9452 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Commodity-Based Trust Shares are securities 

issued by a trust that represent investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. 

5The Shares are expected to be listed under the 

ticker symbol ‘‘LTCN.’’ 

6On July 12, 2021, the Trust filed its registration 

statement on Form 10 under the Securities Act (File 

No. 000–56310) (the ‘‘Registration Statement on 

Form 10’’). On September 3, 2021, the Trust filed 

Amendment No. 1 to the Registration Statement on 

Form 10. On September 22, 2021, the Trust filed 

Amendment No. 2 to the Registration Statement on 

Form 10. On November 4, 2021, the Trust filed 

Amendment No. 3 to the Registration Statement on 

Form 10. On February 4, 2022, the Trust filed 

Amendment No. 4 to the Registration Statement on 

Form 10. On September 10, 2021, the Registration 

Statement on Form 10 was automatically deemed 

effective. On September 1, 2022, September 1, 2023, 

and September 6, 2024, the Trust filed its annual 

reports on Form 10–K under the Securities Act (File 

No. 000–56310) (the ‘‘Annual Reports’’). On 

November 5, 2021, February 10, 2022, May 6, 2022, 

November 4, 2022, February 8, 2023, May 5, 2023, 

November 3, 2023, February 7, 2024, May 3, 2024, 

and November 1, 2024, the Trust filed its quarterly 

reports on Form 10–Q under the Securities Act (File 

No. 000–56310) (the ‘‘Quarterly Reports’’). The 

descriptions of the Trust, the Shares, and LTC 

contained herein are based, in part, on the Annual 

Report, Quarterly Reports and Registration 

Statement. On January 3, 2025, the Trust submitted 

to the Commission an amended Form D as a 

business trust. Shares of the Trust have been quoted 

on OTC Market’s OTCQX Marketplace under the 

symbol ‘‘LTCN’’ since August 18, 2020. On July 24, 

2020 and September 23, 2020, the Trust published 

annual reports for LTCN for the periods ended 

December 31, 2019 and December 31, 2020, 

respectively. On July 24, 2020, November 6, 2020, 

February 12, 2021, and May 7, 2021, the Trust 

published quarterly reports for LTCN for the 

periods ended March 31, 2020, September 30, 2020, 

December 31, 2020, and March 31, 2021, 

respectively. Reports can be found on OTC Market’s 

website (https://www.otcmarkets.com/stock/LTCN/ 

disclosure). The Shares will be of the same class 

and will have the same rights as shares of LTCN. 

According to the Sponsors, freely tradeable shares 

of LTCN will remain freely tradeable Shares on the 

date of the listing of the Shares that are unregistered 

under the Securities Act. Restricted shares of LTCN 

will remain subject to private placement restrictions 

on such date, and the holders of such restricted 

shares will continue to hold those Shares subject to 

those restrictions until they become freely tradable 

Shares. 

7As of January 15, 2025. 

8As of May 3, 2025, Grayscale Operating, LLC 

will cease to act as Sponsor of the Trust and 

Grayscale Investment Sponsors, LLC will be sole 

Sponsor of the Trust. 

9According to the Annual Report, Digital 

Currency Group owns a minority interest in 

Coinbase, Inc., which is the parent company of the 

Custodian, representing less than 1.0% of its equity. 

should be submitted on or before March 

5, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02500 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102367; File No. SR– 

NYSEARCA–2025–05] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change, as Modified by 

Amendment No. 1, To List and Trade 

Shares of the Grayscale Litecoin Trust 

Under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares) 

February 6, 2025. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

24, 2025, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to list and trade shares of the 

Grayscale Litecoin Trust under NYSE 

Arca Rule 8.201–E (Commodity-Based 

Trust Shares). On February 3, 2025, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which replaced 

and superseded the original filing in its 

entirety. The proposed rule change, as 

modified by Amendment No 1, is 

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, 

as modified by Amendment No. 1, from 

interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change, as Modified 

by Amendment No. 1 

The Exchange proposes to list and 

trade shares of the following under 

NYSE Arca Rule 8.201–E: Grayscale 

Litecoin Trust (LTC) (the ‘‘Trust’’). This 

Amendment No. 1 to SR–NYSEARCA– 

2025–05 replaces SR–NYSEARCA– 

2025–05 as originally filed and 

supersedes such filing in its entirety. 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.com, 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, as Modified by Amendment 

No. 1 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Under NYSE Arca Rule 8.201–E, the 

Exchange may propose to list and/or 

trade pursuant to unlisted trading 

privileges ‘‘Commodity-Based Trust 

Shares.’’ 4 The Exchange proposes to list 

and trade shares (‘‘Shares’’) 5 of the 

Trust pursuant to NYSE Arca Rule 

8.201–E.6

The Trust is the world’s largest 

Litecoin (‘‘LTC’’) investment fund by 

assets under management as of the date 

of this filing. The Trust has 

approximately $215.4 million in assets 

under management 7 (representing 2.7% 

of all LTC in circulation), its Shares 

trade millions of dollars in daily volume 

and are held by more than a quarter of 

a million American investor accounts 

seeking exposure to LTC without the 

cost and complexity of purchasing the 

asset directly. However, because the 

Trust is not currently listed as an 

exchange-traded product (‘‘ETP’’), the 

value of the Shares has not been able to 

closely track the value of the Trust’s 

underlying LTC. The Sponsors (as 

defined below) thus believe that 

allowing Shares of the Trust to list and 

trade on the Exchange as an ETP (i.e., 

converting the Trust to a spot LTC ETP) 

would provide other investors with a 

safe and secure way to invest in LTC on 

a regulated national securities exchange. 

The sponsors of the Trust are 

Grayscale Operating, LLC and Grayscale 

Investments Sponsors, LLC (each, a 

‘‘Sponsor’’ and, collectively, the 

‘‘Sponsors’’),8 each a Delaware limited 

liability company. The Sponsors are 

indirect wholly owned subsidiaries of 

Digital Currency Group, Inc. (‘‘Digital 

Currency Group’’). The trustee for the 

Trust is Delaware Trust Company 

(‘‘Trustee’’). The custodian for the Trust 

is Coinbase Custody Trust Company, 

LLC (‘‘Custodian’’).9 The administrator 

and transfer agent of the Trust is 

expected to be BNY Mellon Asset 

Servicing, a division of The Bank of 

New York Mellon (the ‘‘Transfer 

Agent’’). The distribution and marketing 

agent for the Trust is expected to be 

Foreside Fund Services, LLC (the 


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10The Trust may from time to time come into 

possession of Incidental Rights and/or IR Virtual 

Currency by virtue of its ownership of LTC, 

generally through a fork in the Litecoin Blockchain, 

an airdrop offered to holders of LTC or other similar 

event. ‘‘Incidental Rights’’ are rights to acquire, or 

otherwise establish dominion and control over, any 

virtual currency or other asset or right, which rights 

are incident to the Trust’s ownership of LTC and 

arise without any action of the Trust, or of the 

Sponsor or Trustee on behalf of the Trust. ‘‘IR 

Virtual Currency’’ is any virtual currency tokens, or 

other asset or right, acquired by the Trust through 

the exercise (subject to the applicable provisions of 

the Trust Agreement) of any Incidental Right. 

Although the Trust is permitted to take certain 

actions with respect to Incidental Rights and IR 

Virtual Currency in accordance with its Trust 

Agreement, at this time the Trust will prospectively 

irrevocably abandon any Incidental Rights and IR 

Virtual Currency. In the event the Trust seeks to 

change this position, the Exchange would file a 

subsequent proposed rule change with the 

Commission. 

11The ‘‘Index Price’’ means the U.S. dollar value 

of a LTC derived from the Digital Asset Trading 

Platforms (as defined below) that are reflected in 

the CoinDesk Litecoin Price Index (LTX) (the 

‘‘Index’’), calculated at 4:00 p.m., New York time, 

on each business day. For purposes of the Trust 

Agreement, the term Litecoin Index Price has the 

same meaning as the Index Price as defined herein. 

12The Sponsor’s Fee means a fee, payable in LTC, 

which accrues daily in U.S. dollars at an annual 

rate of currently 2.5%, but which will be lowered 

in connection with the Trust becoming an ETP, of 

the NAV Fee Basis Amount of the Trust as of 4:00 

p.m., New York time, on each day, provided that 

for a day that is not a business day, the calculation 

of the Sponsor’s Fee will be based on the NAV Fee 

Basis Amount from the most recent business day, 

reduced by the accrued and unpaid Sponsor’s Fee 

for such most recent business day and for each day 

after such most recent business day and prior to the 

relevant calculation date. The ‘‘NAV Fee Basis 

Amount’’ is calculated in the manner set forth 

under ‘‘Valuation of LTC and Determination of 

NAV’’ below. 

13While this filing uses the terminology ‘‘NAV,’’ 

the term used in the Trust Agreement is ‘‘Digital 

Asset Holdings.’’ 

14 ‘‘Baskets’’ and ‘‘Basket Amount’’ have the 

meanings set forth in ‘‘Creation and Redemption of 

Shares’’ below. 

15A ‘‘Digital Asset Market’’ is a ‘‘Brokered 

Market,’’ ‘‘Dealer Market,’’ ‘‘Principal-to-Principal 

Market’’ or ‘‘Exchange Market,’’ as each such term 

is defined in the Financial Accounting Standards 

Board Accounting Standards Codification Master 

Glossary. The ‘‘Digital Asset Trading Platform 

Market’’ is the global trading platform market for 

the trading of LTC, which consists of transactions 

on electronic Digital Asset Trading Platforms. A 

‘‘Digital Asset Trading Platform’’ is an electronic 

marketplace where trading participants may trade, 

buy and sell LTC based on bid-ask trading. The 

largest Digital Asset Trading Platforms are online 

and typically trade on a 24-hour basis, publishing 

transaction price and volume data. 

‘‘Marketing Agent’’). The index provider 

for the Trust is CoinDesk Indices, Inc. 

(the ‘‘Index Provider’’). 

The Trust is a Delaware statutory 

trust, formed on January 26, 2018, that 

operates pursuant to a trust agreement 

between the Sponsor and the Trustee 

(‘‘Trust Agreement’’). The Trust has no 

fixed termination date. 

Operation of the Trust 

According to the Annual Report, the 

Trust’s assets consist solely of LTC.10

Each Share represents a proportional 

interest, based on the total number of 

Shares outstanding, in the Trust’s assets 

as determined by reference to the Index 

Price,11 less the Trust’s expenses and 

other liabilities (which include accrued 

but unpaid fees and expenses). The 

Sponsors expect that the market price of 

the Shares will fluctuate over time in 

response to the market prices of LTC. In 

addition, because the Shares reflect the 

estimated accrued but unpaid expenses 

of the Trust, the number of LTC 

represented by a Share will gradually 

decrease over time as the Trust’s LTC 

are used to pay the Trust’s expenses. 

The activities of the Trust are limited 

to (i) issuing ‘‘Baskets’’ (as defined 

below) in exchange for LTC transferred 

to the Trust as consideration in 

connection with creations, (ii) 

transferring or selling LTC as necessary 

to cover the ‘‘Sponsor’s Fee’’ 12 and/or 

certain Trust expenses, (iii) transferring 

LTC in exchange for Baskets 

surrendered for redemption (subject to 

obtaining regulatory approval from the 

Commission and approval of the 

Sponsor), (iv) causing the Sponsor to 

sell LTC on the termination of the Trust, 

and (v) engaging in all administrative 

and security procedures necessary to 

accomplish such activities in 

accordance with the provisions of the 

Trust Agreement, the Custodian 

Agreement, the Index License 

Agreement, and the Participant 

Agreements (each as defined below). 

The Trust will not be actively 

managed. It will not engage in any 

activities designed to obtain a profit 

from, or to ameliorate losses caused by, 

changes in the market prices of LTC. 

The Trust is not a registered 

investment company under the 

Investment Company Act and the 

Sponsors believe that the Trust is not 

required to register under the 

Investment Company Act. 

Investment Objective 

According to the Annual Report, and 

as further described below, the Trust’s 

investment objective is for the value of 

the Shares (based on LTC per Share) to 

reflect the value of the LTC held by the 

Trust, determined by reference to the 

Index Price, less the Trust’s expenses 

and other liabilities. While an 

investment in the Shares is not a direct 

investment in LTC, the Shares are 

designed to provide investors with a 

cost-effective and convenient way to 

gain investment exposure to LTC. 

