97148 Federal Register / Vol. 89, No. 235 / Friday, December 6, 2024 / Notices 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 34–101074 

(September 5, 2024), 89 FR 77920 (September 24, 

2024) (SR–GEMX–2024–34). 

4Half cabinets are not available to new 

subscribers. See General 8, Section 1(a). 

5Supra note 3. 

6Because of the addition of the Ultra High 

Density Cabinet option in NY11–4, the Super High 

Density Cabinet in NY11–4 will have power density 

greater than 15 kW and less than or equal to 17.3 

kW. 

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 LCH 

SA and on LCH SA’s website at: https:// 

www.lch.com/resources/rulebooks/ 

proposed-rule-changes. 

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–LCH SA–2024–005 

and should be submitted on or before 

December 27, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–28547 Filed 12–5–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101784; File No. SR– 

GEMX–2024–41] 

Self-Regulatory Organizations; Nasdaq 

GEMX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Establish Fees for Its 

Expanded Co-Location Services 

December 2, 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 

18, 2024, Nasdaq GEMX, LLC (‘‘GEMX’’ 

or ‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to a proposal 

to establish fees for its expanded colocation services, as described further 

below. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/gemx/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

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 filed a proposal to 

expand its co-location services by 

offering new cabinet, power, and power 

distribution unit options in the 

Exchange’s expanded data center.3 As 

described in that filing, the Exchange’s 

current data center (‘‘NY11’’) in 

Carteret, NJ is undergoing an expansion 

(‘‘NY11–4’’) in response to demand for 

power and cabinets. The purpose of this 

proposed rule change is to establish fees 

for the expanded co-location services. 

Specifically, the Exchange proposes to 

establish (i) a monthly fee for Ultra High 

Density Cabinets, (ii) an installation fee 

for cabinets in NY11–4, (iii) fees for 

power installation in NY11–4, and (iv) 

fees for power distribution unit options 

in NY11–4. 

Ultra High Density Cabinet 

Currently, co-location customers have 

the option of obtaining cabinets of 

various sizes and power densities. Colocation customers may obtain a Half 

Cabinet,4 a Low Density Cabinet with 

power density less than or equal to 2.88 

kilowatts (‘‘kW’’), a Medium Density 

Cabinet with power density greater than 

2.88 kW and less than or equal to 5 kW, 

a Medium-High Density Cabinet with 

power density greater than 5 kW and 

less than or equal to 7 kW, a High 

Density Cabinet with power density 

greater than 7 kW and less than 10 kW, 

and a Super High Density Cabinet with 

power density greater than 10 kW and 

less than or equal to 17.3 kW. 

The Exchange filed a proposal to 

introduce a new cabinet choice in 

NY11–4, an ‘‘Ultra High Density 

Cabinet,’’ with power density greater 

than 10 kW and less than or equal to 15 

kW.5 The Ultra High Density Cabinet 

option will only be offered in NY11–4 

because of the power configuration 

necessary for such cabinets, which is 

not possible or available in other 

portions of the data center due to 

different power distribution.6 In 

addition to the Ultra High Density 

Cabinet, the Exchange will offer the 

other, existing cabinet options in NY11– 

4, with the exception of the Low Density 

Cabinet and Half Cabinet due to a lack 

of demand for such cabinets. The 

ongoing monthly fees for the Super High 

Density Cabinet, High Density Cabinet, 

Medium-High Density Cabinet, and 

Medium Density Cabinet are the same in 

NY11 and NY11–4 and the Exchange is 

not proposing to modify such fees. 

The Exchange proposes to establish 

an ongoing monthly fee of $7,230 for the 

Ultra High Density Cabinets. To 

effectuate this change, the Exchange 

proposes to add the $7,230 ongoing 

monthly fee for Ultra High Density 

Cabinets to its fee schedule in General 

8, Section 1(a). The Exchange notes that 

the proposed fee amount falls between 

the $4,748 ongoing monthly fee charged 

for High Density Cabinets and the 

$8,440 ongoing monthly fee charged for 

Super High Density Cabinets. 

