Notice2026-08368
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To Amend Rule 8.201-E (Generic) To Modify the Generic Listing Standards for Commodity-Based Trust Shares
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Published
April 30, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 83 (Thursday, April 30, 2026)</title>
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[Federal Register Volume 91, Number 83 (Thursday, April 30, 2026)]
[Notices]
[Pages 23327-23330]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-08368]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105311; File No. SR-NYSEARCA-2026-42]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To Amend Rule 8.201-E (Generic) To Modify the
Generic Listing Standards for Commodity-Based Trust Shares
April 27, 2026.
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 April 22, 2026, NYSE Arca, Inc. (``NYSE Arca'' 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 have been prepared by the Exchange. 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 to amend Rule 8.201-E (Generic) to modify the
generic listing standards for Commodity-Based Trust Shares. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a> and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the 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 to amend the generic listing standards for
Commodity-Based Trust Shares, as set forth in Rule 8.201-E
(Generic).\4\ Specifically, the Exchange proposes to (1) amend Rule
8.201-E(d) (Generic) to require that at least 85% of the net asset
value (``NAV'') of the Commodity-Based Trust Shares holdings consist of
assets that are already allowed under the generic listing standards,
and (2) amend the definition of ``commodity,'' as set forth in Rule
8.201-E(c)(2) (Generic), to clarify the scope of commodities covered
under the generic listing standards.\5\
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\4\ See Securities Exchange Act Release No. 103995 (September
17, 2025), 90 FR 45414 (September 22, 2025) (SR-NASDAQ-2025-056; SR-
CboeBZX-2025-104; SR-NYSEARCA-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).
\5\ The Exchange notes that this proposal is substantially the
same as a proposed rule change submitted by The Nasdaq Stock Market
LLC. See SR-NASDAQ-2026-032, available at <a href="https://listingcenter.nasdaq.com/assets/rulebook/nasdaq/filings/SR-NASDAQ-2026-032.pdf">https://listingcenter.nasdaq.com/assets/rulebook/nasdaq/filings/SR-NASDAQ-2026-032.pdf</a>.
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Background
Currently, the generic listing standards in Rule 8.201-E(c)(1)(iii)
(Generic) contemplate that Commodity-Based Trust Shares may hold one or
more commodities or commodity-based assets, and, in addition to such
commodities or commodity-based assets, may hold securities, cash, and
cash equivalents.\6\ Rule 8.201-E(d) (Generic) sets forth specific
eligibility requirements that the commodity, commodity-based asset, and
security holdings of Commodity-Based Trust Shares must meet on an
initial and, with the exception of subparagraph (d)(1)(iii) as
described below, continuing basis. Specifically, each commodity or
commodity that underlies a commodity-based asset held by a trust
issuing Commodity-Based Trust Shares must meet at least one of the
following criteria:
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\6\ See Rules 8.201-E(c)(2) (defining commodity); 8.201-E(c)(3)
(defining commodity-based asset); 8.201-E(c)(4) (defining cash
equivalent).
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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 (Rule 8.201-E(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; provided that the
Exchange has a comprehensive surveillance sharing agreement, whether
directly or through common membership in ISG, with such designated
contract market (Rule 8.201-E(d)(1)(ii) (Generic)); or
<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 (Rule
8.201-E(d)(1)(iii) (Generic)).
The current generic listing standards therefore require that all
commodity or commodity-based asset holdings of Commodity-Based Trust
Shares must meet one or more of the above eligibility criteria. These
criteria are generally
[[Page 23328]]
designed to ensure that the Exchange can obtain information regarding
trading in the commodities or commodities underlying commodity-based
assets held by a trust issuing Commodity-Based Trust Shares, which
would assist in monitoring trading in such shares on the Exchange and
in deterring and detecting violations of Exchange rules and applicable
federal securities laws, thereby making trading in the Commodity-Based
Trust Shares less readily susceptible to fraud and manipulation.