Generally speaking, a substantial direct 

investment in LTC may require 

expensive and sometimes complicated 

arrangements in connection with the 

acquisition, security and safekeeping of 

the LTC and may involve the payment 

of substantial fees to acquire such LTC 

from third-party facilitators through 

cash payments of U.S. dollars. Because 

the value of the Shares is correlated 

with the value of LTC held by the Trust, 

it is important to understand the 

investment attributes of, and the market 

for, LTC. 

The Trust uses the Index Price to 

calculate its ‘‘NAV,’’ which is the 

aggregate value, expressed in U.S. 

dollars, of the Trust’s assets (other than 

U.S. dollars or other fiat currency), less 

the U.S. dollar value of the Trust’s 

expenses and other liabilities calculated 

in the manner set forth under 

‘‘Valuation of LTC and Determination of 

NAV.’’ ‘‘NAV per Share’’ is calculated 

by dividing NAV by the number of 

Shares then outstanding. 

Valuation of LTC and Determination of 

NAV 

The following is a description of the 

material terms of the Trust Agreement 

as they relate to valuation of the Trust’s 

LTC and the NAV calculations.13

On each business day at 4:00 p.m., 

New York time, or as soon thereafter as 

practicable (the ‘‘Evaluation Time’’), the 

Sponsor will evaluate the LTC held by 

the Trust and calculate and publish the 

NAV of the Trust. To calculate the NAV, 

the Sponsor will: 

1. Determine the Index Price as of 

such business day. 

2. Multiply the Index Price by the 

Trust’s aggregate number of LTC owned 

by the Trust as of 4:00 p.m., New York 

time, on the immediately preceding day, 

less the aggregate number of LTC 

payable as the accrued and unpaid 

Sponsor’s Fee as of 4:00 p.m., New York 

time, on the immediately preceding day. 

3. Add the U.S. dollar value of LTC, 

calculated using the Index Price, 

receivable under pending creation 

orders, if any, determined by 

multiplying the number of the Baskets 

represented by such creation orders by 

the Basket Amount and then 

multiplying such product by the Index 

Price.14

4. Subtract the U.S. dollar amount of 

accrued and unpaid Additional Trust 

Expenses, if any.15

5. Subtract the U.S. dollar value of the 

LTC, calculated using the Index Price, to 

be distributed under pending 

redemption orders, if any, determined 

by multiplying the number of Baskets to 

be redeemed represented by such 

redemption orders by the Basket 

Amount and then multiplying such 


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16The description of LTC and the Litecoin 

Network in this section was provided by the 

Sponsors and is based on the Annual Report. 

product by the Index Price (the amount 

derived from steps 1 through 5 above, 

the ‘‘NAV Fee Basis Amount’’). 

6. Subtract the U.S. dollar amount of 

the Sponsor’s Fee that accrues for such 

business day, as calculated based on the 

NAV Fee Basis Amount for such 

business day. 

In the event that the Sponsor 

determines that the primary 

methodology used to determine the 

Index Price is not an appropriate basis 

for valuation of the Trust’s LTC, the 

Sponsor will utilize the cascading set of 

rules as described in ‘‘Determination of 

the Index Price When Index Price is 

Unavailable’’ below. 

LTC and the Litecoin Network 16

According to the Annual Report, LTC 

is a digital asset that is created and 

transmitted through the operations of 

the peer-to-peer Litecoin Network, a 

decentralized network of computers that 

operates on cryptographic protocols. No 

single entity owns or operates the 

Litecoin Network, the infrastructure of 

which is collectively maintained by a 

decentralized user base. The Litecoin 

Network allows people to exchange 

tokens of value, called LTC, which are 

recorded on a public transaction ledger 

known as a blockchain. LTC can be used 

to pay for goods and services, including 

computational power on the Litecoin 

Network, or it can be converted to fiat 

currencies, such as the U.S. dollar, at 

rates determined on Digital Asset 

Trading Platforms or in individual enduser-to-end-user transactions under a 

barter system. 

Litecoin is an alternative software 

implementation of Bitcoin that was 

created in late 2011 by Charlie Lee, a 

former Google employee, who set out to 

create a proof-of-work currency that 

could be an alternative to Bitcoin. 

Ultimately, this resulted in a clone of 

Bitcoin. Although Litecoin is thus very 

similar to Bitcoin, there are several key 

differences between the Litecoin 

Network and the Bitcoin Network. 

These differences include a block 

generation time of approximately two 

and a half minutes for LTC as compared 

to ten minutes for Bitcoin, and a cap on 

the number of coins that will be created 

of 84 million LTC, as compared to 21 

million for Bitcoin. As a result of these 

differences, transactions using LTC 

occur four times faster than transactions 

using Bitcoin and at a lower cost. 

Litecoin also implemented crypt, a 

distinct hashing algorithm different 

from Bitcoin’s SHA–256 hashing 

algorithm, which does not require 

ASICs and therefore results in less 

centralized mining hash power. 

The Litecoin Network is decentralized 

and does not require governmental 

authorities or financial institution 

intermediaries to create, transmit or 

determine the value of LTC. Rather, LTC 

is created and allocated by the Litecoin 

Network protocol through a ‘‘mining’’ 

process. The value of LTC is determined 

by the supply of and demand for LTC 

on the Digital Asset Trading Platforms 

or in private end-user-to-end-user 

transactions. 

Similar to the Bitcoin Network, the 

Litecoin Network operates on a proof-ofwork model. New LTC is created and 

rewarded to the miners of a block in the 

Litecoin Blockchain for verifying 

transactions. The Litecoin Blockchain is 

effectively a decentralized database that 

includes all blocks that have been 

mined by miners and it is updated to 

include new blocks as they are solved. 

Each LTC transaction is broadcast to the 

Litecoin Network and, when included 

in a block, recorded in the Litecoin 

Blockchain. As each new block records 

outstanding LTC transactions, and 

outstanding transactions are settled and 

validated through such recording, the 

Litecoin 

The Litecoin Blockchain represents a 

complete, transparent and unbroken 

history of all transactions of the Litecoin 

Network. The current miner reward of 

6.25 LTC per block was reduced from 

12.5 LTC per block by 50% in August 

2023, and will be further reduced by 

another 50% every 840,000 blocks, or 

approximately four years, thereafter. A 

block of transactions is confirmed on 

the Litecoin Network approximately 

every 2.5 minutes. As of September 30, 

2024, approximately 75.0 million LTC 

were outstanding. 

Similar to Bitcoin, LTC can be used to 

pay for goods and services or can be 

converted to fiat currencies, such as the 

U.S. dollar, at rates determined on 

Digital Asset Trading Platforms or in 

individual end-user-to-end-user 

transactions under a barter system. 

Additionally, LTC is used to pay for 

transaction fees to miners for verifying 

transactions on the Litecoin Network. 

Overview of the Litecoin Network’s 

Operations 

In order to own, transfer or use LTC 

directly on the Litecoin Network (as 

opposed to through an intermediary, 

such as a custodian), a person generally 

must have internet access to connect to 

the Litecoin Network. LTC transactions 

may be made directly between endusers without the need for a third-party 

intermediary. To prevent the possibility 

of double-spending LTC, a user must 

notify the Litecoin Network of the 

transaction by broadcasting the 

transaction data to its network peers. 

The Litecoin Network provides 

confirmation against double-spending 

by memorializing every transaction in 

the Litecoin Blockchain, which is 

publicly accessible and transparent. 

This memorialization and verification 

against double-spending is 

accomplished through the Litecoin 

Network mining process, which adds 

‘‘blocks’’ of data, including recent 

transaction information, to the Litecoin 

Blockchain. 

Summary of a LTC Transaction 

Prior to engaging in LTC transactions 

directly on the Litecoin Network, a user 

generally must first install on its 

computer or mobile device a Litecoin 

Network software program that will 

allow the user to generate a private and 

public key pair associated with a LTC 

address. Each Litecoin Network address, 

or wallet, is associated with a unique 

‘‘public key’’ and ‘‘private key’’ pair. To 

receive LTC, the LTC recipient must 

provide its public key to the party 

initiating the transfer. This activity is 

analogous to a recipient for a transaction 

in U.S. dollars providing a routing 

address in wire instructions to the payor 

so that cash may be wired to the 

recipient’s account. The payor approves 

the transfer to the address provided by 

the recipient by ‘‘signing’’ a transaction 

that consists of the recipient’s public 

key with the private key of the address 

from where the payor is transferring the 

LTC. The recipient, however, does not 

make public or provide to the sender its 

related private key. 

Neither the recipient nor the sender 

reveals their private keys in a 

transaction, because the private key 

authorizes transfer of the funds in that 

address to other users. Therefore, if a 

user loses his or her private key, the 

user may permanently lose access to the 

LTC contained in the associated 

address. Likewise, LTC is irretrievably 

lost if the private key associated with 

them is deleted and no backup has been 

made. When sending LTC, a user’s 

Litecoin Network software program 

must validate the transaction with the 

associated private key. In addition, 

since every computation on the Litecoin 

Network requires processing power, 

there is a transaction fee involved with 

the transfer that is paid by the payor. 

The resulting digitally validated 

transaction is sent by the user’s Litecoin 

Network software program to the 

Litecoin Network validators to allow 

transaction confirmation. 


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Litecoin Network validators record 

and confirm transactions when they 

validate and add blocks of information 

to the Litecoin Blockchain. When a 

validator is selected to validate a block, 

it creates that block, which includes 

data relating to (i) the verification of 

newly submitted and accepted 

transactions and (ii) a reference to the 

prior block in the Litecoin Blockchain to 

which the new block is being added. 

The validator becomes aware of 

outstanding, unrecorded transactions 

through the data packet transmission 

and distribution discussed above. 

Upon the addition of a block of LTC 

transactions, the Litecoin Network 

software program of both the spending 

party and the receiving party will show 

confirmation of the transaction on the 

Litecoin Blockchain and reflect an 

adjustment to the LTC balance in each 

party’s Litecoin Network public key, 

completing the LTC transaction. Once a 

transaction is confirmed on the Litecoin 

Blockchain, it is irreversible. 

Some LTC transactions are conducted 

‘‘off-blockchain’’ and are therefore not 

recorded in the Litecoin Blockchain. 

These ‘‘off-blockchain transactions’’ 

involve the transfer of control over, or 

ownership of, a specific digital wallet 

holding LTC or the reallocation of 

ownership of certain LTC in a pooledownership digital wallet, such as a 

digital wallet owned by a Digital Asset 

Trading Platform. In contrast to onblockchain transactions, which are 

publicly recorded on the Litecoin 

Blockchain, information and data 

regarding off-blockchain transactions 

are generally not publicly available. 

Therefore, off-blockchain transactions 

are not truly LTC transactions in that 

they do not involve the transfer of 

transaction data on the Litecoin 

Network and do not reflect a movement 

of LTC between addresses recorded in 

the Litecoin Blockchain. For these 

reasons, off-blockchain transactions are 

subject to risks as any such transfer of 

LTC ownership is not protected by the 

protocol behind the Litecoin Network or 

recorded in, and validated through, the 

blockchain mechanism. 

Creation of LTC 

Initial Creation of LTC 

The initial creation of LTC was in 

connection with a clone of the Bitcoin 

blockchain in 2011. All additional LTC 

have been created through the mining 

process. 

Mining Process 

The Litecoin Network is kept running 

by computers all over the world. In 

order to incentivize those who incur the 

computational costs of securing the 

network by validating transactions, 

there is a reward that is given to the 

computer that was able to create the 

latest block on the chain. Every two and 

a half minutes, on average, a new block 

is added to the Litecoin Blockchain with 

the latest transactions processed by the 

network, and the computer that 

generated this block is currently 

awarded 6.25 LTC, which was reduced 

by 50%, from 12.5 LTC, in August 2023. 

Due to the nature of the algorithm for 

block generation, this process 

(generating a ‘‘proof-of-work’’) is 

guaranteed to be random. Over time, 

rewards are expected to be 

proportionate to the computational 

power of each machine. 

The process by which LTC is ‘‘mined’’ 

results in new blocks being added to the 

Litecoin Blockchain and new LTC 

tokens being issued to the miners. 

Computers on the Litecoin Network 

engage in a set of prescribed complex 

mathematical calculations in order to 

add a block to the Litecoin Blockchain 

and thereby confirm LTC transactions 

included in that block’s data. 

