Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95871 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101128 

(September 20, 2024), 89 FR 78942 (September 26, 

2024) (SR–ISE–2024–03) (Self-Regulatory 

Organizations; Nasdaq ISE, LLC; Notice of Filing of 

Amendment Nos. 4 and 5 and Order Granting 

Accelerated Approval of a Proposed Rule Change, 

as Modified by Amendment Nos. 1, 4, and 5, to 

Permit the Listing and Trading of Options on the 

iShares Bitcoin Trust). 

4See Securities Exchange Act Release No. 99306 

(Jan. 10, 2024), 89 FR 3008 (Jan. 17, 2024) (order 

approving File Nos. SR–NYSEARCA–2021–90; SR– 

NYSEARCA–2023–44; SR–NYSEARCA–2023–58; 

SRNASDAQ–2023–016; SR–NASDAQ–2023–019; 

SR–CboeBZX–2023–028; SR–CboeBZX–2023–038; 

SRCboeBZX–2023–040; SR–CboeBZX–2023–042; 

SR–CboeBZX–2023–044; SR–CboeBZX–2023–072) 

(Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified by Amendments 

Thereto, To List and Trade Bitcoin-Based 

Commodity-Based Trust Shares and Trust Units) for 

a complete description of the Trust. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–28333 Filed 12–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101778; File No. SR– 

MEMX–2024–45] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Exchange Rule 

19.3, Criteria for Underlying Securities, 

To Allow the Exchange To List and 

Trade Options on the iShares Bitcoin 

Trust (‘‘the Trust’’) 

November 27, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

27, 2024, MEMX LLC (‘‘MEMX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as 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 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing with the 

Commission a proposed rule change to 

amend Rule 19.3, Criteria for 

Underlying Securities. The text of the 

proposed rule change is provided in 

Exhibit 5. 

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 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Exchange Rule 19.3 (Criteria for 

Underlying Securities) to allow the 

Exchange to list and trade options on 

the iShares Bitcoin Trust (‘‘the Trust’’), 

designating the Trust as appropriate for 

options trading on the Exchange. This is 

a competitive filing that is based on a 

similar proposal submitted by Nasdaq 

ISE, LLC (‘‘ISE’’) and approved by the 

Securities and Exchange Commission 

(‘‘Commission’’).3

Current Exchange Rule 19.3(i) 

provides that, subject to certain other 

criteria set forth in that Rule, securities 

deemed appropriate for options trading 

include shares or other securities 

(‘‘Fund Shares’’), including but not 

limited to Partnership Units as defined 

in the Rule, that are principally traded 

on a national securities exchange and 

are defined as an ‘‘NMS stock’’ under 

Rule 600 of Regulation NMS and that 

meet specified criteria enumerated in 

the rule. Exchange Rule 19.3(i) provides 

that such shares or other securities: 

(4) represent interests in the SPDR 

Gold Trust or are issued by the iShares 

COMEX Gold Trust or iShares Silver 

Trusts, provided that all conditions 

described under Rule 19.3(i)(1)–(2) are 

met. 

Proposal 

The Exchange proposes to amend 

Exchange Rule 19.3(i) to expand the list 

of securities that are appropriate for 

options trading on the Exchange. 

Description of the Trust 4

The shares are issued by the Trust, a 

Delaware statutory trust. The Trust 

operates pursuant to a trust agreement 

(the ‘‘Trust Agreement’’) between the 

Sponsor, BlackRock Fund Advisors (the 

‘‘Trustee’’) as the trustee of the Trust 

and Wilmington Trust, National 

Association, as Delaware trustee. The 

Trust issues shares representing 

fractional undivided beneficial interests 

in its net assets. The assets of the Trust 

consist only of bitcoin, held by a 

custodian on behalf of the Trust except 

under limited circumstances when 

transferred through the Trust’s prime 

broker temporarily (described below), 

and cash. Coinbase Custody Trust 

Company, LLC (the ‘‘Bitcoin 

Custodian’’) is the custodian for the 

Trust’s bitcoin holdings, and maintains 

a custody account for the Trust 

(‘‘Custody Account’’); Coinbase, Inc. 

(the ‘‘Prime Execution Agent’’), an 

affiliate of the Bitcoin Custodian, is the 

prime broker for the Trust and 

maintains a trading account for the 

Trust (‘‘Trading Account’’); and Bank of 

New York Mellon is the custodian for 

the Trust’s cash holdings (the ‘‘Cash 

Custodian’’ and together with the 

Bitcoin Custodian, the ‘‘Custodians’’) 

and the administrator of the Trust (the 

‘‘Trust Administrator’’). Under the Trust 

Agreement, the Trustee may delegate all 

or a portion of its duties to any agent, 

and has delegated the bulk of the day to 

day responsibilities to the Trust 

Administrator and certain other 

administrative and recordkeeping 

functions to its affiliates and other 

agents. The Trust is not an investment 

company registered under the 

Investment Company Act of 1940, as 

amended. The investment objective of 

the Trust is to reflect generally the 

performance of the price of bitcoin. The 

Trust seeks to reflect such performance 

before payment of the Trust’s expenses 

and liabilities. The shares are intended 

to constitute a simple means of making 

an investment similar to an investment 

in bitcoin through the public securities 

market rather than by acquiring, holding 

and trading bitcoin directly on a peerto-peer or other basis or via a digital 

asset exchange. The shares have been 

designed to remove the obstacles 

represented by the complexities and 

operational burdens involved in a direct 

investment in bitcoin, while at the same 

time having an intrinsic value that 

reflects, at any given time, the 

investment exposure to the bitcoin 

owned by the Trust at such time, less 

the Trust’s expenses and liabilities. 

Although the shares are not the exact 

equivalent of a direct investment in 

bitcoin, they provide investors with an 

alternative method of achieving 

investment exposure to bitcoin through 

the public securities market, which may 

be more familiar to them. 


lotter on DSK11XQN23PROD with NOTICES1
95872 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 

5The Trust issues and redeems Shares only in 

blocks of 40,000 or integral multiples thereof. A 

block of 40,000 Shares is called a ‘‘Basket.’’ These 

transactions take place in exchange for Bitcoin. 6The term ‘‘cold storage’’ refers to a safeguarding 

method by which the private keys corresponding to 

the Trust’s bitcoins are generated and stored in an 

offline manner, subject to layers of procedures 

designed to enhance security. Private keys are 

generated by the Bitcoin Custodian in offline 

computers that are not connected to the internet so 

that they are more resistant to being hacked. 