In addition, Rule 8.201-E(d)(2) (Generic) sets forth the
eligibility requirements for a trust's security holdings. Specifically,
if the trust holds any securities, each such security would need to
meet the criteria of Rule 8.600-E (Managed Fund Shares), Commentary
.01(a) and (b), or, if the security is a listed option, trade on an ISG
market. In other words, the generic listing standards require that the
security holdings of Commodity-Based Trust Shares be either an equity
security or fixed income security, as defined in Rule 8.600-E,
Commentary .01(a) and (b), respectively, and meet the listing standards
thereunder, or a listed option that trades on an ISG market. The
Commission previously found the generic listing standards for Managed
Fund Shares to be consistent with the Act, including the requirements
relating to the component equity and fixed income securities underlying
Managed Fund Shares.\7\ In addition, with respect to listed options,
ISG membership would help facilitate the availability of information
necessary to detect and deter potential manipulation and other trading
abuses, thereby making trading in the Commodity-Based Trust Shares less
readily susceptible to manipulation.
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\7\ See Securities Exchange Act Release Nos. 78397 (July 22,
2016), 81 FR 49320 (July 27, 2016) (SR-NYSEARCA-2015-110) (approving
NYSE Arca's generic listing standards for Managed Fund Shares);
78396 (July 22, 2016), 81 FR 49698 (July 28, 2016) (SR-BATS2015-100)
(approving BZX's generic listing standards for Managed Fund Shares);
78918 (September 23, 2016), 81 FR 67033 (September 29, 2016) (SR-
NASDAQ-2016-104) (approving Nasdaq's generic listing standards for
Managed Fund Shares).
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Proposed Rule Change
The Exchange proposes to amend Rule 8.201-E(d) (Generic) to require
that at least 85% of the NAV of the holdings of Commodity-Based Trust
Shares be comprised of assets that are already allowed under the
generic listing standards. Specifically, as proposed, Rule 8.201-E(d)
(Generic) would provide that at least 85% of the NAV of the holdings of
Commodity-Based Trust Shares listed under Rule 8.201-E (Generic) would
consist of (i) commodities, commodity-based assets, and securities that
meet the eligibility criteria set forth in subparagraphs (d)(1) and
(d)(2) of the Rule and/or (ii) cash and cash equivalents. Rule 8.201-
E(d) (Generic) would further specify that, for purposes of calculating
the 85% limitation, holdings in listed and over-the-counter (``OTC'')
derivatives will be calculated as the aggregate gross notional value of
the derivatives.\8\
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\8\ The Exchange similarly calculates percentage limitations on
listed and OTC derivatives in its Managed Fund Shares rule based on
the aggregate gross notional value of the listed and OTC
derivatives. See Rule 8.600-E, Commentary .01(d)(1) and (e).
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As proposed, the remaining holdings of a trust issuing Commodity-
Based Trust Shares may consist of other assets like commodities,
commodity-based assets, or securities that do not independently satisfy
the eligibility criteria in Rules 8.201-E(d)(1) or (d)(2) (Generic),
provided that such holdings do not exceed 15% of the NAV of the trust's
holdings and the trust otherwise complies with all applicable
requirements of the generic listing standards. The sponsor of the
Commodity-Based Trust Shares must monitor compliance with this 85%
threshold daily and must promptly notify the Exchange if the Commodity-
Based Trust Shares breach this requirement.\9\
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\9\ The Exchange notes that, generally speaking, an issuer of
securities listed under Rule 8-E must provide the Exchange with
prompt notification after the issuer becomes aware of any non-
compliance by the issuer with the applicable continued listing
requirements. See Rule 5.2-E(b). In addition, Rule 8.201-E(k)
(Generic) requires 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-E
(Generic).
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The following examples illustrate the application of the 85/15
proposal:
<bullet> A trust issuing Commodity-Based Trust Shares holds $95
million in market value of bitcoin, ether, Solana, and XRP, each of
which currently qualify as eligible commodities under Rules 8.201-
E(d)(1)(ii) and (iii) (Generic) (i.e., each commodity underlies a
futures contract that has been trading on an ISG market for at least 6
months and, for each commodity, there is an ETF that provides at least
40% economic exposure to the commodity). The trust also holds $5
million in market value in several digital asset commodities that do
not currently qualify as eligible commodities under the generic listing
standards, for total holdings of $100 million. Because at least 95% of
the trust's NAV ($95 million/$100 million = 95%) meets the eligibility
criteria under Rules 8.201-E(d)(1)(ii) and (iii) (Generic), the
Commodity-Based Trust Shares exceed the 85% threshold and would satisfy
the generic listing standards, as proposed.