Furthermore, the proposed fee is 

consistent with the existing ongoing 

monthly cabinet fees on a per kW basis. 

The existing monthly cabinet fees range 

from approximately $475 per kW to 

$916 per kW, while the proposed 

ongoing monthly cabinet fee for the 

Ultra High Density Cabinet ranges from 

approximately $482 per kW (at the high 

end of the power density range for Ultra 

High Density Cabinets) to $723 per kW 

(at the low end of the power density 

range for Ultra High Density Cabinets). 

Lastly, Nasdaq notes that the proposed 

fee for the Ultra High Density Cabinet 

accounts for the cost of the cabinet and 

is actually lower than the cost to Nasdaq 

of procuring it from its vendor, Wise 

Components. 

Installation Fee for Cabinets in NY11–4 

The Exchange proposes to establish a 

cabinet installation fee of $5,940 for all 

cabinets in NY11–4. To effectuate this 


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Federal Register / Vol. 89, No. 235 / Friday, December 6, 2024 / Notices 97149 

7The existing data halls utilize cold aisle 

containment to manage temperatures. Hot aisle 

containment is a more effective way to manage heat 

in the data center. 8 In contrast, to the extent customers provide their 

own cabinets in NY11, there is an additional outof-pocket cost for such cabinets. 9For example, NYSE charges an initial $5,000 fee 

for dedicated cabinets. See https://www.nyse.com/ 

publicdocs/Wireless_Connectivity_Fees_and_

Charges.pdf. 

10Benefits include future proofing the data hall 

to allow for increasing power density in the future, 

requiring less whips to deliver the same amount of 

amperage, less circuits need to be installed to reach 

the same power supply, and safety improvements. 

11PDUs are devices fitted with multiple outputs 

designed to distribute electric power. The 

standardized PDUs would only be offered for 

NY11–4. 

12Phase 1 PDUs are compatible with the 

following power options: Phase 1 20 amp 240 volt, 

Phase 1 32 amp 240 volt, and Phase 1 40 amp 240 

volt. Phase 3 PDUs are compatible with the 

following power options: Phase 3 20 amp 415 volt 

and Phase 3 32 amp 415 volt. Phase 1 and Phase 

3 are available in NY11 and NY11–4. Phase 3 PDUs 

provide greater power density than Phase 1 PDUs 

by delivering power over three wires as opposed to 

one wire. 

13This functionality may be available with 

customer-provided PDUs as well and depends on 

the PDU provided by the customer. 

14 15 U.S.C. 78f(b). 

15 15 U.S.C. 78f(b)(4) and (5). 

change, the Exchange proposes to add 

the proposed $5,940 installation fee to 

its fee schedule in General 8, Section 

1(a) for Super High Density Cabinets, 

Ultra High Density Cabinets, High 

Density Cabinets, Medium-High Density 

Cabinets, and Medium Density Cabinets 

in NY11–4. In the existing data halls, 

customers may bring their own cabinets 

or use Exchange-provided cabinets. In 

NY11–4, because of the cooling system 

(hot aisle containment),7 all cabinets 

must be uniform and therefore, the 

Exchange will provide all cabinets, the 

cost of which is included in the $5,940 

installation fee.8 The cabinets in NY11– 

4 include certain features not included 

in cabinets provided by the Exchange in 

the existing data halls. Specifically, the 

cabinets in NY11–4 include uniform, 

wider cabinets (32′′ W x 48′′ D x 91′′ H), 

cable management, and a rear split door 

and combo lock. In addition, the 

proposed installation fee of $5,940 is 

comparable to fees charged for similar 

products.9 It largely reflects a passthrough to customers of costs charged 

by Nasdaq’s vendor, Equinix, for 

installation as well as a small mark-up 

to cover Nasdaq’s administrative costs, 

which is comparable to its mark-up on 

existing installations. 

