Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8961 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101218 

(Sept. 30, 2024), 89 FR 80970 (Oct. 4, 2024) (SR– 

NASDAQ–2024–028) (‘‘Amendment No. 1’’). 

4 15 U.S.C. 78(b)(3)(A). 

5 17 CFR 240.19b–4(f)(6). 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange 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 Exchange has 

satisfied this requirement. 

8 17 CFR 240.19b–4(f)(6). 

9 17 CFR 240.19b–4(f)(6)(iii). 

10For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

11Copies 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02155 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102309; File No. SR– 

NASDAQ–2025–006] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Update 

Certain Representations Relating to 

Service Providers and Basket Size of 

the Hashdex Nasdaq Crypto Index US 

ETF 

January 29, 2025. 

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 January 

16, 2025, The Nasdaq Stock Market LLC 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Item I below, 

which Item has been substantially 

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 update 

certain representations regarding service 

providers and basket size made in the 

proposed rule change previously filed 

with and approved by the Commission 

relating to the Hashdex Nasdaq Crypto 

Index US ETF (‘‘Trust’’) under Nasdaq 

Rule 5711(d).3

The proposed rule change, including 

the Exchange’s statement of the purpose 

of, and statutory basis for, the proposed 

rule change, is available on the 

Exchange’s website at https://

listingcenter.nasdaq.com/rulebook/ 

nasdaq/rulefilings and on the 

Commission’s website at https://

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-NASDAQ-2025-006. 

II. Date of Effectiveness of the Proposed 

Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A) of the Act 4 and Rule 19b– 

4(f)(6) 5 thereunder. 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; or (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 6 and Rule 19b– 

4(f)(6) 7 thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 8 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),9 the Commission 

may designate a shorter time if such 

action is consistent with protection of 

investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

the proposed rule change may become 

operative immediately upon filing. The 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest because it will allow the 

Exchange to immediately reflect 

changes to the Trust’s service providers 

that are consistent with the Trust’s 

registration statement and to increase 

the Trust’s basket size, and does not 

introduce any novel regulatory issues. 

All other representations made in 

Amendment No. 1 remain unchanged 

and will continue to constitute 

continued listing requirements for the 

Trust, and the Exchange states that the 

Trust will continue to comply with the 

terms of Amendment No. 1 and the 

requirements in Nasdaq Rule 5711(d). 

Accordingly, the Commission 

designates the proposed rule change to 

be operative upon filing.10

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 necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

III. 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.11

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NASDAQ2025-006) or by sending an email to 

rule-comments@sec.gov. Please include 

file number SR–NASDAQ–2025–006 on 

the subject line. Alternatively, paper 

comments may be sent to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to file number SR–NASDAQ– 

2025–006. 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/rulesregulations/self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NASDAQ2025-006). 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–NASDAQ–2025–006 and should be 


lotter on DSK11XQN23PROD with NOTICES1
8962 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

12 17 CFR 200.30–3(a)(12) and (59). 

1 17 CFR 240.15c2–12(b). 

2The term ‘‘Participating Underwriter’’ means 

any broker, dealer, or municipal securities dealer 

that acts as an underwriter in connection with an 

‘‘Offering,’’ i.e., a primary offering of municipal 

securities with an aggregate principal amount of 

$1,000,000 or more. 17 CFR 240.15c2–12(a) 

(defining ‘‘Participating Underwriter’’ and 

‘‘Offering’’). 

3 17 CFR 240.15c2–12(b)(1). 

4 17 CFR 240.15c2–12(b)(2). 

5 17 CFR 240.15c2–12(b)(3). 

6 17 CFR 240.15c2–12(b)(4). 

7 17 CFR 240.15c2–12(b)(5)(i). 

8 17 CFR 240.15c2–12(b)(5)(i)(A)–(B). 

9 17 CFR 240.15c2–12(b)(5)(i)(C). 

10 17 CFR 240.15c2–12(b)(5)(i)(D). 11See generally Municipal Securities Disclosure, 

Exchange Act Release No. 26985 (June 28, 1989), 54 

FR 28799 (July 10, 1989); Municipal Securities 

Disclosure, Exchange Act Release No. 34961 

(November 10, 1994), 59 FR 59590 (November 17, 

1994); Amendment to Municipal Securities 

Disclosure, Exchange Act Release No. 59062 

(December 5, 2008), 73 FR 76104 (December 15, 

2008); Amendments to Municipal Securities 

Disclosure, Exchange Act Release No. 62184A (May 

26, 2010), 75 FR 33100 (June 10, 2010); 

Amendments to Municipal Securities Disclosure, 

Exchange Act Release No. 83885 (August 20, 2018), 

83 FR 44700 (August 31, 2018). 

12 17 CFR 240.15c2–12(a). 

13 17 CFR 240.15c2–12(d)(1). 

14See Proposed Collection; Comment Request; 

Extension: Municipal Securities Disclosure 

(Exchange Act Rule 15c2–12), 89 FR 88843 

(November 8, 2024). 

