with such DCM; or
<bullet> On an initial basis, an ETF designed to provide economic
exposure of no less than 40% of its NAV to the commodity lists and
trades on a national securities exchange.\20\
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\20\ See, e.g., NYSE Arca Rules 8.201-E(d)(1)(i)-(iii)
(Generic).
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In approving the generic listing standards, the Commission found
that these eligibility criteria for trust holdings would facilitate
information sharing and help to ensure the availability of information
necessary to aid in the detection and deterrence of potential fraud and
manipulation with respect to a commodity or commodity underlying a
commodity-based asset, and that the availability of such information
can be reasonably expected to assist a listing exchange in its efforts
to surveil for fraud and manipulation that may impact the Commodity-
Based Trust Shares.\21\
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\21\ See Generic Listing Standards Approval Order, 90 FR at
45418-19.
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The Sponsor believes that, for reasons similar to those set forth
in the Generic Listing Standards Approval Order, listing and trading
Shares of the Fund would be consistent with the requirements of the
Act. As noted above, the Fund will comply with the generic listing
standards in Rule 8.201-E (Generic) except that the Fund will be
actively managed and may hold stablecoins. The Fund's assets will
consist primarily of Eligible Assets, which must meet the eligibility
criteria described above in the opinion of the Sponsor. Those
eligibility criteria are identical to the eligibility criteria
currently set forth in Rule 8.201-E(d)(1) (Generic) for commodities or
commodities underlying commodity-based assets held by a trust issuing
Commodity-Based Trust Shares. The universe of Eligible Assets, as of
the date of this filing, includes commodities that, in the opinion of
the Sponsor, meet, or will meet by the time the Shares begin trading on
the Exchange, the eligibility criteria set forth in Rules 8.201-
E(d)(1)(ii) (Generic) (relating to commodities underlying futures
contracts that have been available to trade for at least six months on
a DCM with which the Exchange has a CSSA) and/or 8.201-E(d)(1)(iii)
(Generic) (relating to commodities for which an ETF designed to provide
economic exposure of no less than 40% of its net asset value to that
commodity lists and trades on a national securities exchange).
Accordingly, the Sponsor believes that the Exchange's ability to obtain
information regarding trading in futures on Eligible Assets from DCMs
with which the Exchange has a CSSA, whether directly or via common ISG
membership, would assist the Exchange in detecting potential fraud or
manipulation with respect to trading in the Shares. In addition, to the
extent Eligible Assets are commodities for which there is an ETF that
provides economic exposure of at least 40% of its net asset value to
the commodity, the Exchange similarly would be able to obtain
information with respect to those listed and traded ETFs that have
exposure to the same underlying commodity from the listing exchange
(which, as a national securities exchange, would be an ISG member) to
facilitate information sharing and help ensure the availability of
information necessary to aid in the detection and deterrence of
potential manipulation.
The Sponsor also believes that listing and trading Shares of the
Fund is consistent with the requirements of the Act because, although
the stablecoin holdings are not contemplated by Rule 8.201-E (Generic),
the Fund's only stablecoin holdings will be USDC, which meets the
definition of a payment stablecoin under Section 2(22) of the GENIUS
Act. In addition, as noted above, the Fund intends to use stablecoins
only as tokenized cash to cover certain Fund expenses, buy crypto
assets, and allow for efficient trading. The Sponsor also believes
listing and trading Shares of the Fund is consistent with the
requirements of the Act because the active management of the Fund,
while not contemplated by Rule 8.201-E (Generic), would allow the Fund
to provide investors with exposure to a diversified basket of crypto
assets based on the Sponsor's active selection of Eligible Assets and
determination of portfolio weights and timing of transactions with
respect to the Fund's holdings. However, the Fund's holdings will only
include Eligible Assets, which, as noted above, are crypto assets that,
in the Sponsor's determination, meet the eligibility requirements of
Rule 8.201-E (Generic). The Commission has found that these eligibility
criteria would facilitate information sharing and help to ensure the
availability of information necessary to aid in the detection and
deterrence of potential fraud and manipulation with respect to a
commodity or commodity underlying a commodity-based asset. The
availability of such information can be reasonably expected to assist
the Exchange in surveilling for potential fraud and manipulation in the
trading of the Shares. In addition, because the Fund will be actively
managed, it will be subject to additional firewall and trading halt-
related requirements as noted above.