Installation Fee for Cabinet Power in 

NY11–4 

The cabinet power options for NY11– 

4 include: Phase 1 20 amp 240 volt, 

Phase 1 32 amp 240 volt, Phase 1 40 

amp 240 volt, Phase 3 20 amp 415 volt, 

and Phase 3 32 amp 415 volt. These 

cabinet power options are specific to 

NY11–4 and one of these options must 

be selected for cabinets in NY11–4. The 

Exchange proposes to establish an 

installation fee of $3,600 for Phase 1 

cabinet power options in NY11–4 and 

an installation fee of $4,560 for Phase 3 

cabinet power options in NY11–4. To 

effectuate this change, the Exchange 

proposes to add the proposed fees to its 

fee schedule in General 8, Section 1(c). 

The Exchange also proposes not to 

charge an ongoing monthly fee for the 

cabinet power options in NY11–4 and 

update the fee schedule accordingly. For 

NY11–4, the data center operator is 

bringing in these higher voltage power 

options and is likely to experience 

increased power distribution 

efficiencies across the data center. The 

proposed power installation fees are 

higher in NY11–4 as compared to the 

existing data halls as the installation of 

the higher voltage power options costs 

more to the Exchange and is considered 

a premium product due to anticipated 

operational efficiencies.10 Moreover, the 

higher fee largely reflects a pass-through 

to customers of the costs charged by 

Nasdaq’s vendor, Equinix, for 

installation, as well as a small mark-up 

to cover Nasdaq’s administrative costs. 

As between the Phase 1 and Phase 3 

power options, the Phase 3 options 

provide a more efficient power source. 

Fees for Power Distribution Unit 

Options 

The Exchange will offer power 

distribution units (‘‘PDUs’’) 11 in NY11– 

4 as a convenience to customers. Rather 

than sourcing PDUs on a customer-bycustomer basis, as the Exchange does for 

customers in NY11, the Exchange will 

offer Phase 1 and Phase 3 12 power 

distribution units in NY11–4. The 

Exchange proposes to establish a fee of 

$4,100 for a Phase 1 PDU and $5,260 for 

a Phase 3 PDU. This service is optional 

and customers may choose to provide 

their own PDUs appropriate for their 

power installation choices. The 

Exchange notes that, as part of such 

proposed fees, the Exchange would 

provide a primary and redundant PDU. 

As such, the proposed PDU fees covers 

a pair of PDUs. In addition, customers 

utilizing a Phase 1 or Phase 3 PDU 

provided by the Exchange have the 

ability to upgrade or downgrade 

between amperage levels without 

replacing the PDU, by a simple upgrade 

of the facility cord and a receptacle 

update.13 A PDU replacement is 

required when switching between 

phases/voltage. 

The Exchange will also offer a switch 

monitored PDU add on in NY11–4, 

which would allow customers to 

connect remotely to their PDU and 

control the power sockets. With the 

switch monitored PDU option, 

customers would be able to power cycle 

or shut off power remotely. The 

Exchange proposes to establish a $2,000 

fee for the switch monitored PDU 

option. This option is optional as well 

and customers may choose to provide 

their own switch monitored PDU, if 

desired. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,14 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,15 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes that the 