7See Exchange Rule 19.3(i). 

8See Exchange Rule 19.2, which provides that the 

rights and obligations of holders and writers are set 

forth in the Rules of the Options Clearing 

Corporation (‘‘OCC’’); see also OCC Rules, Chapters 

VIII (which governs exercise and assignment) and 

Chapter IX (which governs the discharge of delivery 

and payment obligations arising out of the exercise 

of physically settled stock option contracts). 

9See Exchange Rule 19.5(b). The monthly 

expirations are subject to certain listing criteria for 

underlying securities described within Exchange 

Rule 19.5 and its Interpretations and Policies. 

Monthly listings expire the third Friday of the 

month. The term ‘‘expiration date’’ (unless 

separately defined elsewhere in the OCC By-Laws), 

when used in respect of an option contract (subject 

to certain exceptions), means the third Friday of the 

expiration month of such option contract, or if such 

Friday is a day on which the exchange on which 

such option is listed is not open for business, the 

preceding day on which such exchange is open for 

business. See OCC By-Laws Article I, Section 1. 

Pursuant to Exchange Rule 19.5(c), additional series 

of options of the same class may be opened for 

trading on the Exchange when the Exchange deems 

it necessary to maintain an orderly market, to meet 

customer demand or when the market price of the 

underlying stock moves more than five strike prices 

from the initial exercise price or prices. Pursuant 

to Exchange Rule 19.5(c), new series of options on 

an individual stock may be added until the 

beginning of the month in which the options 

contract will expire. Due to unusual market 

conditions, the Exchange, in its discretion, may add 

Custody of the Trust’s Bitcoin 

An investment in the shares is backed 

by bitcoin held by the Bitcoin Custodian 

on behalf of the Trust. All of the Trust’s 

bitcoin will be held in the Custody 

Account, other than the Trust’s bitcoin 

which is temporarily maintained in the 

Trading Account under limited 

circumstances, i.e., in connection with 

creation and redemption Basket 5

activity or sales of bitcoin deducted 

from the Trust’s holdings in payment of 

Trust expenses or the Sponsor’s fee (or, 

in extraordinary circumstances, upon 

liquidation of the Trust). The Custody 

Account includes all of the Trust’s 

bitcoin held at the Bitcoin Custodian, 

but does not include the Trust’s bitcoin 

temporarily maintained at the Prime 

Execution Agent in the Trading Account 

from time to time. The Bitcoin 

Custodian will keep all of the private 

keys associated with the Trust’s bitcoin 

held in the Custody Account in ‘‘cold 

storage’’.6 The hardware, software, 

systems, and procedures of the Bitcoin 

Custodian may not be available or costeffective for many investors to access 

directly. 

The Exchange believes that offering 

options on the Trust will benefit 

investors by providing them with an 

additional, relatively lower cost 

investing tool to gain exposure to spot 

Bitcoin as well as a hedging vehicle to 

meet their investment needs in 

connection with Bitcoin products and 

positions. Similar to other commoditybased trusts on which options may be 

listed on the Exchange (e.g., SPDR®

Gold Trust, the iShares COMEX Gold 

Trust, or the iShares Silver Trust),7 the 

Trust essentially offers the same 

objectives and benefits to investors as 

do other commodity-based trusts on 

which options may be listed on the 

Exchange. 

Options on the Trust will trade in the 

same manner as options on other ETFs 

(otherwise referred to as ‘‘Fund Shares’’) 

on the Exchange. Exchange Rules that 

currently apply to the listing and 

trading of all options on ETFs on the 

Exchange, including, for example, Rules 

that govern listing criteria, expirations, 

exercise prices, minimum increments, 

position and exercise limits, margin 

requirements, customer accounts and 

trading halt procedures, will apply to 

the listing and trading of options on the 

Trust on the Exchange. Today, these 

rules apply to options on the various 

commodities-based trusts deemed 

appropriate for options trading on the 

Exchange pursuant to Exchange Rule 

19.3(i). 

The Exchange’s initial listing 

standards for ETFs on which options 

may be listed and traded on the 

Exchange will apply to the Trust. 

Pursuant to Exchange Rule 19.3(a), a 

security (which includes ETFs) on 

which options may be listed and traded 

on the Exchange must be registered 

(with the Commission) and be an NMS 

stock (as defined in Rule 600 of 

Regulation NMS under the Act) and be 

characterized by a substantial number of 

outstanding shares that are widely held 

and actively traded. Exchange Rule 

19.3(i)(1) requires that, in relevant part, 

Funds Shares must either (A) meet the 

criteria and standards set forth in 

Exchange Rule 19.3(a) or Exchange Rule 

19.3(b), or (B) be available for creation 

or redemption each business day in cash 

or in kind from the investment 

company, commodity pool or other 

entity at a price related to net asset 

value, and the investment company, 

commodity pool or other entity is 

obligated to provide that Fund Shares 

may be created even if some or all of the 

securities and/or cash required to be 

deposited have not been received by the 

Fund, the unit investment trust or the 

management investment company, 

provided the authorized creation 

participant has undertaken to deliver 

the securities and/or cash as soon as 

possible and such undertaking is 

secured by the delivery and 

maintenance of collateral consisting of 

cash or cash equivalents satisfactory to 

the Fund, all as described in the Fund’s 

or unit trust’s prospectus. 

Options on the Trust will also be 

subject to the Exchange’s continued 

listing standards set forth in Exchange 

Rule 19.4(g), for Fund Shares deemed 

appropriate for options trading pursuant 

to Exchange Rule 19.3(i). Specifically, 

Exchange Rule 19.4(g) provides that 

Fund Shares that were initially 

approved for options trading pursuant 

to Exchange Rule 19.3(i) will not be 

deemed to meet the requirements for 

continued approval, and the Exchange 

shall not open for trading any additional 

series of option contracts of the class 

covering such Fund Shares, if the Fund 

Shares are delisted from trading 

pursuant to Exchange Rule 19.4(b)(4). In 

addition, options on Fund Shares may 

be subject to the suspension of opening 

transactions in any of the following 

circumstances: (1) in the case of options 

covering Fund Shares approved for 

trading under Exchange Rule 

19.3(i)(4)(A), in accordance with the 

terms of paragraphs (b)(1), (2), and (3) of 

Exchange Rule 19.4; (2) in the case of 

options covering Fund Shares approved 

for trading under Exchange Rule 

19.3(i)(4)(B), following the initial 

twelve-month period beginning upon 

the commencement of trading in the 

Fund Shares on a national securities 

exchange and are defined as an NMS 

stock under Rule 600 of Regulation 

NMS, there were fewer than 50 record 

and/or beneficial holders of such Fund 

Shares for 30 consecutive days; (3) the 

value of the index, non-U.S. currency, 

or portfolio of commodities including 

commodity futures contracts, options on 

commodity futures contracts, swaps, 

forward contracts and/or options on 

physical commodities and/or financial 

instruments and money market 

instruments on which the Fund Shares 

are based is no longer calculated or 

available; or (4) such other event occurs 

or condition exists that in the opinion 

of the Exchange makes further dealing 

in such options on the Exchange 

inadvisable. 