Creation and Redemption of Shares
The Fund will create and redeem Shares on a continuous basis only
in aggregations of at least 5,000 Shares (``Creation Units'') \22\ in
cash and/or in-kind crypto assets,\23\ as specified by the Fund from to
time. Only Authorized Participants, which are registered broker-dealers
who have entered into written agreements with the Distributor and the
Sponsor, can place orders to purchase or redeem Creation Units.
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\22\ A minimum of 10,000 Shares of the Fund will be outstanding
at the commencement of trading on the Exchange.
\23\ For the avoidance of doubt, these crypto assets do not
include stablecoins.
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Authorized Participants will be required to submit creation or
redemption orders by a time determined by the Sponsor, or the close of
regular trading on the Exchange, whichever is earlier (the ``Order
Cutoff Time''). For a cash creation or redemption order, the Fund will
enter into a transaction by choosing, in its sole discretion, to trade
directly with a Crypto Trading Counterparty \24\ to buy or sell crypto
assets, stablecoins, or other portfolio assets in exchange for the cash
proceeds from such order. The Fund delivers Shares to the Authorized
Participant in connection with a creation order or cash to the
Authorized Participant in connection with a redemption order, and the
Crypto Trading Counterparty delivers the required crypto assets,
stablecoins, or other portfolio assets in exchange for cash in
connection with a creation order or delivers the required cash in
exchange for crypto assets, stablecoins, or other portfolio assets in
connection with a redemption order. For an in-kind creation or
redemption order, the Sponsor will acknowledge the order and the date
of acknowledgement will determine the specified quantity of crypto
assets and cash, as determined by the Fund, that the Authorized
Participant needs to deposit or can expect to receive, as applicable.
The Fund delivers Shares to the Authorized Participant in exchange for
the specified
[[Page 23139]]
crypto assets and cash, as determined by the Fund, received from the
Authorized Participant in connection with a creation order and delivers
the crypto asset and cash basket, as determined by the Fund, to the
Authorized Participant in exchange for Shares received from the
Authorized Participant in connection with a redemption order.
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\24\ A Crypto Trading Counterparty may be an affiliate of an
Authorized Participant. Crypto Trading Counterparties may be added
at any time, subject to the discretion of the Sponsor. The Sponsor
and/or the Fund are solely responsible for selecting the Crypto
Trading Counterparty to deliver or receive crypto assets. Further,
the Crypto Trading Counterparty will not be acting as an agent of
the Authorized Participant with respect to the delivery or receipt
of the crypto assets to the Fund or acting at the direction of the
Authorized Participant. The Crypto Trading Counterparty will be
unaffiliated with the Fund, Sponsor, or Administrator.
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Surveillance
The Exchange represents that trading in the Shares of the Fund on
the Exchange will be subject to the existing trading surveillances
administered by the Exchange, as well as cross-market surveillances
administered by the Financial Industry Regulatory Authority (``FINRA'')
on behalf of the Exchange, which are designed to detect potential
violations of Exchange rules and applicable federal securities laws
with respect to the Shares of the Fund trading on the Exchange.\25\ The
Exchange represents that these procedures are adequate to properly
monitor Exchange trading of the Shares in all trading sessions and to
deter and detect violations of Exchange rules and federal securities
laws with respect to the Shares of the Fund trading on the Exchange.
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\25\ FINRA conducts 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.
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The existing surveillances referred to above generally focus on
detecting securities trading outside their normal patterns, which could
be indicative of manipulative or other violative activity with respect
to the Shares of the Fund. When such situations are detected,
surveillance analysis follows and investigations are opened, where
appropriate, to review the behavior of all relevant parties for all
relevant trading violations.
The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate regarding trading in the Shares with other markets and
other entities that are members of the ISG, and the Exchange or FINRA,
on behalf of the Exchange, or both, may obtain trading information
regarding trading in the Shares and crypto asset derivatives from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in the Shares and crypto asset
derivatives from markets and other entities with which the Exchange has
in place a CSSA.\26\ The Exchange is also able to obtain information
from ETP Holders acting as registered Market Makers regarding their
trading (as principal or agent) in the Shares and any underlying crypto
assets, crypto asset futures contracts, options on crypto assets, or
any other crypto asset derivative.