<bullet> A trust issuing Commodity-Based Trust Shares holds gold
and gold futures contracts. The trust's assets currently qualify as an
eligible commodity or commodity-based asset under Rule 8.201-
E(d)(1)(ii) (Generic) because gold underlies futures contracts that
have been trading on an ISG market for at least six months. The gold
held by the trust has a market value of $80 million, and the trust
holds gold futures contracts with a gross notional value of $40
million,\10\ for total holdings of $120 million. Because 100% of the
trust's NAV meets the eligibility criteria under Rule 8.201-E(d)(1)(ii)
(Generic), the Commodity-Based Trust Shares exceed the 85% threshold
and would satisfy the generic listing standards, as proposed.
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\10\ Assume the trust holds 100 gold futures contracts, the gold
futures contract trading unit size is 100 troy ounces, and an ounce
of gold is currently worth $4,000 (100 contracts * 100 troy ounces *
$4,000 = $40 million).
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<bullet> A trust issuing Commodity-Based Trust Shares holds bitcoin
and OTC call options on a bitcoin ETF. Bitcoin currently qualifies as
an eligible commodity under Rules 8.201-E(d)(1)(ii) and (iii) (Generic)
(i.e., bitcoin underlies a futures contract that has been trading on an
ISG market for at least 6 months, and there is an ETF that provides at
least 40% economic exposure to bitcoin). The OTC call options on a
bitcoin ETF do not meet the generic listing standards because these
options are traded OTC rather than on an ISG market. The bitcoin held
by the trust has a market value of $100 million, and the trust's OTC
call options on a bitcoin ETF have a gross notional value of $40
million,\11\ for total holdings of $140 million. Because only the
bitcoin holdings of $100 million, representing approximately 71% of the
trust's NAV ($100 million/$140 million = 71.42%) meet the eligibility
criteria under Rules 8.201-E(d)(1)(ii) and (iii) (Generic), the
Commodity-Based Trust Shares do not meet the required 85% threshold and
would not satisfy the generic listing standards, as proposed.
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\11\ Assume the trust holds 5,000 OTC call options, with each
option contract representing 100 shares, on a bitcoin ETF with a
market price of $80 per share (5,000 option contracts * 100 option
contract multiplier * $80 share price = $40 million).
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The Exchange notes that the proposed 85% threshold for Commodity-
Based Trust Shares holdings is consistent with thresholds recently
approved by the Commission for similar commodity-
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based ETPs.\12\ Specifically, the Commission approved the listing and
trading of commodity-based ETPs holding a diversified portfolio of
underlying commodities that tracked transparent, rules-based indices.
There, the Commission found that the requirement that the trusts hold
at least 85% of their investments in assets approved by the Commission
to underlie an ETP as primary investments would enable adequate
surveillance of the shares on the Exchange and found that the
Exchange's rules were designed to prevent fraud and manipulation.\13\
Although the ETPs in the Grayscale Order and Bitwise Order were listed
under Rule 8.500-E for Trust Units, the Exchange believes that the
policy rationale underlying the 85% threshold applies equally to
Commodity-Based Trust Shares listed under Rule 8.201-E (Generic). Here,
the Exchange proposes to require that at least 85% of the NAV of a
trust's holdings be composed of assets that already meet the
eligibility criteria under the generic listing standards (i.e.,
commodities, commodity-based assets, and securities that meet the
eligibility criteria in Rule 8.201-E(d) (Generic), as well as cash and
cash equivalents). These eligibility criteria are designed to assist
the Exchange in monitoring trading in such shares on the Exchange,
thereby mitigating risks related to fraud and manipulation. The
Exchange therefore believes that its proposal similarly strikes an
appropriate balance between ensuring that the primary exposure of the
ETP is to assets meeting established eligibility standards approved by
the Commission and allowing limited exposure to additional assets that
enhance diversification and flexibility without undermining market
integrity or investor protection.
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\12\ See, e.g., Securities Exchange Act Release Nos. 103996
(September 17, 2025), 90 FR 45440 (September 22, 2025) (SR-NYSEARCA-
2024-87) (Order Setting Aside Action by Delegated Authority and
Approving a Proposed Rule Change, as Modified by Amendment No. 1, to
Amend NYSE Arca Rule 8.500-E (Trust Units) and to List and Trade
Shares of the Grayscale Digital Large Cap Fund LLC under Amended
NYSE Arca Rule 8.500-E (Trust Units)) (the ``Grayscale Order'');
104212 (November 18, 2025), 90 FR 52724 (November 21, 2025) (SR-
NYSEARCA-2024-98) (Order Setting Aside Action by Delegated Authority
and Approving a Proposed Rule Change, as Modified by Amendment No.
