8948 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

8See Securities Exchange Act Release No. 63825 

(Feb. 2, 2011), 76 FR 10948 (Feb. 28, 2011) (‘‘2011 

SBSEF Proposal’’). 

9See Securities Exchange Act Release Nos. 64678 

(June 15, 2011), 76 FR 36287 (June 22, 2011); and 

64795 (July 1, 2011), 76 FR 39927 (July 7, 2011) 

(collectively, the ‘‘Temporary SBSEF Exemptions’’). 

10See Temporary SBSEF Exemptions, supra note 

9; see also Adopting Release, supra note 5, 88 FR 

at 87228. 

11See Temporary SBSEF Exemptions, supra note 

9. 

12See Proposing Release, supra note 5. 

13See id. at 28874. 

14See Adopting Release, supra note 5, 88 FR at 

87237. 

15 17 CFR 242.818(b). 

facilities. If deemed appropriate, the 

Commission may issue an order granting 

registration subject to conditions. 

And with respect to denying 

registration, Rule 803(b)(6)(ii) states: 

The Commission may issue an order 

denying registration upon a Commission 

determination, in its own discretion, that the 

applicant has not demonstrated compliance 

with the Act and the Commission’s rules 

applicable to security-based swap execution 

facilities. If the Commission denies an 

application, it shall specify the grounds for 

the denial. 

B. Compliance Schedule 

In 2011, the Commission published 

for comment proposed Regulation 

SBSEF relating to, among other things, 

the registration and regulation of 

SBSEFs.8 After issuing the 2011 SBSEF 

Proposal, the Commission granted 

temporary exemptive relief regarding 

registration of any SBS trading venue as 

a SBSEF, national securities exchange, 

and/or broker.9 The Temporary SBSEF 

Exemptions, among other things, 

permitted SBS trading venues that were 

not registered as exchanges or brokers, 

and that could not register as SBSEFs 

(because final rules for such registration 

had not been adopted), to continue to 

trade SBS products.10 According to their 

terms, the Temporary SBSEF 

Exemptions expire upon the earliest 

compliance date for the Commission’s 

final rules regarding SBSEF 

registration.11 In 2022, the Commission 

re-proposed Regulation SE,12 and the 

Temporary SBSEF Exemptions 

remained in force.13

In the Adopting Release, the 

Commission set forth the following 

compliance schedule: (1) the adopted 

rules became effective on February 13, 

2024 (the ‘‘Effective Date’’); (2) the 

Temporary SBSEF Exemptions expired 

on August 12, 2024, which was 180 

days after the Effective Date, for any 

entity that had not filed an application 

to register with the Commission on 

Form SBSEF; (3) for any entity that filed 

a Form SBSEF registration application 

on or before August 12, 2024, and 

whose Form SBSEF registration 

application was complete (having 

responded to requests by the 

Commission’s staff for revisions or 

amendments) on or before October 11, 

2024, which was 240 days after the 

Effective Date, the Temporary SBSEF 

Exemptions expire 30 days after 

Commission action to approve or 

disapprove the Form SBSEF registration 

application.14

III. Discussion 

The SBSEF Applicants each filed a 

Form SBSEF registration application on 

or before August 12, 2024. After initial 

review focused on the completeness of 

each application, the Commission 

determined that each application was 

complete prior to October 11, 2024. 

Having determined each application to 

be complete, the Commission must 

determine whether each application has 

met the requirements of Rule 803 for 

registration as a SBSEF. 

As stated above, pursuant to Rule 803, 

the Commission must issue an order 

granting SBSEF registration upon a 

Commission determination, in its own 

discretion, that the applicant has 

demonstrated compliance with the 

Exchange Act and the Commission’s 

rules applicable to SBSEFs. 

Additionally, Rule 818(b) provides that, 

‘‘[u]nless otherwise determined by the 

Commission, by rule or regulation, a 

security-based swap execution facility 

. . . shall have reasonable discretion in 

establishing the manner in which it 

complies with the core principles 

described in section 3D of the Act.’’ 15

The Exchange Act provisions and 

Commission rules applicable to SBSEFs 

are those set forth in the background 

section above, namely, the statutory 

provisions contained in section 3D of 

the Exchange Act, and the Commission 

rules contained in Regulation SE. 

After review, the Commission has 

determined that each SBSEF Applicant 

has demonstrated compliance with the 

Exchange Act and the Commission rules 

applicable to SBSEFs. Each SBSEF 

Applicant’s Form SBSEF application 

sets forth materials that demonstrate the 

SBSEF Applicant’s compliance with the 

requirements of section 3D of the 

Exchange Act and Regulation SE that 

must be met upon a grant of registration. 

IV. Conclusion 

It is hereby ordered that the Form 

SBSEF application filed by each SBSEF 

Applicant listed below, pursuant to 

section 3D(a)(1) of the Exchange Act and 

Rule 803 thereunder, be, and hereby is, 

approved: 

(1) Bloomberg SEF LLC (File No. 039– 

100022). 

(2) Tradition SEF, LLC (File No. 039– 

100035). 

(3) GFI Swaps Exchange LLC (File No. 