To begin mining, a user can download 

and run Litecoin Network mining 

software, which turns the user’s 

computer into a ‘‘node’’ on the Litecoin 

Network that validates blocks. Each 

block contains the details of some or all 

of the most recent transactions that are 

not memorialized in prior blocks, as 

well as a record of the award of LTC to 

the miner who added the new block. 

Each unique block can be solved and 

added to the Litecoin Blockchain by 

only one miner. Therefore, all 

individual miners and mining pools on 

the Litecoin Network are engaged in a 

competitive process of constantly 

increasing their computing power to 

improve their likelihood of solving for 

new blocks. As more miners join the 

Litecoin Network and its processing 

power increases, the Litecoin Network 

adjusts the complexity of the blocksolving equation to maintain a 

predetermined pace of adding a new 

block to the Litecoin Blockchain 

approximately every two and a half 

minutes. A miner’s proposed block is 

added to the Litecoin Blockchain once 

a majority of the nodes on the Litecoin 

Network confirms the miner’s work. 

Miners that are successful in adding a 

block to the Litecoin Blockchain are 

automatically awarded LTC for their 

effort and may also receive transaction 

fees paid by transferors whose 

transactions are recorded in the block. 

This reward system is the method by 

which new LTC enter into circulation to 

the public. 

The Litecoin Network is designed in 

such a way that the reward for adding 

new blocks to the Litecoin Blockchain 

decreases over time. Once new LTC 

tokens are no longer awarded for adding 

a new block, miners will only have 

transaction fees to incentivize them, and 

as a result, it is expected that miners 

will need to be better compensated with 

higher transaction fees to ensure that 

there is adequate incentive for them to 

continue mining. 

Limits on LTC Supply 

The Litecoin Network is structured to 

allow a maximum of 84 million LTC to 

be created, which are mined over time 

with the creation of each new block. 

The supply of new LTC is 

mathematically controlled so that the 

number of LTC grows at a limited rate 

pursuant to a pre-set schedule. The 

number of LTC awarded for solving a 

new block is automatically halved after 

every 840,000 blocks are added to the 

Litecoin Blockchain. Currently, the 

fixed reward for solving a new block is 

6.25 LTC per block, and this is expected 

to decrease by half to become 3.125 LTC 

after the next 840,000 blocks since the 

last reward reduction have entered the 

Litecoin Network, which is expected to 

be approximately July 2027. This 

deliberately controlled rate of LTC 

creation means that the number of LTC 

in existence will increase at a controlled 

rate until the number of LTC in 

existence reaches 84 million LTC. 

As of September 30, 2024, 

approximately 75.0 million LTC were 

outstanding, and estimates of when the 

84 million LTC limitation will be 

reached range from at or near the year 

2140. 

Modifications to the LTC Protocol 

The Litecoin Network is an open 

source project with no official developer 

or group of developers that controls it. 

However, the Litecoin Network’s 

development has historically been 

overseen by a core group of developers. 

The core developers are able to access, 

and can alter, the Litecoin Network 

source code and, as a result, they are 

responsible for quasi-official releases of 

updates and other changes to the 

Litecoin Network’s source code. 

The release of updates to the Litecoin 

Network’s source code does not 

guarantee that the updates will be 

automatically adopted. Users and 

miners must accept any changes made 

to the Litecoin source code by 

downloading the proposed modification 

of the Litecoin Network’s source code. 

A modification of the Litecoin 

Network’s source code is effective only 

with respect to the Litecoin users and 


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miners that download it. If a 

modification is accepted by only a 

percentage of users and miners, a 

division in the Litecoin Network will 

occur such that one network will run 

the pre-modification source code and 

the other network will run the modified 

source code. Such a division is known 

as a ‘‘fork.’’ Consequently, as a practical 

matter, a modification to the source 

code becomes part of the Litecoin 

Network only if accepted by 

participants collectively having most of 

the processing power on the Litecoin 

Network. 

Core development of the Litecoin 

Network source code has increasingly 

focused on modifications of the Litecoin 

Network protocol to increase speed and 

scalability and also allow for nonfinancial, next generation uses. The 

Trust’s activities will not directly relate 

to such projects, though such projects 

may utilize LTC as tokens for the 

facilitation of their non-financial uses, 

thereby potentially increasing demand 

for LTC and the utility of the Litecoin 

Network as a whole. Conversely, 

projects that operate and are built 

within the Litecoin Blockchain may 

increase the data flow on the Litecoin 

Network and could either ‘‘bloat’’ the 

size of the Litecoin Blockchain or slow 

confirmation times. At this time, such 

projects remain in early stages and have 

not been materially integrated into the 

Litecoin Blockchain or the Litecoin 

Network. 

In May 2022, a Litecoin Network 

upgrade incorporated MimbleWimble, 

an additional encryption feature. 

MimbleWimble serves two purposes: (i) 

concealing the transacted amount of 

Litecoin and (ii) detecting fraudulent 

activity if the transaction amount were 

changed while being processed. 

Custody of the Trust’s LTC 

Digital assets and digital asset 

transactions are recorded and validated 

on blockchains, the public transaction 

ledgers of a digital asset network. Each 

digital asset blockchain serves as a 

record of ownership for all of the units 

of such digital asset, even in the case of 

certain privacy-preserving digital assets, 

where the transactions themselves are 

not publicly viewable. All digital assets 

recorded on a blockchain are associated 

with a public blockchain address, also 

referred to as a digital wallet. Digital 

assets held at a particular public 

blockchain address may be accessed and 

transferred using a corresponding 

private key. 

Key Generation 

Public addresses and their 

corresponding private keys are 

generated by the Custodian in secret key 

generation ceremonies at secure 

locations inside faraday cages, which 

are enclosures used to block 

electromagnetic fields and thus mitigate 

against attacks. The Custodian uses 

quantum random number generators to 

generate the public and private key 

pairs. 

Once generated, private keys are 

encrypted, separated into ‘‘shards,’’ and 

then further encrypted. After the key 

generation ceremony, all materials used 

to generate private keys, including 

computers, are destroyed. All key 

generation ceremonies are performed 

offline. No party other than the 

Custodian (including the Trust itself) 

has access to the private key shards of 

the Trust. 

Key Storage 

Private key shards are distributed 

geographically in secure vaults around 

the world, including in the United 

States. The locations of the secure vaults 

may change regularly and are kept 

confidential by the Custodian for 

security purposes. 

The ‘‘Digital Asset Account’’ is a 

segregated custody account controlled 

and secured by the Custodian to store 

private keys, which allows for the 

transfer of ownership or control of the 

Trust’s LTC on the Trust’s behalf. The 

Digital Asset Account uses offline 

storage, or ‘‘cold,’’ mechanisms to 

secure the Trust’s private keys. The term 

cold storage refers to a safeguarding 

method by which the private keys 

corresponding to digital assets are 

disconnected and/or deleted entirely 

from the internet. Cold storage of private 

keys may involve keeping such keys on 

a non-networked (or ‘‘air-gapped’’) 

computer or electronic device or storing 

the private keys on a storage device (for 

example, a USB thumb drive) or printed 

medium (for example, papyrus, paper, 

or a metallic object). A digital wallet 

may receive deposits of digital assets 

but may not send digital assets without 

use of the digital assets’ corresponding 

private keys. In order to send digital 

assets from a digital wallet in which the 

private keys are kept in cold storage, 

either the private keys must be retrieved 

from cold storage and entered into an 

online, or ‘‘hot,’’ digital asset software 

program to sign the transaction, or the 

unsigned transaction must be 

transferred to the cold server in which 

the private keys are held for signature 

by the private keys and then transferred 

back to the online digital asset software 

program. At that point, the user of the 

digital wallet can transfer its digital 

assets. 

Security Procedures 

The Custodian is the custodian of the 

Trust’s private keys (which, as noted 

above, facilitate the transfer of 

ownership or control of the Trust’s LTC) 

in accordance with the terms and 

provisions of the custodian agreement 

by and between the Custodian, the 

Sponsor and the Trust (the ‘‘Custodian 

Agreement’’). Transfers from the Digital 

Asset Account require certain security 

procedures, including, but not limited 

to, multiple encrypted private key 

shards, usernames, passwords and 2- 

step verification. Multiple private key 

shards held by the Custodian must be 

combined to reconstitute the private key 

to sign any transaction in order to 

transfer the Trust’s assets. Private key 

shards are distributed geographically in 

secure vaults around the world, 

including in the United States. 

As a result, if any one secure vault is 

ever compromised, this event will have 

no impact on the ability of the Trust to 

access its assets, other than a possible 

delay in operations, while one or more 

of the other secure vaults is used 

instead. These security procedures are 

intended to remove single points of 

failure in the protection of the Trust’s 

assets. 

Transfers of LTC to the Digital Asset 

Account will be available to the Trust 

once processed on the Blockchain. 

Subject to obtaining regulatory 

approval to operate a redemption 

program and authorization of the 

Sponsor, the process of accessing and 

withdrawing LTC from the Trust to 

redeem a Basket by an Authorized 

Participant will follow the same general 

procedure as transferring LTC to the 

Trust to create a Basket by an 

Authorized Participant, only in reverse. 

The Sponsor will maintain ownership 

and control of the Trust’s LTC in a 

manner consistent with good delivery 

requirements for spot commodity 

transactions. 

LTC Value 

Digital Asset Trading Platform 

Valuation 

The value of LTC is determined by the 

value that various market participants 

place on LTC through their transactions. 

The most common means of 

determining the value of a LTC is by 

surveying one or more Digital Asset 

Trading Platforms where LTC is traded 

publicly and transparently (e.g., 

Coinbase, Crypto.com, LMAX Digital, 

and Kraken). 


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Digital Asset Trading Platform Public 

Market Data 

On each online Digital Asset Trading 

Platform, LTC is traded with publicly 

disclosed valuations for each executed 

trade, measured by one or more fiat 

currencies such as the U.S. dollar or 

euro or by the widely used 

cryptocurrency Bitcoin. Over-thecounter dealers or market makers do not 

typically disclose their trade data. 

As of September 30, 2024, the Digital 

Asset Trading Platforms included in the 

Index were Coinbase, Crypto.com, 

LMAX Digital, and Kraken. As further 

described below, the Sponsors and the 

Trust reasonably believe each of these 

Digital Asset Trading Platforms are in 

material compliance with applicable 

U.S. federal and state licensing 

requirements and maintain practices 

and policies designed to comply with 

anti-money laundering (‘‘AML’’) and 

know-your-customer (‘‘KYC’’) 

regulations. 

Coinbase: A U.S.-based trading 

platform registered as a money services 

business (‘‘MSB’’) with the Financial 

Crimes Enforcement Network 

(‘‘FinCEN’’) and licensed as a virtual 

currency business under the New York 

State Department of Financial Services 

(‘‘NYDFS’’) BitLicense as well as a 

money transmitter in various U.S. states. 

Crypto.com: A Singapore-based 

trading platform registered as an MSB 

with FinCEN and licensed as a money 

transmitter in various U.S. states. 

Crypto.com does not hold a BitLicense. 

LMAX Digital: A U.K.-based trading 

platform registered as a broker with the 

Financial Conduct Authority. LMAX 

Digital does not hold a BitLicense. 

Kraken: A U.S.-based trading platform 

registered as an MSB with FinCEN and 

licensed as a money transmitter in 

various U.S. states. Kraken does not 

hold a BitLicense. 

Currently, there are several Digital 

Asset Trading Platforms operating 

worldwide and online Digital Asset 

Trading Platforms represent a 

substantial percentage of LTC buying 

and selling activity and provide the 

most data with respect to prevailing 

valuations of LTC. These trading 

platforms include established trading 

platforms such as trading platforms 

included in the Index which provide a 

number of options for buying and 

selling LTC. The below table reflects the 

trading volume in LTC and market share 

of the LTC–U.S. dollar trading pairs of 

each of the Digital Asset Trading 

Platforms included in the Index as of 

September 30, 2024, (collectively, 

‘‘Constituent Trading Platforms’’) using 

data since the inception of the Trust’s 

operations: 

LTC trading platforms included in the Index as of September 30, 2024 1 Volume 

(LTC) 

Market share 2

(%) 

Coinbase ...................................................................................................................................................... 653,863,151 46.53 

Kraken .......................................................................................................................................................... 90,333,438 6.43 

LMAX Digital ................................................................................................................................................ 82,976,222 5.90 

Crypto.com ................................................................................................................................................... 7,902,904 0.56 

Total U.S. Dollar-LTC trading pair ........................................................................................................ 835,075,715 59.42 

1Effective October 27, 2024, the Index Provider added Bitstamp to the Index due to the trading platform meeting the Index Provider’s minimum 

liquidity requirement, and did not remove any Constituent Trading Platforms as part of its scheduled quarterly review. Effective December 22, 

2024, the Index Provider added Bitfinex to the Index due to the trading platform meeting the Index Provider’s minimum liquidity requirement, and 

did not remove any Constituent Trading Platforms as part of its scheduled quarterly review. 2 Market share is calculated using trading volume (in LTC) for certain Digital Asset Trading Platforms including, Coinbase, Crypto.com, LMAX 

Digital and Kraken, as well as certain other large U.S.-dollar denominated Digital Asset Trading Platforms that were not included in the Index as 

of September 30, 2024, including Binance.US, Bitfinex, Bitstamp, Bittrex, Cboe Digital, FTX.US, Gemini, HitBTC, itBit, and OKCoin. 