1, to Amend NYSE Arca Rule 8.500-E (Trust Units) and to List and
Trade Shares of the Bitwise 10 Crypto Index ETF under Amended NYSE
Arca Rule 8.500-E (Trust Units)) (the ``Bitwise Order'').
\13\ See id.
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The Exchange also proposes to amend the definition of ``commodity''
in Rule 8.201-E(c)(2) (Generic) by excluding non-fungible assets and
collectibles from its scope. This proposed change is intended to
exclude those assets from the definition of eligible commodities under
the generic listing standards but would not preclude the Exchange from
submitting a separate rule change proposing the listing and trading of
Commodity-Based Trust Shares that include such assets if it determines
to do so. The Exchange notes that generic listing standards are
generally intended to apply to products that were known and
contemplated at the time of adoption; they are not intended to apply to
novel products or materially distinct structures that were not
considered when the standards were adopted. With respect to the generic
listing standards for Commodity-Based Trust Shares, the commodities
that were known and contemplated at the time of adoption included
precious metals and digital asset commodities, but not non-fungible
assets or collectibles. Accordingly, the Exchange believes it is
appropriate to exclude such assets from the definition of ``commodity''
for purposes of the generic listing standards.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\14\ in general, and furthers the objectives of Section
6(b)(5),\15\ 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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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change is designed to
perfect the mechanism of a free an open market and a national market
system and, in general, to protect investors and the public interest
because it would facilitate the listing and trading of additional
Commodity-Based Trust Shares, which would enhance competition among
market participants, to the benefit of investors and the marketplace.
As noted above, the Exchange proposes to require that at least 85% of
the NAV of a trust's holdings be composed of assets that already meet
the eligibility criteria under the generic listing standards (i.e.,
commodities, commodity-based assets, and securities that meet the
eligibility criteria in Rule 8.201-E(d) (Generic), as well as cash and
cash equivalents). By requiring that the primary exposure of
generically listed Commodity-Based Trust Shares be in assets that meet
the established eligibility criteria under Rule 8.201-E (Generic), the
Exchange believes that the proposed rule change would provide for
flexibility in product innovation while maintaining robust investor
protections. As discussed above, the current eligibility criteria are
generally designed to ensure that the Exchange can obtain information
regarding trading in the assets held by a trust issuing Commodity-Based
Trust Shares to assist in monitoring the trading in such shares on the
Exchange and in deterring and detecting violations of Exchange rules
and applicable federal securities laws, thereby making Commodity-Based
Trust Shares less readily susceptible to fraud and manipulation.
The Exchange also believes that the proposed change to exclude non-
fungible assets and collectibles from the definition of ``commodity''
would perfect the mechanism of a free an open market and a national
market system and, in general, protect investors and the public
interest. As noted above, these assets were not contemplated for
inclusion in the universe of eligible commodities at the time the
generic listing standards were adopted, and, in general, generic
listing standards are not intended to cover novel products that were
not considered when such standards were adopted. Accordingly, while the
Exchange proposes to exclude such assets from the definition of
``commodity'' set forth in Rule 8.201-E(c)(2) (Generic), this proposed
change is not intended to preclude the Exchange from submitting a
separate proposed rule change to list and trade Commodity-Based Trust
Shares that include such assets if it determines to do so.
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 additional types of Commodity-Based Trust Shares pursuant to
generic listing standards, provided that the applicable requirements
are satisfied. The proposed rule change is designed to encourage
product innovation and efficient listing processes, which would enhance
competition among issuers and
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listing venues, to the benefit of investors and the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
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 Exchange consents, the Commission will:
A. by order approve or disapprove such proposed rule change, or
B. institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change 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#f88a8d949dd59b9795959d968c8bb88b9d9bd69f978e"><span class="__cf_email__" data-cfemail="c2b0b7aea7efa1adafafa7acb6b182b1a7a1eca5adb4">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2026-42 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-2026-42. 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-NYSEARCA-2026-42 and should be submitted
on or before May 21, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2026-08368 Filed 4-29-26; 8:45 am]
BILLING CODE 8011-01-P
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