Options on the Trust would be 

physically settled contracts with 

American-style exercise.8 Consistent 

with current Exchange Rule 19.5, which 

governs the opening of options series on 

a specific underlying security (including 

ETFs), the Exchange will open at least 

one expiration month for options on the 

Trust 9 and may also list series of 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95873 

a new series of options on an individual stock until 

the close of trading on the business day prior to 

expiration. 

10See Exchange Rule 19.5, Interpretation and 

Policy .05. 

11See Exchange Rule 19.5, Interpretation and 

Policy .08. 

12See Exchange Rule 19.5, Interpretation and 

Policy .04. 

13See Exchange Rule 19.5, Interpretation and 

Policy .05(e). 

14 Id. 

15See Exchange Rule 19.5, Interpretation and 

Policy .02. 

16See Exchange Rule 19.5, Interpretation and 

Policy .06. 

17See Exchange Rule 19.5, Interpretation and 

Policy .03. 

18See Exchange Rule 21.5. 

19See Regulatory Notice 23–12, available at: 

https://info.memxtrading.com/wp-content/uploads/ 

2023/09/RegNotice-23-12-Options-PositionLimits.pdf, which informed Exchange members of 

the specific position limits applicable to options 

trading on MEMX Options, pursuant to Rule 18.7, 

as those position limits calculated and 

disseminated by the OCC, published daily and 

which can be found at: https://www.theocc.com/ 

market-data/market-data-reports/series-andtrading-data/position-limits. 

20See Securities Exchange Act Release No. 

101128 (September 20, 2024), 89 FR 78942 

(September 26, 2024) (SR–ISE–2024–03) (Order 

Granting Accelerated Approval of a Proposed Rule 

Change, as Modified by Amendment Nos. 1, 4, and 

5, to Permit the Listing and Trading of Options on 

the iShares Bitcoin Trust) (Exhibit 3) (‘‘IBIT 

Approval Order’’) (letter from Angela Dunn, Nasdaq 

ISE, LLC, to Vanessa Countryman, Secretary, 

Commission, dated August 21, 2024) (‘‘ISE Letter’’). 

21The computations are based on OCC data from 

August 6, 2024. Data displaying zero values in 

market capitalization or ADV were removed. 

22The Trust has one asset and therefore is not 

comparable to a broad based ETF where there are 

typically multiple components. 

23See ISE Letter at 10. 

24 ISE acquired this figure as of August 13, 2024. 

See https://www.ishares.com/us/products/333011/ 

isharesbitcoin-trust. The global supply of bitcoin 

grows each day bitcoin are minted. 

25See ISE Letter at 10. 

26See, e.g,. iShares® iBoxx® $ High Yield 

Corporate Bond ETF (‘‘HYG’’) with a market 

capitalization of 13,859,235,000 billion as of 

November 4, 2024. See https://www.ishares.com/ 

us/products/239565/isharesiboxx-high-yieldcorporate-bond-etf. The Exchange notes that HYG 

has a position limit of 500,000 contracts. 

27See ISE Letter at 10. 

28 Id. 

options on the Trust for trading on a 

weekly,10 monthly,11 or quarterly 12

basis. 

Pursuant to Exchange Rule 19.5(d)(4), 

which governs strike prices of series of 

options on ETFs, the interval between 

strike prices of series of options on ETFs 

approved for options trading pursuant 

to Exchange Rule 19.3(i) shall be fixed 

at a price per share which is reasonably 

close to the price per share at which the 

underlying security is traded in the 

primary market at or about the same 

time such series of options is first open 

for trading on the Exchange, or at such 

intervals as may have been established 

on another options exchange prior to the 

initiation of trading on the Exchange. 

With respect to the Short Term Options 

Series or Weekly Program, during the 

month prior to expiration of an option 

class that is selected for the Short Term 

Option Series Program, the strike price 

intervals for the related non-Short Term 

Option (‘‘Related non-Short Term 

Option’’) shall be the same as the strike 

price intervals for the Short Term 

Option.13 Specifically, the Exchange 

may open for trading Short Term Option 

Series at strike price intervals of (i) 

$0.50 or greater where the strike price 

is less than $100, and $1 or greater 

where the strike price is between $100 

and $150 for all option classes that 

participate in the Short Term Options 

Series Program; (ii) $0.50 for option 

classes that trade in one dollar 

increments and are in the Short Term 

Option Series Program; or (iii) $2.50 or 

greater where the strike price is above 

$150.14 Additionally, the Exchange may 

list series of options pursuant to the $1 

Strike Price Interval Program,15 the 

$0.50 Strike Program,16 and the $2.50 

Strike Price Program.17 Pursuant to 

Exchange Rule 21.5, where the price of 

a series of options for the Trust is less 

than $3.00, the minimum increment 

will be $0.05, and where the price is 

$3.00 or higher, the minimum 

increment will be $0.10 18 consistent 

with the minimum increments for 

options on other ETFs listed on the 

Exchange. Any and all new series of 

Trust options that the Exchange lists 

will be consistent and comply with the 

expirations, strike prices, and minimum 

increments set forth in Rules 19.5 and 

21.5, as applicable. 