Forms of Attack Against the Litecoin 

Network 

All networked systems are vulnerable 

to various kinds of attacks. As with any 

computer network, the Litecoin 

Network contains certain flaws. For 

example, the Litecoin Network is 

currently vulnerable to a ‘‘51% attack’’ 

where, if a mining pool were to gain 

control of more than 50% of the hash 

rate for a digital asset, a malicious actor 

would be able to gain full control of the 

network and the ability to manipulate 

the Litecoin Blockchain. As of 

September 30, 2024, the top three 

largest mining pools controlled over 

50% of the hash rate of the Litecoin 

Network. 

In addition, many digital asset 

networks have been subjected to a 

number of denial of service attacks, 

which has led to temporary delays in 

block creation and in the transfer of 

LTC. Any similar attacks on the Litecoin 

Network that impact the ability to 

transfer LTC could have a material 

adverse effect on the price of LTC and 

the value of the Shares. 

The Index and the Index Price 

The Index is a U.S. dollardenominated composite reference rate 

for the price of LTC. The Index is 

designed to (1) mitigate the effects of 

fraud, manipulation and other 

anomalous trading activity from 

impacting the LTC reference rate, (2) 

provide a real-time, volume-weighted 

fair value of LTC and (3) appropriately 

handle and adjust for non-market 

related events. 

The Index Price is determined by the 

Index Provider through a process in 

which trade data is cleansed and 

compiled in such a manner as to 

algorithmically reduce the impact of 

anomalistic or manipulative trading. 

This is accomplished by adjusting the 

weight of each data input based on price 

deviation relative to the observable set, 

as well as recent and long-term trading 

volume at each venue relative to the 

observable set. 

The value of the Index is calculated 

and disseminated on a 24-hour basis 

and will be available on a continuous 

basis. 

Constituent Trading Platform Selection 

According to the Annual Report, the 

Digital Asset Trading Platforms that are 

included in the Index are selected by 

the Index Provider utilizing a 

methodology that is guided by the 

International Organization of Securities 

Commissions (‘‘IOSCO’’) principles for 

financial benchmarks. For a trading 

platform to become a Constituent 

Trading Platform, it must satisfy each of 

the criteria listed below (the ‘‘Inclusion 

Criteria’’): 

• Sufficient USD or USDC liquidity 

relative to the size of the listed assets; 

• No evidence in the past 12 months 

of trading restrictions on individuals or 

entities that would otherwise meet the 

trading platform’s eligibility 

requirements to trade; 

• No evidence in the past 12 months 

of undisclosed restrictions on deposits 

or withdrawals from user accounts; 

• Real-time price discovery; 


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17 ‘‘Capital controls’’ in this context means 

governmental sanctions that would limit the 

movement of capital into, or out of, the jurisdiction 

in which such Digital Asset Trading Platforms 

operate. 

18Trading platforms with programmatic trading 

offer traders an application programming interface 

that permits trading by sending programmed 

commands to the trading platform. 

19Upon entering into the Index License 

Agreement, the Sponsor and the Index Provider 

terminated the license agreement between the 

parties dated as of February 28, 2019. 

• Limited or no capital controls; 17

• Transparent ownership including a 

publicly-known ownership entity; 

• Publicly available language and 

policies addressing legal and regulatory 

compliance in the U.S., including KYC, 

AML and other policies designed to 

comply with relevant regulations that 

might apply to it; 

• Be a trading platform that is 

licensed and able to service investors in 

one or more of the following 

jurisdictions: 

Æ United States 

Æ United Kingdom 

Æ European Union 

Æ Hong Kong 

Æ Singapore; and 

• Offer programmatic spot trading of 

the trading pair 18 and reliably publish 

trade prices and volumes on a real-time 

basis through Rest and Websocket APIs. 

A Digital Asset Trading Platform is 

removed as a Constituent Trading 

Platform when it no longer satisfies the 

Inclusion Criteria. The Index Provider 

does not currently include data from 

over-the-counter markets or derivatives 

platforms among the Constituent 

Trading Platforms. According to the 

Annual Report, over-the-counter data is 

not currently included because of the 

potential for trades to include a 

significant premium or discount paid 

for larger liquidity, which creates an 

uneven comparison relative to more 

active markets. There is also a higher 

potential for over-the-counter 

transactions to not be arms-length, and 

thus not be representative of a true 

market price. 

The Index Provider and the Sponsor 

have entered into the index license 

agreement, dated as of February 1, 2022 

(as amended, the ‘‘Index License 

Agreement’’), governing the Sponsor’s 

use of the Index Price.19 Pursuant to the 

terms of the Index License Agreement, 

the Index Provider may adjust the 

calculation methodology for the Index 

Price without notice to, or consent of, 

the Trust or its shareholders. The Index 

Provider may decide to change the 

calculation methodology to maintain the 

integrity of the Index Price calculation 

should it identify or become aware of 

previously unknown variables or issues 

with the existing methodology that it 

believes could materially impact its 

performance and/or reliability. The 

Index Provider has sole discretion over 

the determination of Index Price and 

may change the methodologies for 

determining the Index Price from time 

to time. Shareholders will be notified of 

any material changes to the calculation 

methodology or the Index Price in the 

Trust’s current reports and will be 

notified of all other changes that the 

Sponsor considers significant in the 

Trust’s periodic or current reports. The 

Sponsor will determine the materiality 

of any changes to the Index Price on a 

case-by-case basis, in consultation with 

external counsel. 

The Index Provider may change the 

trading venues that are used to calculate 

the Index or otherwise change the way 

in which the Index is calculated at any 

time. For example, the Index Provider 

has scheduled quarterly reviews in 

which it may add or remove Constituent 

Trading Platforms that satisfy or fail the 

Inclusion Criteria. The Index Provider 

does not have any obligation to consider 

the interests of the Sponsor, the Trust, 

the shareholders, or anyone else in 

connection with such changes. While 

the Index Provider is not required to 

publicize or explain the changes or to 

alert the Sponsor to such changes, it has 

historically notified the Trust (and other 

subscribers to the Index) of any material 

changes to the Constituent Trading 

Platforms, including any additions or 

removals, contemporaneous with its 

issuance of press releases in connection 

with the same. The Sponsor will notify 

investors of any such material event by 

filing a current report on Form 8–K. 

Although the Index methodology is 

designed to operate without any manual 

intervention, rare events would justify 

manual intervention. Intervention of 

this kind would be in response to nonmarket-related events, such as the 

halting of deposits or withdrawals of 

funds on a Digital Asset Trading 

Platform, the unannounced closure of 

operations on a Digital Asset Trading 

Platform, insolvency or the compromise 

of user funds. In the event that such an 

intervention is necessary, the Index 

Provider would issue a public 

announcement through its website, API 

and other established communication 

channels with its clients. 

Determination of the Index Price 

The Index applies an algorithm to the 

price of LTC on the Constituent Trading 

Platforms calculated on a per second 

basis over a 24-hour period. The Index’s 

algorithm is expected to reflect a fourpronged methodology to calculate the 

Index Price from the Constituent 

Trading Platforms: 

• Volume Weighting: Constituent 

Trading Platforms with greater liquidity 

receive a higher weighting in the Index, 

increasing the ability to execute against 

(i.e., replicate) the Index in the 

underlying spot markets. 

• Price-Variance Weighting: The 

Index Price reflects data points that are 

discretely weighted in proportion to 

their variance from the rest of the 

Constituent Trading Platforms. As the 

price at a particular trading platform 

diverges from the prices at the rest of 

the Constituent Trading Platforms, its 

weight in the Index Price consequently 

decreases. 

• Inactivity Adjustment: The Index 

Price algorithm penalizes stale activity 

from any given Constituent Trading 

Platform. When a Constituent Trading 

Platform does not have recent trading 

data, its weighting in the Index Price is 

gradually reduced until it is deweighted entirely. Similarly, once 

trading activity at a Constituent Trading 

Platform resumes, the corresponding 

weighting for that Constituent Trading 

Platform is gradually increased until it 

reaches the appropriate level. 

• Manipulation Resistance: In order 

to mitigate the effects of wash trading 

and order book spoofing, the Index only 

includes executed trades in its 

calculation. Additionally, the Index 

only includes Constituent Trading 

Platforms that charge trading fees to its 

users in order to attach a real, 

quantifiable cost to any manipulation 

attempts. 

The Index Provider re-evaluates the 

weighting algorithm on a periodic basis, 

but maintains discretion to change the 

way in which an Index Price is 

calculated based on its periodic review 

or in extreme circumstances and does 

not make the exact methodology to 

calculate the Index Price publicly 

available. Nonetheless, the Sponsors 

believe that the Index is designed to 

limit exposure to trading or price 

distortion of any individual Digital 

Asset Trading Platform that experiences 

periods of unusual activity or limited 

liquidity by discounting, in real-time, 

anomalous price movements at 

individual Digital Asset Trading 

Platforms. 

The Sponsors believe the Index 

Provider’s selection process for 

Constituent Trading Platforms as well as 

the methodology of the Index Price’s 

algorithm provides a more accurate 

picture of LTC price movements than a 

simple average of Digital Asset Trading 

Platform spot prices, and that the 

weighting of LTC prices on the 

Constituent Trading Platforms limits the 


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20The Sponsor updated these rules on January 11, 

2022. 

21The valuation date is any day for which the 

value of the LTC in the Trust may be calculated 

utilizing the Index Price. 

inclusion of data that is influenced by 

temporary price dislocations that may 

result from technical problems, limited 

liquidity or fraudulent activity 

elsewhere in the LTC spot market. By 

referencing multiple trading venues and 

weighting them based on trade activity, 

the Sponsors believe that the impact of 

any potential fraud, manipulation or 

anomalous trading activity occurring on 

any single venue is reduced. 

If the Index Price becomes 

unavailable, or if the Sponsor 

determines in good faith that such Index 

Price does not reflect an accurate price 

for LTC, then the Sponsor will, on a best 

efforts basis, contact the Index Provider 

to obtain the Index Price directly from 

the Index Provider. If after such contact 

such Index Price remains unavailable or 

the Sponsor continues to believe in 

good faith that such Index Price does 

not reflect an accurate price for LTC, 

then the Sponsor will employ a 

cascading set of rules to determine the 

Index Price, as described below in 

‘‘Determination of the Index Price When 

Index Price is Unavailable.’’ 

The Trust values its LTC for 

operational purposes by reference to the 

Index Price. The Index Price is the value 

of LTC as represented by the Index, 

calculated at 4:00 p.m., New York time, 

on each business day. 

Illustrative Example 

For the purposes of illustration, 

outlined below are examples of how the 

attributes that impact weighting and 

adjustments in the aforementioned 

methodology may be utilized to generate 

the Index Price for a digital asset. For 

example, Constituent Trading Platforms 

used to calculate the Index Price of the 

digital asset may include trading 

platforms such as Coinbase, Kraken, 

LMAX Digital, and Crypto.com. 

The Index Price algorithm, as 

described above, accounts for 

manipulation at the outset by only 

including data from executed trades on 

Constituent Trading Platforms that 

charge trading fees. Then, the belowlisted elements may impact the 

weighting of the Constituent Trading 

Platforms on the Index Price as follows: 

• Volume Weighting: Each 

Constituent Trading Platform will be 

weighted to appropriately reflect the 

trading volume share of the Constituent 

Trading Platform relative to all the 

Constituent Trading Platforms during 

this same period. For example, an 

average hourly weighting of 67.06%, 

14.57%, 11.88%, and 6.49% for 

Coinbase, Kraken, LMAX Digital, and 

Crypto.com, respectively, would 

represent each Constituent Trading 

Platform’s share of trading volume 

during the same period. 