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\26\ For a list of the current members of ISG, see
<a href="http://www.isgportal.org">www.isgportal.org</a>.
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In addition, under NYSE Arca Rule 8.201-E(m) (Generic), an ETP
Holder acting as a registered Market Maker in the Shares is required to
provide the Exchange with information relating to its accounts for
trading in any underlying commodity, related futures or options on
futures or any other related derivatives. Commentary .04 of NYSE Arca
Rule 11.3-E requires an ETP Holder acting as a registered Market Maker,
and its affiliates, in the Shares to establish, maintain and enforce
written policies and procedures reasonably designed to prevent the
misuse of any material nonpublic information with respect to such
products, any components of the related products, any physical asset or
commodity underlying the product, applicable currencies, underlying
indexes, related futures or options on futures, and any related
derivative instruments (including the Shares). As a general matter, the
Exchange has regulatory jurisdiction over its ETP Holders and their
associated persons, which include any person or entity controlling an
ETP Holder. To the extent the Exchange may be found to lack
jurisdiction over a subsidiary or affiliate of an ETP Holder that does
business only in commodities or futures contracts and that subsidiary
or affiliate is a member of another regulatory organization, the
Exchange could obtain information regarding the activities of such
subsidiary or affiliate through surveillance sharing agreements with
regulatory organizations to the extent the Exchange has such an
agreement with that regulatory organization.
In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
All statements and representations made in this filing regarding
(a) the description of the portfolio, (b) limitations on portfolio
holdings or (c) the applicability of Exchange listing rules specified
in this rule filing shall constitute continued listing requirements for
listing the Shares on the Exchange.
The Sponsor has represented to the Exchange that it will advise the
Exchange if the Fund ceases to comply with the continued listing
requirements, and, pursuant to its obligations under Section 19(g)(1)
of the Act, the Exchange will monitor for compliance with the continued
listing requirements. If the Exchange becomes aware that the Fund is
not in compliance with the applicable listing requirements, the
Exchange will commence delisting procedures under NYSE Arca Rule 5.5-
E(m).
2. Statutory Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \27\ that an exchange have rules that
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of, a free and open market
and, in general, to protect investors and the public interest.
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\27\ 15 U.S.C. 78f(b)(5).
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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 and traded on the Exchange pursuant to NYSE Arca
Rule 8.201-E (Generic). The Fund will comply with the initial and
continued listing criteria in NYSE Arca Rule 8.201-E (Generic) except
that the Fund is actively managed and may hold stablecoins. The
Exchange has in place surveillance procedures that are adequate to
properly monitor trading in the Shares in all trading sessions on the
Exchange and to deter and detect violations of Exchange rules and
applicable federal securities laws. The Exchange or FINRA, on behalf of
the Exchange, or both, will communicate as needed regarding trading in
the Shares with other markets that are members of the ISG, and the
Exchange or FINRA, on behalf of the Exchange, or both, may obtain
trading information regarding trading in the Shares and crypto asset
derivatives from such markets. In addition, the Exchange may obtain
information regarding trading in the Shares and crypto asset
derivatives from markets that are members of ISG or with which the
Exchange has in place a CSSA. Also, pursuant to NYSE Arca Rule 8.201-
E(m) (Generic), the Exchange is able to obtain information regarding
Market Maker accounts for trading in the Shares and the underlying
crypto assets or any crypto asset derivative through ETP Holders acting
as registered Market Makers, in connection with such ETP Holders'
proprietary trades which they effect on any relevant market.