Pursuant to Exchange Rules 18.7 19

and 18.9, the position and exercise 

limits, respectively, for options on the 

Trust will be 25,000 same side options 

contracts. In considering the appropriate 

position and exercise limits for the 

Trust, the Exchange reviewed the data 

presented by ISE in its filing, 

specifically in Exhibit 3 of the filing,20

where ISE measured the Trust’s market 

capitalization and ADV against other 

industry data as explained further 

below. In its filing, ISE considered the 

Trust’s market capitalization and ADV, 

and prospective position limit in 

relation to other securities. In measuring 

the Trust against other securities, ISE 

aggregated market capitalization and 

volume data for securities that have 

defined position limits utilizing data 

from The Options Clearing Corporations 

(‘‘OCC’’).21 This pool of data took into 

consideration 3,984 options on single 

stock securities, excluding broad based 

ETFs.22 Next, ISE aggregated the data 

based on market capitalization and ADV 

and grouped option symbols by position 

limit utilizing statistical thresholds for 

ADV and market capitalization that 

were one standard deviation above the 

mean for each position limit category 

(i.e., 25,000, 50,000 to 65,000, 75,000, 

100,000 to less than 250,000, 250,000 to 

400,000, 450,000 to 1,000,000, and 

greater than or equal to 1,000,000) 

(sic).23 The OCC publishes a list of 

position limits for various contracts 

listed by other options exchanges, 

which the Exchange utilizes whenever it 

is listing a new product that has already 

been listed by another options 

exchange. For example, like on ISE, a 

25,000 contract limit on the Exchange 

applies to those options having an 

underlying security that does not meet 

the requirements for a higher options 

contract limit. ISE performed an 

exercise to demonstrate the Trust’s 

position limit relative to other options 

symbols in terms of market 

capitalization and ADV. For reference 

the market capitalization for the Trust 

was 19,789,068 billion 24 with an ADV, 

for the preceding three months prior to 

August 7, 2024, of greater than 26 

million shares.25 Today, by comparison, 

other options symbols with similar 

market capitalization and ADV have a 

position limit in excess of 400,000.26

Therefore, the proposed 25,000 same 

side position limit for options on the 

Trust is extremely conservative relative 

to these options symbols which are a 

full standard deviation above the mean 

in comparison. 

Second, ISE reviewed the Trust’s data 

relative to the market capitalization of 

the entire bitcoin market in terms of 

exercise risk and availability of 

deliverables. Utilizing data as of August 

3, 2024, there were 19,737,193 bitcoins 

in circulation.27 ISE took a price of 

$57,000 that equates to a market 

capitalization of greater than 1.125 

trillion U.S. dollars, and applied that to 

a position limit of 400,000 for options 

on the Trust.28 If a position limit of 

400,000 options were considered (the 

position limit that would be typically 

assigned based upon data) the 

exercisable risk would represent only 

6.6% of the outstanding shares of the 

Trust. The 25,000 position limit being 

sought only represents 0.4% of the 

outstanding shares of the Trust. Since 

the Trust has a creation and redemption 

process managed through the issuer, 

additionally it can be compared to the 

position limit sought to the total market 

capitalization of the entire bitcoin 

market. In this case, the exercisable risk 

for options on the Trust would be less 

than 0.01% of the market capitalization 


lotter on DSK11XQN23PROD with NOTICES1
95874 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 

29CME Bitcoin Futures are described in Chapter 

350 of CME’s Rulebook. 

30See the Position Accountability and Reportable 

Level Table in the Interpretations & Special Notices 

Section of Chapter 5 of CME’s Rulebook. 

31See https://finance.yahoo.com/quote/ 

BTC%3DF/history/?guccounter=1&guce_

referrer=aHR0cHM6Ly93d3cu 

Z29vZ2xlLmNvbS8&guce_referrer_

sig=AQAAAM7ngaS6ZQS9c2Wzx7JW2IUe-_-_

1FnLyr8TQw4jjkleHyCENfSMIE

pPPt2hCzPDEryTVyB78NIwxkwFB5FuwjAYiuSmYJHBriWbV6dYn91VQfzQNt3p0I2RkYL. 

32Each bitcoin futures contract is valued at 5 

bitcoins as defined by the CME CF Bitcoin 

Reference Rate (‘‘BRR’’). See CME Rule 35001. 

33See ISE Letter at 11. 

34See https://www.cmegroup.com/education/ 

courses/market-regulation/position-limits/ 

positionlimitsaggregation-of-contracts-andtable.htm. 

35 Id. 

36See https://www.ishares.com/us/products/ 

333011/ishares-bitcoin-trust. 

37This figure was acquired as of August 13, 2024. 

See https://www.ishares.com/us/products/333011/ 

isharesbitcoin-trust. The global supply of bitcoin 

grows each day bitcoin are minted. 

38As of August 13, 2024, GLD had 294,000,000 

shares outstanding and SLV had 510,200,000 shares 

outstanding. See https://www.ssga.com/us/en/

intermediary/etfs/funds/spdr-gold-shares-gld and 

https://www.ishares.com/us/products/239855/ 

ishares-silver-trust-fund. 

39A recent article suggested that the remaining 

supply will take over 100 years to fully mint. See 

Sen. Vivek. ‘‘94% of Bitcoin’s Supply Has Now 

Been Issued.’’ Bitcoin Magazine, https://

bitcoinmagazine.com/business/94-of-bitcoinssupply-has-now-been-issued. August 19, 2024. 

40A supply consideration would likely be 

valuable for an option symbol that had far less 

liquidity than the Trust. 

of all outstanding bitcoin. Assuming a 

scenario where all options on the 

Trust’s shares were exercised given the 

proposed 25,000 per same side position 

limit, this would have a virtually 

unnoticed impact on the entire bitcoin 

market. This analysis demonstrates that 

the proposed 25,000 per same side 

position limit is also extremely 

conservative and more than appropriate 

for options on the Trust. 

Third, ISE reviewed the proposed 

position limit by comparing it to 

position limits for derivative products 

regulated by the Commodity Futures 

Trading Commission (‘‘CFTC’’). While 

the CFTC, through the relevant 

Designated Contract Markets, only 

regulates options positions based upon 

delta equivalents (creating a less 

stringent standard), ISE examined 

equivalent bitcoin futures position 

limits. In particular, ISE looked at the 

CME bitcoin futures contract 29 that has 

a position limit of 2,000 futures.30 On 

August 7, 2024, CME bitcoin futures 

settled at $55,000.31 Taking the position 

limit of 2,000 futures at a $5 

multiplier 32 equates to $550 million of 

notional value for bitcoin futures. By 

way of comparison, on August 7, 2024, 

the Trust settled at $31.19 per share, 

which would equate to 17,633,857 

shares of the Trust 33 if the CME 

notional position limit were utilized. 

Since substantial portions of any 

distributed options portfolio are likely 

to be out of the money on expiration, an 

options position limit equivalent to the 

CME position limit for bitcoin futures 

(considering that all options deltas are 

<=1.00) should be a bit higher than the 

CME implied 176,338 limit. 