• Inactivity Adjustment: Assume that 

a Constituent Trading Platform 

represented a 14% weighting on the 

Index Price of the digital asset, which is 

based on the per-second calculations of 

its trading volume and price-variance 

relative to the cohort of Constituent 

Trading Platforms included in such 

Index, and then went offline for 

approximately two hours. The index 

algorithm would automatically 

recognize inactivity and start deweighting the Constituent Trading 

Platform at the 3-minute mark and 

continue to do so over a 7-minute 

period until its influence was effectively 

zero, 10 minutes after becoming 

inactive. As soon as trading activity 

resumed at the Constituent Trading 

Platform, the index algorithm would reweight it to the appropriate weighting 

based on trading volume and pricevariance relative to the cohort of 

Constituent Trading Platforms included 

in the Index. Due to the period of 

inactivity, it would re-weight the 

Constituent Trading Platform activity to 

a weight lower than its original 

weighting—for example, to 12%. 

• Price-Variance Weighting: The 

price-variance weighting adjustment is a 

relative measure of each Constituent 

Trading Platform versus the cohort of 

Constituent Trading Platforms. The 

further the price at a Constituent 

Trading Platform is from the mean price 

of the cohort, the less influence that 

trading platform’s price will have on the 

algorithm that produces the Index Price, 

as the trading platform data is discretely 

weighted in proportion to their variance 

from the rest of the trading platforms on 

a per-second basis and there is no 

minimum threshold the variance must 

meet for this adjustment to take place. 

For example, assume that for a one-hour 

period, the digital asset’s execution 

prices on one Constituent Trading 

Platform were trading more than 7% 

higher than the average execution prices 

on another Constituent Trading 

Platform. The algorithm will 

automatically detect the anomaly (price 

variance) and reduce that specific 

Constituent Trading Platform’s 

weighting during that one-hour period, 

ensuring a reliable spot reference price 

that is unaffected by the localized event 

and that is reflective of broader market 

activity. 

Determination of the Index Price When 

Index Price Is Unavailable 

The Sponsor uses the following 

cascading set of rules to calculate the 

Index Price when the Index Price is 

unavailable.20 For the avoidance of 

doubt, the Sponsor will employ the 

below rules sequentially and in the 

order as presented below, should one or 

more specific rule(s) fail: 

1. Index Price = The price set by the 

Index as of 4:00 p.m., New York time, 

on the valuation date.21 If the Index 

becomes unavailable, or if the Sponsor 

determines in good faith that the Index 

does not reflect an accurate price, then 

the Sponsor will, on a best efforts basis, 

contact the Index Provider to obtain the 

Index Price directly from the Index 

Provider. If after such contact the Index 

remains unavailable or the Sponsor 

continues to believe in good faith that 

the Index does not reflect an accurate 

price, then the Sponsor will employ the 

next rule to determine the Index Price. 

There are no predefined criteria to make 

a good faith assessment and it will be 

made by the Sponsor in its sole 

discretion. 

2. Index Price = The price set by Coin 

Metrics Real-Time Rate (the ‘‘Secondary 

Index’’) as of 4:00 p.m., New York time, 

on the valuation date (the ‘‘Secondary 

Index Price’’). The Secondary Index 

Price is a real-time reference rate price, 

calculated using trade data from 

constituent markets selected by Coin 

Metrics, Inc. (the ‘‘Secondary Index 

Provider’’). The Secondary Index Price 

is calculated by applying weightedmedian techniques to such trade data 

where half the weight is derived from 

the trading volume on each constituent 

market and half is derived from inverse 

price variance, where a constituent 

market with high price variance as a 

result of outliers or market anomalies 

compared to other constituent markets 

is assigned a smaller weight. If the 

Secondary Index becomes unavailable, 

or if the Sponsor determines in good 

faith that the Secondary Index does not 

reflect an accurate price, then the 

Sponsor will, on a best efforts basis, 

contact the Secondary Index Provider to 

obtain the Secondary Index Price 

directly from the Secondary Index 

Provider. If after such contact the 

Secondary Index remains unavailable or 

the Sponsor continues to believe in 

good faith that the Secondary Index 

does not reflect an accurate price, then 

the Sponsor will employ the next rule 

to determine the Index Price. There are 

no predefined criteria to make a good 

faith assessment and it will be made by 

the Sponsor in its sole discretion. 


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22According to the Annual Report, the Litecoin 

Network operates using open-source protocols, 

meaning that any user can download the software, 

modify it and then propose that the users and 

validators of LTC adopt the modification. When a 

modification is introduced and a substantial 

majority of users and validators’ consent to the 

modification, the change is implemented and the 

network remains uninterrupted. However, if less 

than a substantial majority of users and validators’ 

consent to the proposed modification, and the 

modification is not compatible with the software 

prior to its modification, the consequence would be 

what is known as a ‘‘hard fork’’ of the Litecoin 

Network, with one group running the pre-modified 

software and the other running the modified 

software. The effect of such a fork would be the 

existence of two versions of LTC running in 

parallel, yet lacking interchangeability. 

23The Sponsor will provide notice of any such 

changes in the Trust’s periodic or current reports 

and, if the Sponsor makes such a change other than 

on an ad hoc or temporary basis, will file a 

proposed rule change with the Commission. 

24See Securities Exchange Act Release Nos. 

83723 (July 26, 2018), 83 FR 37579 (August 1, 2018) 

(SR–BatsBZX–2016–30) (Order Setting Aside 

Action by Delegated Authority and Disapproving a 

Proposed Rule Change, as Modified by 

Amendments No. 1 and 2, To List and Trade Shares 

of the Winklevoss Bitcoin Trust) (the ‘‘Winklevoss 

Order’’); 87267 (October 9, 2019), 84 FR 55382 

(October 16, 2019) (SR–NYSEArca–2019–01) (Order 

Disapproving a Proposed Rule Change, as Modified 

by Amendment No. 1, Relating to the Listing and 

Trading of Shares of the Bitwise Bitcoin ETF Trust 

Under NYSE Arca Rule 8.201–E) (the ‘‘Bitwise 

Order’’); 88284 (February 26, 2020), 85 FR 12595 

(March 3, 2020) (SR–NYSEArca–2019–39) (Order 

Disapproving a Proposed Rule Change, as Modified 

by Amendment No. 1, to Amend NYSE Arca Rule 

8.201–E (Commodity-Based Trust Shares) and to 

List and Trade Shares of the United States Bitcoin 

and Treasury Investment Trust Under NYSE Arca 

Rule 8.201–E) (the ‘‘Wilshire Phoenix Order’’); 

83904 (August 22, 2018), 83 FR 43934 (August 28, 

2018) (SR–NYSEArca–2017–139) (Order 

Disapproving a Proposed Rule Change to List and 

Trade the Shares of the ProShares Bitcoin ETF and 

the ProShares Short Bitcoin ETF); 83912 (August 

22, 2018), 83 FR 43912 (August 28, 2018) (SR– 

NYSEArca–2018–02) (Order Disapproving a 

Proposed Rule Change Relating to Listing and 

Trading of the Direxion Daily Bitcoin Bear 1X 

Shares, Direxion Daily Bitcoin 1.25X Bull Shares, 

Direxion Daily Bitcoin 1.5X Bull Shares, Direxion 

Daily Bitcoin 2X Bull Shares, and Direxion Daily 

Bitcoin 2X Bear Shares Under NYSE Arca Rule 

8.200–E); 83913 (August 22, 2018), 83 FR 43923 

(August 28, 2018) (SR–CboeBZX–2018–01) (Order 

Disapproving a Proposed Rule Change to List and 

Trade the Shares of the GraniteShares Bitcoin ETF 

and the GraniteShares Short Bitcoin ETF) (together, 

the ‘‘Prior Spot Digital Asset ETP Disapproval 

Orders’’). 

25See Bitwise Order, 84 FR at 55383 (discussing 

analysis of the Bitcoin spot market that asserts that 

3. Index Price = The price set by the 

Trust’s principal market (as defined in 

the Annual Report) (the ‘‘Tertiary 

Pricing Option’’) as of 4:00 p.m., New 

York time, on the valuation date. The 

Tertiary Pricing Option is a spot price 

derived from the principal market’s 

public data feed that is believed to be 

consistently publishing pricing 

information as of 4:00 p.m., New York 

time, and is provided to the Sponsor via 

an application programming interface. If 

the Tertiary Pricing Option becomes 

unavailable, or if the Sponsor 

determines in good faith that the 

Tertiary Pricing Option does not reflect 

an accurate price, then the Sponsor will, 

on a best efforts basis, contact the 

Tertiary Pricing Provider to obtain the 

Tertiary Pricing Option directly from 

the Tertiary Pricing Provider. If after 

such contact the Tertiary Pricing Option 

remains unavailable after such contact 

or the Sponsor continues to believe in 

good faith that the Tertiary Pricing 

Option does not reflect an accurate 

price, then the Sponsor will employ the 

next rule to determine the Index Price. 

There are no predefined criteria to make 

a good faith assessment and it will be 

made by the Sponsor in its sole 

discretion. 

4. Index Price = The Sponsor will use 

its best judgment to determine a good 

faith estimate of the Index Price. There 

are no predefined criteria to make a 

good faith assessment and it will be 

made by the Sponsor in its sole 

discretion. 

In the event of a fork, the Index 

Provider may calculate the Index Price 

based on a digital asset that the Sponsor 

does not believe to be an appropriate 

asset of the Trust (i.e., a digital asset 

other than LTC).22 In this event, the 

Sponsor has full discretion to use a 

different index provider or calculate the 

Index Price itself using its best 

judgment. In such an event, the 

Exchange will submit a proposed rule 

filing to contemplate the assets that 

would subsequently be held by the 

Trust. 

The Sponsor may, in its sole 

discretion, select a different index 

provider, select a different index price 

provided by the Index Provider, 

calculate the Index Price by using the 

cascading set of rules set forth above, or 

change the cascading set of rules set 

forth above at any time.23

The Structure and Operation of the 

Trust Protects Investors and Satisfies 

Commission Requirements for LTCBased Exchange Traded Products 

The Sponsors believe the Commission 

should approve the listing and trading 

of Shares of the Trust. In the context of 

prior spot digital asset ETP proposal 

disapproval orders for Bitcoin and 

Ethereum, the Commission expressed 

concerns about the underlying Digital 

Asset Market due to the potential for 

fraud and manipulation and has 

outlined the reasons why such ETP 

proposals have been unable to satisfy 

these concerns.24 For purposes of the 

Trust’s LTC-based ETP proposal, the 

Sponsors anticipate that the 

Commission may have the same 

concerns and addresses each of these in 

turn below. 

In the Prior Spot Digital Asset ETP 

Disapproval Orders, the Commission 

outlined that a proposal relating to a 

digital asset-based ETP could satisfy its 

concerns regarding potential for fraud 

and manipulation by demonstrating: 

(1) Inherent Resistance to Fraud and 

Manipulation: that the underlying 

commodity market is inherently 

resistant to fraud and manipulation; 

(2) Other Means to Prevent Fraud and 

Manipulation: that there are other 

means to prevent fraudulent and 

manipulative acts and practices that are 

sufficient; or 

(3) Surveillance Sharing: that the 

listing exchange has entered into a 

surveillance sharing agreement with a 

regulated market of significant size 

relating to the underlying or reference 

assets. 

As described below, the Sponsors 

believe the structure and operation of 

the Trust are designed to prevent 

fraudulent and manipulative acts and 

practices, to protect investors and the 

public interest, and to respond to the 

specific concerns that the Commission 

may have with respect to potential fraud 

and manipulation in the context of an 

LTC-based ETP. 