15Letters from Richard Li (‘‘Li Letter’’), January 6, 

2025 (personally identifiable information redacted 

by Commission staff); Emily S. Brock, Director, 

Federal Liaison Center, Government Finance 

Officers Association (‘‘GFOA Letter’’), January 7, 

2025; M. Jason Akers, President, National 

Association of Bond Lawyers (‘‘NABL Letter’’), 

January 7, 2025; Leslie M. Norwood, Managing 

Director and Associate General Counsel, and Gerald 

O’Hara, Vice President and Assistant General 

Counsel, Securities Industry and Financial Markets 

Association (‘‘SIFMA Letter’’), January 7, 2025. In 

addition, Commission staff discussed the 60-day 

notice, among other things, during a video 

conference with representatives of Digital 

Assurance Certification, LLC (‘‘DAC Bond’’). See 

Memorandum from the Office of Municipal 

Securities regarding a November 12, 2024 meeting 

with representatives of DAC Bond. 

16See PRA Supporting Statement for Rule 15c2– 

12, Section 8, available at https://www.reginfo.gov/ 

public/do/PRAViewICR?ref_nbr=202410-3235-009. 

17See id. 

18Commission staff does not commit to take any 

course of action following further study of these 

comments. 

submitted on or before February 25, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02151 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–330, OMB Control No. 

3235–0372] 

Submission for OMB Review; 

Comment Request; Extension: 

Municipal Securities Disclosure 

(Exchange Act Rule 15c2–12) 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 15c2–12—Municipal Securities 

Disclosure (17 CFR 240.15c2–12) under 

the Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.) (‘‘Exchange Act’’). 

In connection with offerings of 

municipal securities, paragraph (b) of 

Rule 15c2–12 1 requires Participating 

Underwriters: 2 (1) to obtain and review 

an official statement ‘‘deemed final’’ by 

an issuer of the securities, except for the 

omission of specified information, prior 

to making a bid, purchase, offer, or sale 

of municipal securities; 3 (2) in noncompetitively bid offerings, to send, 

upon request, a copy of the most recent 

preliminary official statement (if one 

exists) to potential customers; 4 (3) to 

contract with the issuer to receive, 

within a specified time, sufficient 

copies of the final official statement to 

comply with Rule 15c2–12’s delivery 

requirement and the rules of the 

Municipal Securities Rulemaking Board 

(‘‘MSRB’’); 5 (4) to send, upon request, a 

copy of the final official statement to 

potential customers for a specified 

period of time; 6 and (5) before 

purchasing or selling municipal 

securities in connection with an 

offering, to reasonably determine that 

the issuer or the obligated person has 

undertaken, in a written agreement or 

contract, for the benefit of holders of 

such municipal securities, to provide 

certain information on a continuing 

basis to the MSRB in an electronic 

format as prescribed by the MSRB.7 The 

information to be provided consists of: 

(1) certain annual financial and 

operating information and audited 

financial statements (‘‘annual filings’’); 8

(2) notices of the occurrence of any of 

certain specific events (‘‘event 

notices’’); 9 and (3) notices of the failure 

of an issuer or obligated person to make 

a submission required by a continuing 

disclosure agreement (‘‘failure to file 

notices’’).10 Annual filings, event 

notices, and failure to file notices may 

be collectively referred to as 

‘‘continuing disclosure documents.’’ 

Rule 15c2–12 is intended to enhance 

disclosure, and thereby reduce fraud, in 

the municipal securities market by 

establishing standards for obtaining, 

reviewing, and disseminating 

information about municipal securities 

by their underwriters.11

Municipal offerings of less than $1 

million are exempt from the rule,12 as 

are offerings of municipal securities 

issued in large denominations that (i) 

are sold to no more than 35 

sophisticated investors (‘‘limited 

offering exemption’’), or (ii) have shortterm maturities.13

The required Federal Register notice 

with a 60-day comment period soliciting 

comments on this collection of 

information was published.14 The 

Commission received four comment 

letters in response to this comment 

solicitation.15 Although Commission 

staff appreciates the information 

received from these four commenters, it 

is the view of staff that the estimates 

contained in the Federal Register notice 

remain valid and the staff has not made 

any changes to the Commission’s 

burden estimates based on these 

comments. As discussed more fully in 

the Supporting Statement,16 it is the 

view of Commission staff that the 

comments received either: (i) addressed 

the information collection burden 

generally but did not provide any 

quantified alternative estimate or 

specific supporting data related to the 

burden; (ii) included recommendations 

that were previously considered and 

addressed by the Commission during 

rulemaking for the 2018 Amendments, 

and the commenter provided no 

rationale as to why the Commission 

should change the conclusions it had 

previously reached; or (iii) included 

suggested changes to the Rule itself that 

would need to be effected pursuant to 

a Commission rulemaking and are 

therefore beyond the scope of the PRA 

analysis. 

Nonetheless, as discussed more fully 

in the Supporting Statement,17

Commission staff has determined to take 

under advisement many of the 

comments received and will further 

study whether they should be applied in 

future PRA analyses and/or merit 

potential guidance or rulemaking 

activities related to Rule 15c2–12.18

Among other things, staff will take 

under advisement comments suggesting 

that the Commission should: (i) more 

effectively survey market participants to 

obtain PRA burden estimates; (ii) 


lotter on DSK11XQN23PROD with NOTICES1