Of note, unlike options contracts, 

CME position limits are calculated on a 

net futures equivalent basis by contract 

and include contracts that aggregate into 

one or more base contracts according to 

an aggregation ratio(s).34 Therefore, if a 

portfolio includes positions in options 

on futures, CME would aggregate those 

positions into the underlying futures 

contracts in accordance with a table 

published by CME on a delta equivalent 

value for the relevant spot month, 

subsequent spot month, single month 

and all month position limits.35 If a 

position exceeds position limits because 

of an option assignment, CME permits 

market participants to liquidate the 

excess position within one business day 

without being considered in violation of 

its rules. Additionally, if at the close of 

trading, a position that includes options 

exceeds position limits for futures 

contracts, when evaluated using the 

delta factors as of that day’s close of 

trading, but does not exceed the limits 

when evaluated using the previous 

day’s delta factors, then the position 

shall not constitute a position limit 

violation. Considering CME’s position 

limits on futures for bitcoin, the 

Exchange believes that that the 

proposed 25,000 per same side position 

limit is conservative and more than 

appropriate for options on the Trust. 

In analyzing the proposed position 

limit for options on the Trust, ISE also 

considered the supply of bitcoin. 

Specifically, ISE examined the number 

of market participants with position 

limits that would need to exercise in 

unison to put the underlying asset 

under stress. In the case of options on 

the Trust, the proposed 25,000 same 

side position limit effectively restricts a 

market participant from holding 

positions that could be exercised in 

excess of 2,500,000 shares of the Trust. 

Utilizing data from August 12, 2024, the 

Trust had 611,040,000 shares 

outstanding, therefore 244 market 

participants would have to 

simultaneously exercise position limits 

in order to create a scenario that may 

put the underlying asset (the Trust) 

under stress.36 The Exchange notes that 

historically, from observation only, it 

appears that no more than five market 

participants holding position limits in 

any security have exercised in unison in 

any option. As unlikely an occurrence 

as all market participants exercising 

their position limits in unison would be, 

if it were to occur, it should be noted 

that even such an occurrence would not 

likely put the Trust under stress as 

economic incentives, would induce the 

creation of more shares through the ETF 

creation and redemption process. 

By way of example, given that the 

current global supply of bitcoin, the 

underlying asset of the Trust, is 

19,789,068 37 and that each bitcoin can 

currently be redeemed for 1,755 shares 

of the Trust, another 34,729,814,340 

shares of the Trust could be created. To 

exhaust this supply of the Trust, 13,891 

market participants would have to 

simultaneously exercise their position 

limit. Comparing the Trust to the SPDR 

Gold Shares (‘‘GLD’’) ETF or the iShares 

Silver Trust (‘‘SLV’’) ETF, which have 

position limits of 250,000 or ten times 

the proposed position limit for the Trust 

as well as lower shares outstanding in 

both products,38 it is unjustified to 

mandate a different level of stringency 

with respect to a position limit for 

options on the Trust. 

The supply of bitcoin does have a 

limit, which will take years to fully 

mint.39 The Exchange notes that bitcoin 

is a viable economic alternative to 

traditional assets. The price of goods 

denominated by bitcoin has actually 

declined. This dynamic not only makes 

a fixed supply desirable, but a necessary 

condition of the value added by this 

asset in the broader economy. Further, 

the Exchange notes that corporations 

have a limited number of outstanding 

shares. Corporations may authorize 

additional shares, repurchase shares or 

split their shares. Similarly, ETFs, like 

the Trust, may also create, redeem, or 

split shares to suit the demand of the 

marketplace. 

Importantly, because the supply of 

bitcoin is much larger than the available 

supply of most securities and the 

proposed 25,000 contract position limit 

is so conservative, the Exchange 

believes that evaluating the available 

supply of bitcoin in establishing a 

position limit for options on the Trust 

would demonstrate that the proposed 

limit is safe for investors and the 

market.40 The Trust constitutes less than 

2% of the entire bitcoin supply. When 

comparing the market capitalization of 

bitcoin against the largest securities, 

bitcoin would rank 7th among those 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95875 

41See https://companiesmarketcap.com/usa/ 

largest-companies-in-the-usa-by-market-cap/. 

42The surveillance program includes patterns for 

price and volume movements and post-trade 

surveillance patterns (e.g., spoofing, marking the 

close, pinging). 

43Section 19(g)(1) of the Act, among other things, 

requires every SRO registered as a national 

securities exchange or national securities 

association to comply with the Act, the rules and 

regulations thereunder, and the SRO’s own rules, 

and, absent reasonable justification or excuse, 

enforce compliance by its members and persons 

associated with its members. See 15 U.S.C. 

78q(d)(1) and 17 CFR 240.17d–2. Section 17(d)(1) 

of the Act allows the Commission to relieve an SRO 

of certain responsibilities with respect to members 

of the SRO who are also members of another SRO 

(‘‘common members’’). Specifically, Section 

17(d)(1) allows the Commission to relieve an SRO 

of its responsibilities to: (i) receive regulatory 

reports from such members; (ii) examine such 

members for compliance with the Act and the rules 

and regulations thereunder, and the rules of the 

SRO; or (iii) carry out other specified regulatory 

responsibilities with respect to such members. 

44See Bitcoin ETP Order, 89 FR 3010–11. 

45See Bitcoin ETP Order, 89 FR 3010–11. 

46See Securities Exchange Act Release No. 99295 

(January 8, 2024), 89 FR 2321, 2334–35 (January 12, 

2024) (SR–NASDAQ–2023–016) (Notice of Filing of 

Amendment No. 1 to a Proposed Rule Change To 

List and Trade Shares of the iShares Bitcoin Trust 

Under Nasdaq Rule 5711(d)). 

47 15 U.S.C. 78f(b). 

48 15 U.S.C. 78f(b)(5). 

49 Id. 

securities.41 Further, the Exchange 

believes that its proposal to list options 

on the Trust with a position limit of 

25,000 on the same side is a 

conservative position limit that does not 

lend itself to manipulation in the market 

given the ample market capitalization 

and liquidity in the Trust. If we look to 

the liquidity statistics of similar 

instruments and their concomitant 

position limits, we are able to 

extrapolate a reasonable standard for 

arriving at a position limit for a new 

product. In this case we can look to 

GLD, SLV, and the ProShares Bitcoin 

Strategy ETF (‘‘BITO’’). These products 

have volume statistics and ‘‘float’’ 

statistics, which gauge liquidity, which 

are in line, yet slightly lower than the 

Trust. All three of these reference 

products have position limits of 250,000 

contracts. These reference products are 

remarkably similar in nature to the 

Trust; they are exchange-traded 

products (‘‘ETPs’’) holding one asset in 

a trust. 