proposal to establish a monthly fee for 

Ultra High Density Cabinets, an 

installation fee for cabinets in NY11–4, 

installation fees for power installation 

in NY11–4, and fees for power 

distribution unit options in NY11–4 is 

reasonable. First, the Exchange’s 

proposal to establish a $7,230 ongoing 

monthly fee for Ultra High Density 

Cabinets in NY11–4 is reasonable 

because it is comparable to the 

Exchange’s current ongoing monthly 

fees for cabinets. The proposed fee 

amount falls between the $4,748 

ongoing monthly fee charged for High 

Density Cabinets and the $8,440 

ongoing monthly fee charged for Super 

High Density Cabinets. Furthermore, the 

proposed fee is consistent with the 

existing ongoing monthly cabinet fees 

on a per kW basis. The existing monthly 

cabinet fees range from approximately 

$475 per kW to $916 per kW, while the 

proposed ongoing monthly cabinet fee 

for the Ultra High Density Cabinet 

ranges from approximately $482 per kW 

(at the high end of the power density 

range for Ultra High Density Cabinets) to 

$723 per kW (at the low end of the 

power density range for Ultra High 

Density Cabinets). Lastly, Nasdaq notes 

that the proposed fee for the Ultra High 

Density Cabinet accounts for the cost of 

the cabinet and is actually lower than 

the cost to Nasdaq of procuring it from 

its vendor, Wise Components. Second, 

the Exchange believes that the proposed 

cabinet installation fee of $5,940 is 

reasonable as compared to the 

installation fees in NY11 (of $3,693– 


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97150 Federal Register / Vol. 89, No. 235 / Friday, December 6, 2024 / Notices 

16Supra note 10. 

17There are currently 17 exchanges offering 

options trading services. No single options 

exchange trades more than 15% of the options 

market by volume and only one of the 17 options 

exchanges has a market share over 10 percent. See 

Nasdaq, Options Market Statistics (Last updated 

July 3, 2024), available at https://

www.nasdaqtrader.com/Trader.aspx?id=

OptionsVolumeSummary. This broad dispersion of 

market share demonstrates that market participants 

can and do exercise choice in trading venues. 

Further, low barriers to entry mean that new 

exchanges may rapidly enter the market and offer 

additional substitute platforms to further compete 

with the Exchange and the products it offers. 18 15 U.S.C. 78s(b)(3)(A)(ii). 

$4,748) because the proposed 

installation fee includes the cabinet 

itself, which includes certain enhanced 

features in NY11–4, including uniform, 

wider cabinets (32′′ W x 48′′ D x 91′′ H), 

cable management, and a rear split door 

and combo lock. In contrast, in NY11, 

customers may choose to provide their 

own cabinets, incurring an additional 

cost. Furthermore, the proposed 

installation fee is comparable to the rate 

charged by NYSE for a similar product, 

as described above. Lastly, the 

installation fee largely reflects a passthrough to customers of costs charged 

by Nasdaq’s vendor, Equinix, for 

installation as well as a small mark-up 

to cover Nasdaq’s administrative costs, 

which is comparable to its mark-up on 

existing installations. Third, the 

Exchange believes that the power 

installation fees of $3,600 for Phase 1 

power options and $4,560 for Phase 3 

power options in NY11–4 are 

reasonable. As compared to power 

installation fees in NY11, the proposed 

rates for NY11–4 are higher because the 

Exchange will incur increased costs for 

installation of the higher voltage power 

options. In addition, the higher voltage 

power options will provide operational 

efficiencies for the data hall, as 

discussed above,16 warranting a higher 

fee. Moreover, the higher fee largely 

reflects a pass-through to customers of 

the costs charged by Nasdaq’s vendor, 

Equinix, for installation, as well as a 

small mark-up to cover Nasdaq’s 

administrative costs. Finally, the 

Exchange believes that the proposed 

fees for PDUs and the PDU add on are 

reasonable because such fees are 

consistent with market rates. 

Furthermore, the Exchange is providing 

the PDU options as a convenience to 

customers. No customer is required to 

purchase any PDU options from the 

Exchange. Customers may choose to 

provide their own PDUs and PDU add 

ons. 

The Exchange believes substitutable 

products and services are available to 

market participants, including, among 

other things, other options exchanges 

that a market participant may connect to 

in lieu of the Exchange,17 connectivity 

to the Exchange via a third-party reseller 

of connectivity, and/or trading of 

options products within markets which 

do not require connectivity to the 

Exchange, such as the Over-the-Counter 

(OTC) markets. Market participants that 

wish to connect to the Exchange will 

continue to choose the method of 

connectivity based on their specific 

needs. Market participants that wish to 

connect to the Exchange but want to 

avoid or mitigate the effect of these 

proposed fees can choose to connect to 

the Exchange through a vendor. 