How the Trust Meets Standards in the 

Prior Spot Digital Asset ETP 

Disapproval Orders 

1. Resistance to or Prevention of Fraud 

and Manipulation 

In the Prior Spot Digital Asset ETP 

Disapproval Orders, the Commission 

disagreed with the proposition that a 

digital asset’s fungibility, 

transportability and exchange 

tradability combine to provide unique 

protections against, and allow such 

digital asset to be uniquely resistant to, 

attempts at price manipulation. The 

Commission reached its conclusion 

based on concessions by one issuer that 

95% of the reported trading in the 

underlying digital asset at issue, Bitcoin, 

is ‘‘fake’’ or non-economic, effectively 

admitting that the properties of Bitcoin 

do not make it inherently resistant to 

manipulation. Such issuer’s concessions 

were further compounded by evidence 

of potential and actual fraud and 

manipulation in the historical trading of 

Bitcoin on certain marketplaces such as 

(1) ‘‘wash’’ trading, (2) trading based on 

material, non-public information, 

including the dissemination of false and 

misleading information, (3) 

manipulative activity involving Tether, 

and (4) fraud and manipulation.25


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95% of the spot market is dominated by fake and 

non-economic activity, such as wash trades), 55391 

(discussing possible sources of fraud and 

manipulation in the bitcoin spot market). See also 

Winklevoss Order, 83 FR at 37585–86 (discussing 

pending litigation against a Bitcoin trading platform 

for fraudulent conduct relating to Tether); Bitwise 

Order, 84 FR at 55391 n.140, 55402 & n.331 (same); 

Winklevoss Order, 83 FR at 37584–86 (discussing 

potential types of manipulation in the Bitcoin spot 

market). The Commission has also noted that fraud 

and manipulation in the Bitcoin spot market could 

persist for a significant duration. See, e.g., Bitwise 

Order, 84 FR at 55405 & n.379. 

26See generally Bitwise Order. 

27See Winklevoss Order, 84 FR at 37580, 37582– 

91; Bitwise Order, 84 FR at 55383, 55385–406; 

Wilshire Phoenix Order, 85 FR at 12597. 

28See Winklevoss Order, 84 FR at 37582; 

Wilshire Phoenix Order, 85 FR at 12597. 

29SEC, ‘‘Investor Bulletin: Exchange-Traded 

Funds (ETFs),’’ August 2012, https://www.sec.gov/ 

investor/alerts/etfs.pdf. 

30Commodity Futures Trading Commission 

(‘‘CFTC’’), ‘‘History of the CFTC,’’ https://

www.cftc.gov/About/HistoryoftheCFTC/history_

precftc.html. 

31 ‘‘U.S.-Compliant Trading Platforms’’ are 

trading platforms in the Digital Asset Trading 

Platform Market that are compliant with applicable 

U.S. federal and state licensing requirements and 

practices regarding AML and KYC regulations. All 

Constituent Trading Platforms are U.S.-Compliant 

Trading Platforms. 

‘‘Non-U.S.-Compliant Trading Platforms’’ are all 

other trading platforms in the Digital Asset Trading 

Platform Market. 

As of the date of this filing, the U.S.-Compliant 

Trading Platforms that the Index Provider 

considered for inclusion in the Index were Bitfinex, 

Bitstamp, Coinbase, Crypto.com, Kraken and LMAX 

Digital. 

From these U.S.-Compliant Trading Platforms, 

the Index Provider then applies additional 

Inclusion Criteria to determine the Constituent 

Trading Platforms. 

The Sponsors acknowledge the 

possibility that fraud and manipulation 

may exist in commodity markets and 

that digital asset trading on any given 

trading platform may be no more 

uniquely resistant to fraud and 

manipulation than other commodity 

markets.26 However, the Sponsors 

believe that the fundamental features of 

digital assets, including fungibility, 

transportability and exchange 

tradability offer novel protections 

beyond those that exist in traditional 

commodity markets or equity markets 

when combined with other means, as 

discussed further below. 

Further, the Sponsors believe that 

LTC in particular is arguably less 

susceptible to manipulation than other 

commodities that underlie ETPs; there 

may be inside information relating to 

the supply of the physical commodity 

such as the discovery of new sources of 

supply or significant disruptions at 

mining facilities that supply the 

commodity that simply are inapplicable 

to LTC. The Sponsors also believe that 

the fragmentation across LTC trading 

platforms, the relatively slow speed of 

transactions, and the capital necessary 

to maintain a significant presence on 

each trading platform make 

manipulation of LTC prices through 

continuous trading activity unlikely. 

Moreover, the linkage between the LTC 

markets and the presence of arbitrageurs 

in those markets means that the 

manipulation of the price of LTC price 

on any single venue would require 

manipulation of the global LTC price in 

order to be effective. Arbitrageurs must 

have funds distributed across multiple 

LTC trading platforms in order to take 

advantage of temporary price 

dislocations, thereby making it unlikely 

that there will be strong concentration 

of funds on any particular LTC trading 

platform. As a result, the potential for 

manipulation on a particular LTC 

trading platform would require 

overcoming the liquidity supply of such 

arbitrageurs who are effectively 

eliminating any cross-market pricing 

differences. For all of these reasons, the 

Sponsors believe that LTC is not 

particularly susceptible to 

manipulation, especially as compared to 

other approved ETP reference assets. 

2. Other Means To Prevent Fraud and 

Manipulation 

The Commission has recognized that 

a listing exchange could demonstrate 

that other means to prevent fraudulent 

and manipulative acts and practices are 

sufficient to justify dispensing with the 

requisite surveillance-sharing 

agreement.27 In evaluating the 

effectiveness of this type of resistance, 

the Commission does not apply a 

‘‘cannot be manipulated’’ standard. 

Instead, the Commission requires that 

such resistance to fraud and 

manipulation be novel and beyond 

those protections that exist in 

traditional commodity markets or equity 

markets for which the Commission has 

long required surveillance-sharing 

agreements in the context of listing 

derivative securities products.28

The Sponsors believe the Index 

represents a novel means to prevent 

fraud and manipulation from impacting 

a reference price for LTC and that it 

offers protections beyond those that 

exist in traditional commodity markets 

or equity markets. The Index operates 

materially similarly to CoinDesk Bitcoin 

Price Index (XBX). Specifically, digital 

assets, such as LTC, are novel and exist 

outside traditional commodity markets. 

It therefore stands to reason that the 

methods by which they trade will be 

novel and that the market for digital 

assets like LTC will have different 

attributes than traditional commodity 

markets. Digital assets like LTC were 

only introduced within the past decade, 

twenty years after the first U.S. ETFs 

were offered 29 and 150 years after the 

first futures were offered.30 In contrast 

to older commodities such as gold, 

silver, platinum, palladium or copper, 

which the Commission has noted all 

had at least one significant, regulated 

market for trading futures on the 

underlying commodity at the time 

commodity trust ETPs were approved 

for listing and trading, the first trading 

in digital assets like LTC took place 

entirely in an open, transparent and 

online setting where other commodities 

cannot trade. 

The Trust has priced its Shares 

consistently for more than six years 

based on the Index. The Sponsors 

believe the Trust’s use of the Index 

specifically addresses the Commission’s 

concerns in that the Index serves as an 

alternative means to prevent fraud and 

manipulation. Specifically, the Index 

can (i) mitigate the effects of fraud, 

manipulation and other anomalous 

trading activity on the LTC reference 

rate, (ii) provide a real-time, volumeweighted fair value of LTC and (iii) 

appropriately handle and adjust for nonmarket related events. 

As described in more detail below, 

the Sponsors believe that the Index 

accomplishes those objectives in the 

following ways: 

1. The Index tracks the Digital Asset 

Trading Platform Market price through 

trading activity at ‘‘U.S.-Compliant 

Trading Platforms’’; 31

2. The Index mitigates the impact of 

instances of fraud, manipulation and 

other anomalous trading activity in realtime through systematic adjustments; 

3. The Index is constructed and 

maintained by an expert third-party 

index provider, allowing for prudent 

handling of non-market-related events; 

and 

4. The Index mitigates the impact of 

instances of fraud, manipulation and 

other anomalous trading activity 

concentrated on any one specific trading 

platform through a cross-trading 

platform composite index rate. 

1. The Index tracks the Digital Asset 

Trading Platform Market price through 

trading activity at ‘‘U.S.-Compliant 

Trading Platforms.’’ 

To reduce the risk of fraud, 

manipulation, and other anomalous 

trading activity from impacting the 

Index, only U.S.-Compliant Trading 

Platforms are eligible to be included in 

the Index. 

The Index maintains a minimum 

number of three trading platforms and a 


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32According to the Sponsors, the more trading 

platforms included in the Index, the more ability 

there is for traders and market makers to trade 

against the Index by arbitraging price differences. 

For example, in the event of variances between LTC 

prices on Constituent Trading Platforms and nonConstituent Trading Platforms, arbitrage trading 

opportunities would exist. These discrepancies 

generally consolidate over time, as price differences 

across trading platforms are realized and capitalized 

upon by traders and market makers. 

33See, e.g., ‘‘DFS Takes Action to Deter Fraud and 

Manipulation in Virtual Currency Markets,’’ 

available at: https://www.dfs.ny.gov/about/press/ 

pr1802071.htm. 

34See ‘‘New York’s Final ‘‘BitLicense’’ Rule: 

Overview and Changes from July 2014 Proposal,’’ 

June 5, 2015, Davis Polk, available at: https://

www.davispolk.com/files/new_yorks_final_

bitlicense_rule_overview_changes_july_2014_

proposal.pdf. 

35As of the date of this filing, two of the six 

Constituent Trading Platforms, Bitstamp and 

Coinbase, are regulated by NYDFS. 

36See BSA Requirements for MSBs, FinCEN 

website: https://www.fincen.gov/bsarequirementsmsbs. 

37See Bitwise Order, 84 FR at 55392; Wilshire 

Phoenix Order, 85 FR at 12603. 

maximum number of five trading 

platforms to track the Digital Asset 

Trading Platform Market while offering 

replicability for traders and market 

makers.32

U.S.-Compliant Trading Platforms 

possess safeguards that protect against 

fraud and manipulation. For example, 

U.S.-Compliant Trading Platforms 

regulated by the NYDFS under the 

BitLicense program have regulatory 

requirements to implement measures 

designed to effectively detect, prevent, 

and respond to fraud, attempted fraud, 

market manipulation, and similar 

wrongdoing, and to monitor, control, 

investigate and report back to the 

NYDFS regarding any wrongdoing.33

These trading platforms also have the 

following obligations: 34

• Submission of audited financial 

statements including income 

statements, statements of assets/ 

liabilities, insurance, and banking; 

• Compliance with capitalization 

requirements set at NYDFS’s discretion; 

• Prohibitions against the sale or 

encumbrance to protect full reserves of 

custodian assets; 

• Fingerprints and photographs of 

employees with access to customer 

funds; 

• Retention of a qualified Chief 

Information Security Officer and annual 

penetration testing/audits; 

• Documented business continuity 

and disaster recovery plan, 

independently tested annually; and 

• Participation in an independent 

exam by NYDFS. 

Other U.S.-Compliant Trading 

Platforms have voluntarily implemented 

measures to protect against common 

forms of market manipulation.35

Furthermore, all U.S.-Compliant 

Trading Platforms are considered MSBs 

that are subject to FinCEN’s federal and 

state reporting requirements that 

provide additional safeguards. For 

example, unscrupulous traders may be 

less likely to engage in fraudulent or 

manipulative acts and practices on 

trading platforms that (1) report 

suspicious activity to FinCEN as money 

services businesses, (2) report to state 

regulators as money transmitters, and/or 

(3) require customer identification 

through KYC procedures. U.S.- 

Compliant Trading Platforms are 

required to: 36

• Identify people with ownership 

stakes or controlling roles in the MSB; 

• Establish a formal Anti-Money 

Laundering (AML) policy in place with 

documentation, training, independent 

review, and a named compliance officer; 

• Implement strict customer 

identification and verification policies 

and procedures; 

• File Suspicious Activity Reports 

(SARs) for suspicious customer 

transactions; 

• File Currency Transaction Reports 

(CTRs) for cash-in or cash-out 

transactions greater than $10,000; and 

• Maintain a five-year record of 

currency exchanges greater than $1,000 

and money transfers greater than $3,000. 

The Sponsors acknowledge that there 

are substantial differences between 

FinCEN and New York state regulations 

and the Commission’s regulation of the 

national securities exchanges.37 The 

Sponsors do not believe the inclusion of 

U.S.-Compliant Trading Platforms is in 

and of itself sufficient to prove that the 

Index is an alternative means to prevent 

fraud and manipulation such that 

surveillance sharing agreements are not 

required, but do believe that the 

inclusion of only U.S.-Compliant 

Trading Platforms in the Index is one 

significant way in which the Index is 

protected from the potential impacts of 

fraud and manipulation. 