The Exchange further notes that 

Exchange Rule 28.3, which governs 

margin requirements applicable to 

trading on the Exchange, including 

options on ETFs, will also apply to the 

trading of the Trust options. The 

Exchange proposes the position and 

exercise limits for the options on the 

Trust to be 25,000 contracts on the same 

side. 

The Exchange represents that the 

same surveillance procedures applicable 

to all other options on other ETFs 

currently listed and traded on the 

Exchange will apply to options on the 

Trust. Also the Exchange represents that 

it has the necessary systems capacity to 

support the new option series. The 

Exchange believes that its existing 

surveillance and reporting safeguards 

are designed to deter and detect possible 

manipulative behavior which might 

potentially arise from listing and trading 

options on ETFs, including the 

proposed Trust options. 

Today, the Exchange has an adequate 

surveillance program in place for 

options. The Exchange intends to apply 

those same program procedures to 

options on the Trust that it applies to 

the Exchange’s other options 

products.42 The Exchange’s staff will 

have access to the surveillance programs 

conducted by its affiliate exchange, 

MEMX Equities, with respect to trading 

in the shares of the underlying Trust 

when conducting surveillances for 

market abuse or manipulation in the 

options on the Trust. Additionally, the 

Exchange is a member of the 

Intermarket Surveillance Group (‘‘ISG’’) 

under the Intermarket Surveillance 

Group Agreement. ISG members work 

together to coordinate surveillance and 

investigative information sharing in the 

stock, options, and futures markets. In 

addition to obtaining surveillance data 

from MEMX Equities, the Exchange will 

be able to obtain information regarding 

trading in the shares of the underlying 

Trust from Nasdaq, LLC and other 

markets through ISG. In addition, the 

Exchange has a Regulatory Services 

Agreement with the Financial Industry 

Regulatory Authority (‘‘FINRA’’). 

Pursuant to a multi-party 17d–2 joint 

plan, all options exchanges allocate 

regulatory responsibilities to FINRA to 

conduct certain options related market 

surveillance that are common to rules of 

all options exchanges.43

The underlying shares of spot bitcoin 

ETPs, including the Trust, are also 

subject to safeguards related to 

addressing market abuse and 

manipulation. As the Commission 

stated in Bitcoin ETP Order: 

Each Exchange has a comprehensive 

surveillance-sharing agreement with the 

CME via their common membership in 

the Intermarket Surveillance Group. 

This facilitates the sharing of 

information that is available to the CME 

through its surveillance of its markets, 

including its surveillance of the CME 

bitcoin futures market.44

The Exchange states that, given the 

consistently high correlation between 

the CME bitcoin futures market and the 

spot bitcoin market, as confirmed by the 

Commission through robust correlation 

analysis, the Commission was able to 

conclude that such surveillance sharing 

agreements could reasonably be 

‘‘expected to assist in surveilling for 

fraudulent and manipulative acts and 

practices in the specific context of the 

[Bitcoin ETPs].’’ 45

In light of surveillance measures 

related to both options and futures as 

well as the underlying Trust,46 the 

Exchange believes that existing 

surveillance procedures are designed to 

deter and detect possible manipulative 

behavior which might potentially arise 

from listing and trading the proposed 

options on the Trust. Further, the 

Exchange represents that it will 

implement any new surveillance 

procedures it deems necessary to 

effectively monitor the trading of 

options on the Trust. 

The Exchange has also analyzed its 

capacity and represents that it believes 

the Exchange and Options Price 

Reporting Authority or ‘‘OPRA’’ have 

the necessary systems capacity to 

handle the additional traffic associated 

with the listing of new series that may 

result from the introduction of options 

on the Trust up to the number of 

expirations currently permissible under 

the Rules. Because the proposal is 

limited to one class, the Exchange 

believes any additional traffic that may 

be generated from the introduction of 

the Trust options will be manageable. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.47 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 48 requirements that the rules of 

an exchange be 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 regulating, clearing, settling, 

processing information with respect to, 

and 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section (6)(b)(5) 49 requirement that 

the rules of an exchange not be designed 


lotter on DSK11XQN23PROD with NOTICES1
95876 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 

50See Securities Exchange Act Release No. 39489 

(December 24, 1997), 63 FR 276 (January 5, 1998) 

(SRCBOE–1997–11). 

51The surveillance program includes patterns for 

price and volume movements and post-trade 

surveillance patterns (e.g., spoofing, marking the 

close, pinging). 

52Section 19(g)(1) of the Act, among other things, 

requires every SRO registered as a national 

securities exchange or national securities 

association to comply with the Act, the rules and 

regulations thereunder, and the SRO’s own rules, 

and, absent reasonable justification or excuse, 

enforce compliance by its members and persons 

associated with its members. See 15 U.S.C. 

78q(d)(1) and 17 CFR 240.17d–2. Section 17(d)(1) 

of the Act allows the Commission to relieve an SRO 

of certain responsibilities with respect to members 

of the SRO who are also members of another SRO 

(‘‘common members’’). Specifically, Section 

17(d)(1) allows the Commission to relieve an SRO 

of its responsibilities to: (i) receive regulatory 

reports from such members; (ii) examine such 

members for compliance with the Act and the rules 

and regulations thereunder, and the rules of the 

SRO; or (iii) carry out other specified regulatory 

responsibilities with respect to such members. 

53See supra note 46. 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In particular, the Exchange believes 

that the proposal to list and trade 

options on the Trust will remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, protect investors because 

offering options on the Trust will 

provide investors with a greater 

opportunity to realize the benefits of 

utilizing options on an ETF based on 

spot bitcoin, including cost efficiencies 

and increased hedging strategies. The 

Exchange believes that offering options 

on a competitively priced ETF based on 

spot bitcoin will benefit investors by 

providing them with an additional, 

relatively lower-cost risk management 

tool, allowing them to manage, more 

easily, their positions and associated 

risks in their portfolios in connection 

with exposure to spot bitcoin. Today, 

the Exchange lists options on other 

commodity ETFs structured as a trust, 

which essentially offer the same 

objectives and benefits to investors, and 

for which the Exchange has not 

identified any issues with the continued 

listing and trading of options on those 

ETFs. 

The Exchange also believes the 

proposal to permit options on the Trust 

will remove impediments to and perfect 

the mechanism of a free and open 

market and a national market system, 

because options on the Trust will 

comply with current Exchange Rules. 