The proposed rule change is also designed to prevent fraudulent and
manipulative acts and practices because the Fund will hold Eligible
Assets, which are crypto assets that meet eligibility criteria
identical to the generic listing standards in NYSE Arca Rule 8.201-
E(d)(1) (Generic) for
[[Page 23140]]
commodities or commodities underlying commodity-based assets held by
trusts issuing Commodity-Based Trust Shares. The Exchange believes
that, for reasons similar to those set forth in the Generic Listing
Standards Approval Order, listing and trading Shares of the Fund would
be consistent with the requirements of the Act because the universe of
Eligible Assets, as of the date of this filing or by the time Shares
begin trading on the Exchange, includes commodities that meet the
eligibility criteria set forth in Rules 8.201-E(d)(1)(ii) and/or (iii)
(Generic), such that the Exchange would be able to obtain information
from DCMs with which the Exchange has a CSSA or from national
securities exchanges that are ISG members relating to crypto assets
held by the Fund, which would assist the Exchange in detecting
potential fraud or manipulation with respect to trading in the Shares.
In addition, although neither stablecoin holdings nor active management
of the Fund are contemplated by Rule 8.201-E (Generic), the Exchange
believes that listing and trading Shares of the Fund would be
consistent with the requirements of the Act. The Fund will only hold
USDC, which meets the definition of a payment stablecoin under Section
2(22) of the GENIUS Act, and intends to use it only as tokenized cash.
The Sponsor's active management of the Fund would provide investors
with exposure to a diversified basket of crypto assets that consists
only of Eligible Assets that, in the Sponsor's determination, meet the
eligibility requirements of Rule 8.201-E (Generic), such that the
Exchange would be able to obtain information that could assist in
surveilling for potential fraud and manipulation in the trading of the
Shares. In addition, as noted above, the Fund will be subject to
additional firewall and trading halt-related requirements based on the
active management of the Fund.
The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that there is a considerable amount of crypto asset price and market
information available on public websites and through professional and
subscription services. Investors may obtain, on a 24-hour basis, crypto
asset pricing information based on the spot price for crypto assets
from various financial information service providers. The closing price
and settlement prices of crypto assets are readily available from the
crypto asset trading platforms and other publicly available websites.
In addition, such prices are published in public sources, or on-
line information services such as Bloomberg and Reuters. The NAV per
Share will be calculated daily and made available to all market
participants at the same time. The Fund will provide website disclosure
of its NAV and NAV per Share daily. In addition, the Fund will make its
crypto asset holdings publicly available on its website before the
commencement of trading in the Shares on each Business Day. One or more
major market data vendors will disseminate for the Fund on a daily
basis information with respect to the most recent NAV per Share and
Shares outstanding. In addition, if the Exchange becomes aware that the
NAV per Share is not disseminated to all market participants at the
same time, it will halt trading in the Shares until such time as the
NAV per Share is available to all market participants. Quotation and
last-sale information regarding the Shares will be disseminated through
the facilities of the CTA. The intraday trust value (``ITV'') will be
widely disseminated on a per Share basis every 15 seconds during the
NYSE Arca Core Trading Session (normally 9:30 a.m. E.T. to 4:00 p.m.
E.T.) by one or more major market data vendors. The Exchange represents
that the Exchange may halt trading during a day in which it becomes
aware of an interruption to the dissemination of the ITV. If the
interruption to the dissemination of the ITV 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, the Fund is responsible for disseminating its portfolio
holdings to all market participants at the same time and must promptly
notify the Exchange of any non-compliance with this requirement. If the
Exchange becomes aware that the Fund's portfolio holdings are not
disseminated to all market participants at the same time, it will halt
trading until such time as the holdings are available to all market
participants.
The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of exchange-traded product that will enhance
competition among market participants, to the benefit of investors and
the marketplace. As noted above, the Exchange has in place surveillance
procedures relating to trading in the Shares on the Exchange and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a CSSA. In addition, as
noted above, investors will have ready access to information regarding
the Fund's NAV per Share, ITV, and quotation and last sale information
for the Shares.
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. The Exchange notes that the
proposed rule change will facilitate the listing and trading of an
additional type of exchange-traded product, which will enhance
competition among market participants, to the benefit of investors and
the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 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#7301061f165e101c1e1e161d0700330016105d141c05"><span class="__cf_email__" data-cfemail="8af8ffe6efa7e9e5e7e7efe4fef9caf9efe9a4ede5fc">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2025-77 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-NYSEARCA-2025-77. 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
[[Page 23141]]
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-
NYSEARCA-2025-77 and should be submitted on or before May 20, 2026.
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\28\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-08274 Filed 4-28-26; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on April 29, 2026.
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.