2. The Index mitigates the impact of 

instances of fraud, manipulation, and 

other anomalous trading activity in realtime through systematic adjustments. 

The Index is calculated once every 

second according to a systematic 

methodology that relies on observed 

trading activity on the Constituent 

Trading Platforms. While the precise 

methodology underlying the Index is 

currently proprietary, the key elements 

of the Index are outlined below: 

• Volume Weighting: Constituent 

Trading Platforms with greater liquidity 

receive a higher weighting in the Index, 

increasing the ability to execute against 

(i.e., replicate) the Index in the 

underlying spot markets. 

• Price-Variance Weighting: The 

Index reflects data points that are 

discretely weighted in proportion to 

their variance from the rest of the 

Constituent Trading Platforms. As the 

price at a Constituent Trading Platform 

diverges from the prices at the rest of 

the Constituent Trading Platforms, its 

weight in the Index consequently 

decreases. 

• Inactivity Adjustment: The Index 

algorithm penalizes stale activity from 

any given Constituent Trading Platform. 

When a Constituent Trading Platform 

does not have recent trading data, its 

weighting in the Index is gradually 

reduced, until it is de-weighted entirely. 

Similarly, once trading activity at the 

Constituent Trading Platform resumes, 

the corresponding weighting for that 

Constituent Trading Platform is 

gradually increased until it reaches the 

appropriate level. 

• Manipulation Resistance: In order 

to mitigate the effects of wash trading 

and order book spoofing, the Index only 

includes executed trades in its 

calculation. Additionally, the Index 

only includes Constituent Trading 

Platforms that charge trading fees to its 

users in order to attach a real, 

quantifiable cost to any manipulation 

attempts. 

The Index Provider reviews and 

periodically updates the Constituent 

Trading Platforms included in the Index 

by utilizing a methodology that is 

guided by the IOSCO principles for 

financial benchmarks. 

3. The Index is constructed and 

maintained by an expert third-party 

index provider, allowing for prudent 

handling of non-market-related events. 

The Index Provider reviews and 

periodically updates which trading 

platforms are included in the Index by 

utilizing a methodology that is guided 

by the IOSCO principles for financial 

benchmarks. 

According to the Index methodology, 

for a trading platform to become a 

Constituent Trading Platform, it must 

satisfy each of the following Inclusion 

Criteria: 

• Sufficient USD or USDC liquidity 

relative to the size of the listed assets; 

• No evidence in the past 12 months 

of trading restrictions on individuals or 

entities that would otherwise meet the 

trading platform’s eligibility 

requirements to trade; 

• No evidence in the past 12 months 

of undisclosed restrictions on deposits 

or withdrawals from user accounts; 

• Real-time price discovery; 

• Limited or no capital controls; 


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38To the extent any such intervention has a 

material impact on the Trust, the Sponsor will also 

issue a public announcement. 

39A ‘‘Liquidity Provider’’ means one or more 

eligible companies that facilitate the purchase and 

sale of LTC in connection with creations or 

redemptions pursuant to Cash Orders. The 

Liquidity Providers with which Grayscale 

Investments Sponsors, LLC, acting other than in its 

capacity as the Sponsor (in such other capacity, the 

Continued 

• Transparent ownership including a 

publicly-known ownership entity; 

• Publicly available language and 

policies addressing legal and regulatory 

compliance in the U.S., including KYC, 

AML and other policies designed to 

comply with relevant regulations that 

might apply to it; 

• Be a trading platform that is 

licensed and able to service investors in 

one or more of the following 

jurisdictions: 

Æ United States, 

Æ United Kingdom, 

Æ European Union, 

Æ Hong Kong, 

Æ Singapore; and 

• Offer programmatic spot trading of 

the trading pair and reliably publish 

trade prices and volumes on a real-time 

basis through Rest and Websocket APIs. 

Although the Index methodology is 

designed to operate without any human 

interference, rare events would justify 

manual intervention. Manual 

intervention would only be in response 

to ‘‘non-market-related events’’ (e.g., 

halting of deposits or withdrawals of 

funds, unannounced closure of trading 

platform operations, insolvency, 

compromise of user funds, etc.). In the 

event that such an intervention is 

necessary, the Index Provider would 

issue a public announcement through 

its website, API and other established 

communication channels with its 

clients.38

4. The Index mitigates the impact of 

instances of fraud, manipulation and 

other anomalous trading activity 

concentrated on any one specific 

trading platform through a cross-trading 

platform composite index rate. 

The Index is based on the price and 

volume data of multiple U.S.-Compliant 

Trading Platforms that satisfy the Index 

Provider’s Inclusion Criteria. By 

referencing multiple trading venues and 

weighting them based on trade activity, 

the impact of any potential fraud, 

manipulation, or anomalous trading 

activity occurring on any single venue is 

reduced. Specifically, the effects of 

fraud, manipulation, or anomalous 

trading activity occurring on any single 

venue are de-weighted and 

consequently diluted by non-anomalous 

trading activity from other Constituent 

Trading Platforms. 

Although the Index is designed to 

accurately capture the market price of 

LTC, third parties may be able to 

purchase and sell LTC on public or 

private markets not included among the 

constituent Digital Asset Trading 

Platforms of the Index, and such 

transactions may take place at prices 

materially higher or lower than the 

Index Price. Moreover, there may be 

variances in the prices of LTC on the 

various Digital Asset Trading Platforms, 

including as a result of differences in fee 

structures or administrative procedures 

on different Digital Asset Trading 

Platforms. For example, based on data 

provided by the Index Provider, on any 

given day during the twelve months 

ended September 30, 2024, the 

maximum differential between the 4:00 

p.m., New York time spot price of any 

single Digital Asset Trading Platform 

included in the Index and the Index 

Price was 2.27% and the average of the 

maximum differentials of the 4:00 p.m., 

New York time spot price of each Digital 

Asset Trading Platform included in the 

Index and the Index Price was 0.85%. 

During this same period, the average 

differential between the 4:00 p.m., New 

York time spot prices of all the Digital 

Asset Trading Platforms included in the 

Index and the Index Price was 0.004%. 

All Digital Asset Trading Platforms that 

were included in the Index throughout 

the period were considered in this 

analysis. 

Since March 1, 2018, the Trust has 

consistently priced its Shares at 4:00 

p.m., E.T. based on the Index Price. 

While that pricing would be known to 

the market, the Sponsors believe that, 

even if efforts to manipulate the price of 

LTC at 4:00 p.m., E.T. were successful 

on any trading platform, such activity 

would have had a negligible effect on 

the pricing of the Trust, due to the 

controls embedded in the structure of 

the Index. 

Accordingly, the Sponsors believe 

that the Index has proven its ability to 

(i) mitigate the effects of fraud, 

manipulation and other anomalous 

trading activity on the LTC reference 

rate, (ii) provide a real-time, volumeweighted fair value of LTC and (iii) 

appropriately handle and adjust for nonmarket related events. For these reasons, 

the Sponsors believe that the Index 

represents an effective alternative means 

to prevent fraud and manipulation and 

the Trust’s reliance on the Index 

addresses the Commission’s concerns 

with respect to potential fraud and 

manipulation. 

* * * * * 

In summary, the Sponsors believe that 

the foregoing addresses concerns the 

Commission may have with respect to 

LTC-based ETPs, based on the 

Commission’s articulated concerns with 

respect to potential fraud and 

manipulation in Bitcoin-based ETPs. 

Specifically, the Sponsors believe that, 

although LTC is not itself inherently 

resistant to fraud and manipulation, the 

Index represents an effective means to 

prevent fraudulent and manipulative 

acts and practices. As discussed above, 

the Trust has used the Index to price the 

Shares for more than six years, and the 

Index has proven its ability to (i) 

mitigate the effects of fraud, 

manipulation and other anomalous 

trading activity on the LTC reference 

rate, (ii) provide a real-time, volumeweighted fair value of LTC and (iii) 

appropriately handle and adjust for nonmarket related events. 

Creation and Redemption of Shares 

Authorized Participants may submit 

orders to create or redeem Shares under 

procedures for ‘‘Cash Orders.’’ 

The Authorized Participants will 

deliver only cash to create Shares and 

will receive only cash when redeeming 

Shares. Further, Authorized Participants 

will not directly or indirectly purchase, 

hold, deliver, or receive LTC as part of 

the creation or redemption process or 

otherwise direct the Trust or a third 

party with respect to purchasing, 

holding, delivering, or receiving LTC as 

part of the creation or redemption 

process. 

The Trust will create Shares by 

receiving LTC from a third party that is 

not the Authorized Participant, and the 

Trust, or an affiliate of the Trust (and in 

any event not the Authorized 

Participant), is responsible for selecting 

the third party to deliver the LTC. 

Further, the third party will not be 

acting as an agent of the Authorized 

Participant with respect to the delivery 

of the LTC to the Trust nor acting at the 

direction of the Authorized Participant 

with respect to the delivery of the LTC 

to the Trust. The Trust will redeem 

Shares by delivering LTC to a third 

party that is not the Authorized 

Participant, and the Trust, or an affiliate 

of the Trust (and in any event not the 

Authorized Participant), is responsible 

for selecting the third party to receive 

the LTC. Further, the third party will 

not be acting as an agent of the 

Authorized Participant with respect to 

the receipt of the LTC from the Trust 

nor acting at the direction of the 

Authorized Participant with respect to 

the receipt of the LTC from the Trust. 

Cash Orders are made through the 

participation of a Liquidity Provider 39


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‘‘Liquidity Engager’’) will engage in LTC 

transactions are third parties that are not affiliated 

with the Sponsor or the Trust and are not acting as 

agents of the Trust, the Sponsor, or any Authorized 

Participant, and all transactions will be done on an 

arms-length basis. Except for the contractual 

relationships between each Liquidity Provider and 

Grayscale Investments Sponsors, LLC in its capacity 

as the Liquidity Engager, there is no contractual 

relationship between each Liquidity Provider and 

the Trust, the Sponsor, or any Authorized 

Participant. When seeking to buy LTC in 

connection with creations or sell LTC in connection 

with redemptions, the Liquidity Engager will seek 

to obtain commercially reasonable prices and terms 

from the approved Liquidity Providers. Once agreed 

upon, the transaction will generally occur on an 

‘‘over-the-counter’’ basis. 

40With respect to a creation or redemption 

pursuant to an Actual Execution Cash Order, as 

between the Trust and an Authorized Participant, 

the Authorized Participant is responsible for the 

dollar cost of the difference between the LTC price 

utilized in calculating Total Basket NAV on the 

trade date and the price at which the Trust acquires 

or disposes of the LTC on the settlement date. If the 

price realized in acquiring or disposing of the 

corresponding Total Basket Amount is higher than 

the Total Basket NAV, the Authorized Participant 

will bear the dollar cost of such difference, in the 

case of a creation, by delivering cash in the amount 

of such shortfall (the ‘‘Additional Creation Cash’’) 

to the Cash Account or, in the case of a redemption, 

with the amount of cash to be delivered to the 

Authorized Participant being reduced by the 

amount of such difference (the ‘‘Redemption Cash 

Shortfall’’). If the price realized in acquiring the 

corresponding Total Basket Amount is lower than 

the Total Basket NAV, the Authorized Participant 

will benefit from such difference, with the Trust 

promptly returning cash in the amount of such 

excess (the ‘‘Excess Creation Cash’’) to the 

Authorized Participant. 

41Unless the Sponsor determines otherwise in its 

sole discretion based on market conditions and 

other factors existing at the time of such Cash 

Order, all creations and redemptions pursuant to 

Cash Orders are expected to be executed as Variable 

Fee Cash Orders, and any price differential of LTC 

between the trade date and the settlement date will 

be borne solely by the Liquidity Provider until such 

LTC have been received by the Trust. 

who obtains or receives LTC in 

exchange for cash, and are facilitated by 

the Transfer Agent and Grayscale 

Investments Sponsors, LLC, acting in its 

capacity as the Liquidity Engager. 

Liquidity Providers are not party to the 

Participant Agreements (as defined 

below) and are engaged separately by 

the Liquidity Engager. 