Options on the Trust must satisfy the 

initial listing standards and continued 

listing standards currently in the 

Exchange Rules, applicable to options 

on all ETFs, including options on other 

commodity ETFs already deemed 

appropriate for options trading on the 

Exchange pursuant to Exchange Rule 

19.3(i). Additionally, as demonstrated 

above, the Trust is characterized by a 

substantial number of shares that are 

widely held and actively traded. 

Further, Exchange Rules that currently 

govern the listing and trading of options 

on ETFs, including permissible 

expirations, strike prices, minimum 

increments, position and exercise limits 

(as proposed herein), and margin 

requirements, will govern the listing 

and trading of options on the Trust. The 

proposed position and exercise limits 

for options on the Trust is 25,000 

contracts. These position and exercise 

limits are the lowest position and 

exercise limits available in the options 

industry, are extremely conservative 

and more than appropriate given the 

Trust’s market capitalization, average 

daily volume, and high number of 

outstanding shares. The proposed 

position limit, and exercise limit, is 

consistent with the Act as it addresses 

concerns related to manipulation and 

protection of investors because, as 

demonstrated above, the position limit 

(and exercise limit) is extremely 

conservative and more than appropriate 

given the Trust is actively traded. In 

support of the proposed position and 

exercise limits for options on the Trust 

is 25,000 contracts, the Exchange is 

citing the in depth analysis ISE did in 

its filing. As noted above, in the IBIT 

Approval Order, ISE considered the: (i) 

Trust’s market capitalization and ADV, 

and prospective position limit in 

relation to other securities; (ii) market 

capitalization of the entire bitcoin 

market in terms of exercise risk and 

availability of deliverables; (iii) 

proposed position limit by comparing it 

to position limits for derivative products 

regulated by the CFTC; and (iv) supply 

of bitcoin. Based on the Exchange’s 

review of IBIT Approval Order, the 

Exchange believes that setting position 

and exercise limits for options on the 

Trust of 25,000 contracts is more than 

appropriate for the Trust. The proposed 

position and exercise limits reasonably 

and appropriately balance the liquidity 

provisioning in the market against the 

prevention of manipulation. The 

Exchange believes these proposed limits 

are effectively designed to prevent an 

individual customer or entity from 

establishing options positions that could 

be used to manipulate the market of the 

underlying as well as the Bitcoin 

market.50

The Exchange represents that it has 

the necessary systems capacity to 

support options on the Trust. The 

Exchange believes that its existing 

surveillance and reporting safeguards 

are designed to deter and detect possible 

manipulative behavior which might 

arise from listing and trading options on 

ETFs, including the Trust options. 

Today, the Exchange has an adequate 

surveillance program in place for 

options. The Exchange intends to apply 

those same program procedures to 

options on the Trust that it applies to 

the Exchange’s other options 

products.51 The Exchange’s staff will 

have access to the surveillance programs 

conducted by its affiliate exchange, 

MEMX Equities, with respect to the 

underlying Trust when conducting 

surveillances for market abuse or 

manipulation in the options on the 

Trust. The Exchange will review activity 

in the underlying Trust when 

conducting surveillances for market 

abuse or manipulation in the options on 

the Trust. Additionally, the Exchange is 

a member of the ISG under the 

Intermarket Surveillance Group 

Agreement. ISG members work together 

to coordinate surveillance and 

investigative information sharing in the 

stock, options, and futures markets. In 

addition to obtaining surveillance data 

from MEMX Equities, the Exchange will 

be able to obtain information from 

Nasdaq, LLC and other markets through 

ISG. In addition, the Exchange has a 

Regulatory Services Agreement with 

FINRA. Pursuant to a multi-party 17d– 

2 joint plan, all options exchanges 

allocate regulatory responsibilities to 

FINRA to conduct certain optionsrelated market surveillance that are 

common to rules of all options 

exchanges.52

The underlying shares of spot bitcoin 

ETPs, including the Trust, are also 

subject to safeguards related to 

addressing market abuse and 

manipulation. As the Commission 

stated in Bitcoin ETP Order: 

Each Exchange has a comprehensive 

surveillance-sharing agreement with the 

CME via their common membership in 

the Intermarket Surveillance Group. 

This facilitates the sharing of 

information that is available to the CME 

through its surveillance of its markets, 

including its surveillance of the CME 

bitcoin futures market.53

The Exchange states that, given the 

consistently high correlation between 

the CME bitcoin futures market and the 

spot bitcoin market, as confirmed by the 

Commission through robust correlation 

analysis, the Commission was able to 

conclude that such surveillance sharing 

agreements could reasonably be 

‘‘expected to assist in surveilling for 

fraudulent and manipulative acts and 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 95877 

54See Bitcoin ETP Order, 89 FR 3010–11. 55See Securities Exchange Act Release No. 99295 

(January 8, 2024), 89 FR 2321, 2334–35 (January 12, 

2024) (SR–NASDAQ–2023–016) (Notice of Filing of 

Amendment No. 1 to a Proposed Rule Change To 

List and Trade Shares of the iShares Bitcoin Trust 

Under Nasdaq Rule 5711(d)). 56See Securities Exchange Act Release No. 57897 

(May 30, 2008), 73 FR 32061 (June 5, 2008) (SR– 

Amex2008–15; SR–CBOE–2005–11; SR–ISE–2008– 

12; SR–NYSEArca–2008–52; and SRPhlx–2008–17) 

(Order Granting Approval of a Proposed Rule 

Change, as Modified, and Notice of Filing and 

Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified, Relating to Listing and 

Trading Options on the SPDR Gold Trust). 

57See Securities Exchange Act Release No. 59055 

(December 4, 2008), 73 FR 75148 (December 10, 

2008) (SR–Amex–2008–68; SR–BSE–2008–51; SR– 

CBOE–2008–72; SR–ISE–2008–58; SRNYSEArca– 

2008–66; and SR–Phlx–2008–58) (Notice of Filing 

and Order Granting Accelerated Approval of 

Proposed Rule Changes Relating to the Listing and 

Trading Options on Shares of the iShares COMEX 

Gold Trust and the iShares Silver Trust). 

58 Id. 

59See Securities Exchange Act Release No. 61483 

(February 3, 2010), 75 FR 6753 (February 10, 2010) 

(SRCBOE–2010–007; SR–ISE–2009–106; SR– 

NYSEAmex–2009–86; and SR–NYSEArca–2009– 

110) (Order Granting Approval of Proposed Rule 

Changes and Notice of Filing and Order Granting 

Accelerated Approval of a Proposed Rule Change 

Relating to Listing and Trading Options on the 

ETFS Gold Trust and the ETFS Silver Trust). 