039–100079). 

(4) ICE Swap Trade, LLC (File No. 

039–100038). 

(5) TW SEF LLC (File No. 039– 

100034). 

(6) WEMATCH.LIVE LLC (File No. 

039–100017). 

(7) tpSEF Inc. (File No. 039–100023). 

(8) GLMX Technologies, LLC (File No. 

039–100030). 

By the Commission. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2025–02162 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35463; 812–15673] 

The RBB Fund Trust and Tweedy, 

Browne Company LLC 

January 29, 2025. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (‘‘Act’’) for an exemption from 

section 15(a) of the Act, as well as from 

certain disclosure requirements in rule 

20a–1 under the Act, Item 19(a)(3) of 

Form N–1A, Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A under the Securities 

Exchange Act of 1934, and sections 6– 

07(2)(a), (b), and (c) of Regulation S–X 

(‘‘Disclosure Requirements’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit Applicants to 

enter into and materially amend 

subadvisory agreements with 

subadvisers without shareholder 

approval and would grant relief from 

the Disclosure Requirements as they 

relate to fees paid to the subadvisers. 

APPLICANTS: The RBB Fund Trust and 

Tweedy, Browne Company LLC 

FILING DATES: The application was filed 

on December 16, 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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8949 

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

2 17 CFR 240.19b–4. 

3The Commission approved Nasdaq Rule 5711 in 

Securities Exchange Act Release No. 66648 (March 

23, 2012), 77 FR 19428 (March 30, 2012) (SR– 

NASDAQ–2012–013). 

4See Registration Statement on Form S–1, dated 

October 15, 2024, filed with the Commission by the 

Sponsor on behalf of the Trust. The descriptions of 

the Trust, the Shares, the Index (as defined below), 

and LTC contained herein are based, in part, on 

information in the Registration Statement. The 

Registration Statement in not yet effective and the 

Shares will not trade on the Exchange until such 

time that the Registration Statement is effective. 

5See Securities Exchange Act Release Nos. 78262 

(July 8, 2016), 81 FR 78262 (July 14. 2016) (the 

‘‘Winklevoss Proposal’’). The Winklevoss Proposal 

was subsequently disapproved by the Commission. 

See Securities Exchange Act Release No. 83723 

(July 26, 2018), 83 FR 37579 (August 1, 2018) (the 

‘‘Winklevoss Order’’). Prior orders from the 

Commission have pointed out that in every prior 

approval order for Commodity-Based Trust Shares, 

there has been a derivatives market that represents 

the regulated market of significant size, generally a 

Commodity Futures Trading Commission (the 

‘‘CFTC’’) regulated futures market. Further to this 

point, the Commission’s prior orders have noted 

that the spot commodities and currency markets for 

which it has previously approved spot ETPs are 

generally unregulated and that the Commission 

relied on the underlying futures market as the 

regulated market of significant size that formed the 

basis for approving the series of Currency and 

Commodity-Based Trust Shares, including gold, 

Continued 

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 February 24, 2025, 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. Applicants: 

Veena K. Jain, Esq., Faegre Drinker 

Biddle & Reath LLP, veena.jain@

faegredrinker.com, with a copy to 

Patricia Rogers, Tweedy, Browne 

Company LLC, One Station Place, 

Stamford, Connecticut 06902 

andprogers@tweedy.com. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

Counsel, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated 

December 16, 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/companysearch. You 

may also call the SEC’s Office of 

Investor Education and Advocacy at 

(202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02156 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102303; File No. SR– 

NASDAQ–2025–005] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

List and Trade Shares of the Canary 

Litecoin ETF Under Nasdaq Rule 

5711(d) 

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 

15, 2025, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘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 list and 

trade shares of the Canary Litecoin ETF 

(the ‘‘Trust’’) under Nasdaq Rule 

5711(d) (‘‘Commodity-Based Trust 

Shares’’). The shares of the Trust are 

referred to herein as the ‘‘Shares.’’ 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rulefilings, 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 proposes to list and 

trade the Shares under Nasdaq Rule 

5711(d),3 which governs the listing and 

trading of Commodity-Based Trust 

Shares on the Exchange. Canary Capital 

Group LLC is the sponsor of the Trust 

(the ‘‘Sponsor’’). The Shares will be 

registered with the SEC by means of the 

Trust’s registration statement on Form 

S–1 (the ‘‘Registration Statement’’).4

Any statements or representations 

included in this proposal regarding: (a) 

the description of the reference assets or 

trust holdings; (b) limitations on the 

reference assets or trust holdings; (c) 

dissemination and availability of the 

reference asset or intraday indicative 

value; or (d) the applicability of Nasdaq 

listing rules specified in this proposal 

shall constitute continued listing 

standards for the Shares listed on the 

Exchange. 

The Commission has historically 

approved or disapproved exchange 

filings to list and trade series of Trust 

Issued Receipts, including spot-based 

Commodity-Based Trust Shares, on the 

basis of whether the listing exchange 

has in place a comprehensive 

surveillance sharing agreement with a 

regulated market of significant size 

related to the underlying commodity to 

be held.5 The Commission has also 


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