In summary, the proposal represents 

an equitable allocation of reasonable 

dues, fees and other charges because 

customers have choices in how they 

connect to the Exchange, the proposed 

monthly fee for Ultra High Density 

Cabinets is comparable to current fees 

charged by the Exchange for other 

cabinets, the Exchange will provide 

uniform cabinets in NY11–4 with 

special features, the proposed cabinet 

installation fee is consistent with that of 

comparable products offered by other 

providers, the Exchange will incur 

increased costs for new power 

installation in NY11–4, higher voltage 

power options will provide operational 

efficiencies for the data hall, and PDU 

options are provided as a convenience 

to customers and customers may choose 

to provide their own PDUs. 

The Exchange believes that the 

proposed fee changes are not unfairly 

discriminatory because the cabinet, 

power, and PDU fees for NY11–4 are 

available to and assessed uniformly 

across all market participants. In 

addition, all customers have the choice 

of whether and how to connect to the 

Exchange. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Nothing in the proposal burdens 

inter-market competition because 

approval of the proposal does not 

impose any burden on the ability of 

other exchanges to compete. The 

Exchange operates in a highly 

competitive market in which market 

participants can determine whether or 

not to connect to the Exchange based on 

the value received compared to the cost 

of doing so. Indeed, market participants 

have numerous alternative exchanges 

that they may participate on and direct 

their order flow, as well as off-exchange 

venues, where competitive products are 

available for trading. 

Nothing in the proposal burdens 

intra-market competition because the 

Ultra High Density Cabinets, cabinet 

power options, and PDU optionality in 

NY11–4 are available to any customer 

under the same fees as any other 

customer, and any customer that wishes 

to order cabinets, power and PDUs in 

NY11–4 can do so on a nondiscriminatory basis. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.18 At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is: (i) 

necessary or appropriate in the public 

interest; (ii) for the protection of 

investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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 

• 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– 

GEMX–2024–41 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–GEMX–2024–41. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 


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Federal Register / Vol. 89, No. 235 / Friday, December 6, 2024 / Notices 97151 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange adopted Nasdaq Rule 5750 in 

Securities Exchange Act Release No. 89110 (June 

22, 2020), 85 FR 38461 (June 26, 2020) (SR– 

NASDAQ–2020–032). 

4The SEC previously approved Stance Equity 

ESG Large Cap Core ETF, which was the 

predecessor of the Fund before it was reorganized 

and renamed as Hennessy Stance ESG Large Cap 

ETF. The Fund subsequently filed to amend its 

investment strategy and change its name to 

Hennessy Stance ESG ETF. See Securities Exchange 

Act Release Nos. 91266 (March 5, 2021), 86 FR 

13930 (March 11, 2021) (SR–NYSEArca–2020–104) 

(Order Approving a Proposed Rule Change, as 

Modified by Amendment No. 2, to List and Trade 

Shares of the Stance Equity ESG Large Cap Core 

ETF under NYSE Arca Rule 8.601–E) (‘‘2020 

Filing’’); 34–94961 (May 23, 2022), 87 FR 32215 

(May 27, 2022) (Notice of filing and Immediate 

Effectiveness of Proposed Rule Change to facilitate 

the use of custom baskets by certain series of Active 

Proxy Portfolio Shares) (‘‘Custom Basket Filing’’); 

96559 (December 21, 2022), 87 FR 79919 (December 

28, 2022) (SR–NYSEARCA–2022–84) (Notice of 

Filing and Immediate Effectiveness of Proposed 

Rule Change to Amend Certain Representations, 

including renaming the Fund from Stance Equity 

ESG Large Cap Core ETF to Hennessy Stance ESG 

Large Cap ETF) (‘‘2022 Filing’’); and 97378 (April 

25, 2023), 88 FR 26636 (May 1, 2023) (SR– 

NYSEARCA–2023–34) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

To Amend Certain Representations Relating to the 

Hennessy Stance ESG Large Cap ETF) (‘‘2023 

Filing’’) (2020 Filing, as amended by Custom Basket 

Filing, 2022 Filing and 2023 Filing, will be referred 

to hereinafter as ‘‘Fund Filing’’). 