60 Id. 

61See supra note 5. 

62 15 U.S.C. 78s(b)(3)(A). 

63 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Commission 

waives this requirement. 

64 17 CFR 240.19b–4(f)(6)(iii). 

65See supra note 3. 

66For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

practices in the specific context of the 

[Bitcoin ETPs].’’ 54

In light of surveillance measures 

related to both options and futures as 

well as the underlying Trust,55 the 

Exchange believes that existing 

surveillance procedures are designed to 

deter and detect possible manipulative 

behavior which might potentially arise 

from listing and trading the proposed 

options on the Trust. Further, the 

Exchange represents that it will 

implement any new surveillance 

procedures it deems necessary to 

effectively monitor the trading of 

options on the Trust. 

Finally, the Commission has 

previously approved the listing and 

trading of options on other commodity 

ETFs structured as a trust, such as 

SPDR® Gold Trust,56 the iShares 

COMEX Gold Trust 57 the iShares Silver 

Trust,58 the ETFS Gold Trust,59 and the 

ETFS Silver Trust.60

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. In this regard 

and as indicated above, the Exchange 

notes that the rule change is being 

proposed as a competitive response to 

filings submitted by ISE.61

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intramarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act 

as options on the Trust will be subject 

to initial listing standards and 

continued listing standards the same as 

other options on ETFs listed on the 

Exchange. Further, options on the Trust 

will be subject to Exchange Rules that 

currently govern the listing and trading 

of options on ETFs, including 

permissible expirations, strike prices, 

minimum increments, position and 

exercise limits (including as proposed 

herein), and margin requirements. 

Options on the Trust will be equally 

available to all market participants who 

wish to trade such options. Also, and as 

stated above, the Exchange already lists 

options on other commodity ETFs 

structured as a trust. 

The Exchange does not believe that 

the proposal to list to list and trade 

options on the Trust will impose any 

burden on intermarket competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

To the extent that permitting options on 

the Trust to trade on the Exchange may 

make the Exchange a more attractive 

marketplace to market participants, 

such market participants are free to elect 

to become market participants on the 

Exchange. Additionally, other options 

exchanges are free to amend their listing 

rules, as applicable, to permit them to 

list and trade options on the Trust. The 

Exchange believes that the proposed 

rule change may relieve any burden on, 

or otherwise promote, competition as it 

is designed to increase competition for 

order flow on the Exchange in a manner 

that is beneficial to investors by 

providing them with a lower-cost option 

to hedge their investment portfolios. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily direct 

order flow to competing venues that 

offer similar products. Ultimately, the 

Exchange believes that offering options 

on the Trust for trading on the Exchange 

will promote competition by providing 

investors with an additional, relatively 

low-cost means to hedge their portfolios 

and meet their investment needs in 

connection with spot bitcoin prices and 

bitcoin related products and positions. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 62 and Rule 19b– 

4(f)(6) thereunder.63

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act normally does not become operative 

for 30 days after the date of its filing. 

However, Rule 19b–4(f)(6)(iii) 64 permits 

the Commission to designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission previously 

approved the listing of options on the 

Trust.65 The Exchange has provided 

information regarding the underlying 

Trust, including, among other things, 

information regarding trading volume, 

the number of beneficial holders, and 

the market capitalization of the Trust. 

The proposal also establishes position 

and exercise limits for options on the 

Trust and provides information 

regarding the surveillance procedures 

that will apply to options on the Trust. 

The Commission believes that waiver of 

the operative delay could benefit 

investors by providing an additional 

venue for trading options on the Trust. 

Therefore, the Commission believes that 

waiver of the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.66

At any time within 60 days of the 

filing of such proposed rule change, the 


lotter on DSK11XQN23PROD with NOTICES1
95878 Federal Register / Vol. 89, No. 232 / Tuesday, December 3, 2024 / Notices 

67 17 CFR 200.30–3(a)(12), (59). 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

MEMX–2024–45 on the subject line. 

Paper Comments 

• 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–MEMX–2024–45. 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 (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–MEMX–2024–45 and should be 

submitted on or before December 24, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.67

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–28345 Filed 12–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35402; File No. 812–15574] 

Antares Private Credit Fund and 

Antares Capital Credit Advisers LLC 

November 27, 2024. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c), 18(i) and section 

61(a) of the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end investment 

companies that have elected to be 

regulated as business development 

companies to issue multiple classes of 

shares with varying sales loads and 

asset-based distribution and/or service 

fees. 

APPLICANTS: Antares Private Credit 

Fund and Antares Capital Credit 

Advisers LLC. 

FILING DATES: The application was filed 

on May 15, 2024, and amended on 

November 15, 2024. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. 

Hearing requests should be received 

by the Commission by 5:30 p.m. on 

December 23, 2024, and should be 

accompanied by proof of service on the 

Applicants, in the form of an affidavit 

or, for lawyers, a certificate of service. 

Pursuant to rule 0–5 under the Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by emailing the 

Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. The 

Applicants: Michael B. Levitt, Antares 

Capital LP, mike.levitt@antares.com; 

William J. Bielefeld, Esq., Dechert LLP, 

william.bielefeld@dechert.com; Nadeea 

Zakaria, Esq., Dechert LLP, 

nadeea.zakaria@dechert.com. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

or Lisa Reid Ragen, Branch Chief, at 

(202) 551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and condition, please refer to 

Applicants’ first amended and restated 

application, dated November 15, 2024, 

which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field, on the 

SEC’s EDGAR system. The SEC’s 

EDGAR system may be searched at 

https://www.sec.gov/edgar/searchedgar/ 

legacy/companysearch.html. You may 

also call the SEC’s Public Reference 

Room at (202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Stephanie J. Fouse, 

Assistant Secretary. 

[FR Doc. 2024–28334 Filed 12–2–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101754; File No. SR–OCC– 

2024–011] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Order 

Granting Approval of Proposed Rule 

Change, as Modified by Partial 

Amendment No. 1, by The Options 

Clearing Corporation Concerning Its 

Stock Loan Programs 

November 26, 2024. 

I. Introduction 

On August 22, 2024, the Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change SR–OCC–2024– 

011 pursuant to Section 19(b) of the 

Securities Exchange Act of 1934 


lotter on DSK11XQN23PROD with NOTICES1