5The term ‘‘Proxy Portfolio Share’’ means a 

security that: (A) represents an interest in an 

investment company registered under the 

Investment Company Act of 1940 (‘‘Investment 

Company’’) organized as an open-end management 

investment company, that invests in a portfolio of 

securities selected by the Investment Company’s 

investment adviser consistent with the Investment 

Company’s investment objectives and policies; (B) 

is issued in a specified aggregate minimum number 

in return for a deposit of a specified Proxy Basket 

or Custom Basket, as applicable, and/or a cash 

amount with a value equal to the next determined 

net asset value; (C) when aggregated in the same 

specified minimum number, may be redeemed at a 

holder’s request, which holder will be paid 

specified Proxy Basket or Custom Basket, as 

applicable, and/or a cash amount with a value equal 

to the next determined net asset value; and (D) the 

portfolio holdings for which are disclosed within at 

least 60 days following the end of every fiscal 

quarter. See Nasdaq Rule 5750(c)(1). 

6The term ‘‘Fund Portfolio’’ means the identities 

and quantities of the securities and other assets 

held by the Investment Company that will form the 

basis for the Investment Company’s calculation of 

Continued 

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–GEMX–2024–41 and should be 

submitted on or before December 27, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–28541 Filed 12–5–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101783; File No. SR– 

NASDAQ–2024–075] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To List and 

Trade Shares of the Hennessy Stance 

ESG ETF Under Nasdaq Rule 5750 

(Proxy Portfolio Shares) 

December 2, 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 

25, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ 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 proposes to The 

Exchange proposes to list and trade 

shares of the Hennessy Stance ESG ETF 

(the ‘‘Fund’’) under Nasdaq Rule 5750 

(‘‘Proxy Portfolio Shares’’). Currently, 

the shares of the Fund are listed and 

traded on NYSE Arca, Inc. (‘‘Arca’’). The 

shares of the Fund are referred to herein 

as the ‘‘Shares.’’ 

The text of the proposed rule change 

is set forth below. 

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 list and 

trade Shares of the Fund under Nasdaq 

Rule 5750.3 Currently, the Shares of the 

Fund are listed and traded on Arca 

under Arca Rule 8.601–E (Active Proxy 

Portfolio Shares).4 The Shares of the 

Fund are issued by Hennessy Funds 

Trust (the ‘‘Issuer’’), a statutory trust 

organized under the laws of the State of 

Delaware and registered with the 

Commission as an open-end 

management investment company. The 

Fund’s investment adviser is Hennessy 

Advisors, Inc. (the ‘‘Adviser’’). Stance 

Capital, LLC and Vident Advisory, LLC 

are the sub-advisers (the ‘‘SubAdvisers’’) for the Fund. 

All descriptions, representations, and 

information provided with respect to 

the Fund and the operation of the Fund 

in the Fund Filing remain unchanged 

with the exception of the Nasdaq listing 

rules that would apply as discussed 

herein. 

Nasdaq Rule 5750(b) provides that if 

the investment adviser to the 

investment company issuing Proxy 

Portfolio Shares 5 is registered as a 

broker-dealer or is affiliated with a 

broker-dealer, such investment adviser 

will erect and maintain a ‘‘fire wall’’ 

between the investment adviser and 

personnel of the broker-dealer or brokerdealer affiliate, as applicable, with 

respect to access to information 

concerning the composition of and/or 

changes to the Fund Portfolio,6 the 


lotter on DSK11XQN23PROD with NOTICES1