According to the Registration 

Statement, the Trust creates Baskets (as 

described below) of Shares only upon 

receipt of LTC and redeems Shares only 

by distributing LTC. ‘‘Authorized 

Participants’’ are the only persons that 

may place orders to create and redeem 

Baskets. Each Authorized Participant 

must (i) be a registered broker-dealer 

and (ii) enter into an agreement with the 

Sponsor and Transfer Agent that 

provides the procedures for the creation 

and redemption of Baskets and for the 

delivery of LTC required for the creation 

and redemption of Baskets via a 

Liquidity Provider (each, a ‘‘Participant 

Agreement’’). An Authorized Participant 

may act for its own account or as agent 

for broker-dealers, custodians and other 

securities market participants that wish 

to create or redeem Baskets. 

Shareholders who are not Authorized 

Participants will only be able to create 

or redeem their Shares through an 

Authorized Participant. 

The Trust issues Shares to and 

redeems Shares from Authorized 

Participants on an ongoing basis, but 

only in one or more ‘‘Baskets’’ (with a 

Basket being a block of 10,000 Shares). 

The Trust will not issue fractions of a 

Basket. 

The creation and redemption of 

Baskets will be made only in exchange 

for the delivery to the Trust, or the 

distribution by the Trust, of the number 

of whole and fractional LTC represented 

by each Basket being created or 

redeemed, which is determined by 

dividing (x) the number of LTC owned 

by the Trust at 4:00 p.m., New York 

time, on the trade date of a creation or 

redemption order, after deducting the 

number of LTC representing the U.S. 

dollar value of accrued but unpaid fees 

and expenses of the Trust (converted 

using the Index Price at such time, and 

carried to the eighth decimal place), by 

(y) the number of Shares outstanding at 

such time (with the quotient so obtained 

calculated to one one-hundredmillionth of one LTC (i.e., carried to the 

eighth decimal place)), and multiplying 

such quotient by 10,000 (the ‘‘Basket 

Amount’’). The U.S. dollar value of a 

Basket is calculated by multiplying the 

Basket Amount by the Index Price as of 

the trade date (the ‘‘Basket NAV’’). The 

Basket NAV multiplied by the number 

of Baskets being created or redeemed is 

referred to as the ‘‘Total Basket NAV.’’ 

All questions as to the calculation of the 

Basket Amount will be conclusively 

determined by the Sponsor and will be 

final and binding on all persons 

interested in the Trust. The number of 

LTC represented by a Share will 

gradually decrease over time as the 

Trust’s LTC are used to pay the Trust’s 

expenses. As of September 30, 2024, 

each Share represented approximately 

0.0848 of one LTC. 

The creation of Baskets requires the 

delivery by the Authorized Participant 

of a cash amount equivalent to the Total 

Basket Amount and the redemption of 

Baskets requires the distribution to the 

Authorized Participant of a cash amount 

equivalent to the Total Basket Amount. 

Although the Trust creates Baskets 

only upon the receipt of LTC, and 

redeems Baskets only by distributing 

LTC, an Authorized Participant will 

submit Cash Orders, pursuant to which 

the Authorized Participant will deposit 

cash with, or accept cash from, the 

Transfer Agent in connection with the 

creation and redemption of Baskets. 

Cash Orders will be facilitated by the 

Transfer Agent and Liquidity Engager, 

acting other than in its capacity as 

Sponsor. On an order-by-order basis, the 

Liquidity Engager will engage one or 

more Liquidity Providers to obtain or 

receive LTC in exchange for cash in 

connection with such order, as 

described in more detail below. 

Unless the Sponsor requires that a 

Cash Order be effected at actual 

execution prices (an ‘‘Actual Execution 

Cash Order’’),40 each Authorized 

Participant that submits a Cash Order to 

create or redeem Baskets (a ‘‘Variable 

Fee Cash Order’’) 41 will pay a fee (the 

‘‘Variable Fee’’) based on the Total 

Basket NAV, and any price differential 

of LTC between the trade date and the 

settlement date will be borne solely by 

the Liquidity Provider until such LTC 

have been received or liquidated by the 

Trust. The Variable Fee is intended to 

cover all of a Liquidity Provider’s 

expenses in connection with the 

creation or redemption order, including 

any LTC trading platform fees that the 

Liquidity Provider incurs in connection 

with buying or selling LTC. The amount 

may be changed by the Sponsor in its 

sole discretion at any time, and 

Liquidity Providers will communicate 

to the Sponsor in advance the Variable 

Fee they would be willing to accept in 

connection with a Variable Fee Cash 

Order, based on market conditions and 

other factors existing at the time of such 

Variable Fee Cash Order. 

Alternatively, the Sponsor may 

require that a Cash Order be effected as 

an Actual Execution Cash Order, in its 

sole discretion based on market 

conditions and other factors existing at 

the time of such Cash Order, and under 

such circumstances, any price 

differential of LTC between the trade 

date and the settlement date will be 

borne solely by the Authorized 

Participant until such LTC have been 

received or liquidated by the Trust. 

In the case of creations, to transfer the 

Total Basket Amount to the Trust’s 

Digital Asset Account, the Liquidity 

Provider will transfer LTC to one of the 

public key addresses associated with the 

Digital Asset Account and as provided 

by the Sponsor. In the case of 

redemptions, the same procedure is 

conducted, but in reverse, using the 

public key addresses associated with the 

wallet of the Liquidity Provider and as 

provided by such party. All such 

transactions will be conducted on the 

Litecoin Blockchain and parties 


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acknowledge and agree that such 

transfers may be irreversible if done 

incorrectly. 

Authorized Participants do not pay a 

transaction fee to the Trust in 

connection with the creation or 

redemption of Baskets, but there may be 

transaction fees associated with the 

validation of the transfer of LTC by the 

Litecoin Network, which will be paid by 

the Custodian in the case of 

redemptions and the Authorized 

Participant or the Liquidity Provider in 

the case of creations. Service providers 

may charge Authorized Participants 

administrative fees for order placement 

and other services related to creation of 

Baskets. As discussed above, 

Authorized Participants will also pay 

the Variable Fee in connection with 

Variable Fee Cash Orders. Under certain 

circumstances, Authorized Participants 

may also be required to deposit 

additional cash in the Cash Account, or 

be entitled to receive excess cash from 

the Cash Account, in connection with 

creations and redemptions pursuant to 

Actual Execution Cash Orders. 

Authorized Participants will receive no 

fees, commissions or other form of 

compensation or inducement of any 

kind from either the Sponsor or the 

Trust and no such person has any 

obligation or responsibility to the 

Sponsor or the Trust to effect any sale 

or resale of Shares. 

The following is a summary of the 

procedures for the creation and 

redemption of Baskets. 

Creation Procedures 

On any business day, an Authorized 

Participant may place an order with the 

Transfer Agent to create one or more 

Baskets. 

Cash Orders for creation must be 

placed with the Transfer Agent no later 

than 1:59:59 p.m., New York time. 

The Sponsor may in its sole discretion 

limit the number of Shares created 

pursuant to Cash Orders on any 

specified day without notice to the 

Authorized Participants and may direct 

the Marketing Agent to reject any Cash 

Orders in excess of such capped 

amount. In exercising its discretion to 

limit the number of Shares created 

pursuant to Cash Orders, the Sponsor 

expects to take into consideration a 

number of factors, including the 

availability of Liquidity Providers to 

facilitate Cash Orders and the cost of 

processing Cash Orders. 

Creations under Cash Orders will take 

place as follows, where ‘‘T’’ is the trade 

date and each day in the sequence must 

be a business day. Before a creation 

order is placed, the Sponsor determines 

if such creation order will be a Variable 

Fee Cash Order or an Actual Execution 

Cash Order, which determination is 

communicated to the Authorized 

Participant. 

Trade date 

(T) 

Settlement date 

(T+1, or T+2, as established at the time of order placement) 

• The Authorized Participant places a creation order with the Transfer 

Agent.

• The Marketing Agent accepts (or rejects) the creation order, which is 

communicated to the Authorized Participant by the Transfer Agent.

• The Sponsor notifies the Liquidity Provider of the creation order. 

• The Sponsor determines the Total Basket NAV and any Variable 

Fee and Additional Creation Cash as soon as practicable after 4:00 

p.m., New York time.

• The Authorized Participant delivers to the Cash Account: 1

(x) in the case of a Variable Fee Cash Order, the Total Basket NAV, 

plus any Variable Fee; or 

(y) in the case of an Actual Execution Cash Order, the Total Basket 

NAV, plus any Additional Creation Cash, less any Excess Creation 

Cash, if applicable (such amount, as applicable, the ‘‘Required 

Creation Cash’’). 

• The Liquidity Provider transfers the Total Basket Amount to the 

Trust’s Digital Asset Account. 

• Once the Trust is in simultaneous possession of (x) the Total Basket 

Amount and (y) the Required Creation Cash, the Trust issues the 

aggregate number of Shares corresponding to the Baskets ordered 

by the Authorized Participant, which the Transfer Agent holds for the 

benefit of the Authorized Participant. 

• Cash equal to the Required Creation Cash is delivered to the Liquidity Provider from the Cash Account. 

• The Transfer Agent delivers Shares to the Authorized Participant by 

crediting the number of Baskets created to the Authorized Participant’s DTC account. 

1The ‘‘Cash Account’’ means the account maintained by the Transfer Agent for purposes of receiving cash from, and distributing cash to, Authorized Participants in connection with creations and redemptions pursuant to Cash Orders. For the avoidance of doubt, the Trust shall have no 

interest (beneficial, equitable or otherwise) in the Cash Account or any cash held therein. 

Redemption Procedures 

The procedures by which an 

Authorized Participant can redeem one 

or more Baskets mirror the procedures 

for the creation of Baskets. On any 

business day, an Authorized Participant 

may place a redemption order 

specifying the number of Baskets to be 

redeemed. 

The redemption of Shares pursuant to 

Cash Orders will only take place if 

approved by the Sponsor in writing, in 

its sole discretion and on a case-by-case 

basis. In exercising its discretion to 

approve the redemption of Shares 

pursuant to Cash Orders, the Sponsor 

expects to take into consideration a 

number of factors, including the 

availability of Liquidity Providers to 

facilitate Cash Orders and the cost of 

processing Cash Orders. 

Cash Orders for redemption must be 

placed no later than 1:59:59 p.m., New 

York time on each business day. The 

Authorized Participants may only 

redeem Baskets and cannot redeem any 

Shares in an amount less than a Basket. 

Redemptions under Cash Orders will 

take place as follows, where ‘‘T’’ is the 

trade date and each day in the sequence 

must be a business day. Before a 

redemption order is placed, the Sponsor 

determines if such redemption order 

will be a Variable Fee Cash Order or an 

Actual Execution Cash Order, which 

determination is communicated to the 

Authorized Participant. 


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42Extenuating circumstances outside of the 

control of the Sponsor and its delegates or that 

could cause the transfer books of the Transfer Agent 

to be closed are outlined in the Participant 

Agreement and include, for example, public service 

or utility problems, power outages resulting in 

telephone, telecopy and computer failures, acts of 

God such as fires, floods or extreme weather 

conditions, market conditions or activities causing 

trading halts, systems failures involving computer 

or other information systems, including any failures 

or outages of the Litecoin Network, affecting the 

Authorized Participant, the Sponsor, the Trust, the 

Transfer Agent, the Marketing Agent and the 

Custodian and similar extraordinary events. 

43The bid-ask price of the Trust is determined 

using the highest bid and lowest offer on the 

Consolidated Tape as of the time of calculation of 

the closing day NAV. 

Trade date 

(T) 

Settlement date 

(T+1 (or T+2 on case by case basis, as approved by Sponsor)) 

• The Authorized Participant places a redemption order with the Transfer Agent.

• The Marketing Agent accepts (or rejects) the redemption order, 

which is communicated to the Authorized Participant by the Transfer 

Agent.

• The Sponsor notifies the Liquidity Provider of the redemption order. 

• The Sponsor determines the Total Basket NAV and, in the case of a 

Variable Fee Cash Order, any Variable Fee, as soon as practicable 

after 4:00 p.m., New York time.

• The Authorized Participant delivers Baskets to be redeemed from its 

DTC account to the Transfer Agent. 

• The Liquidity Provider delivers to the Cash Account: 

(x) in the case of a Variable Fee Cash Order, the Total Basket NAV 

less any Variable Fee; or 

(y) in the case of an Actual Execution Cash Order, the actual proceeds to the Trust from the liquidation of the Total Basket Amount 

(such amount, as applicable, the ‘‘Required Redemption Cash’’). 

• Once the Trust is in simultaneous possession of (x) the Total Basket 

Amount and (y) the Required Redemption Cash, the Transfer Agent 

cancels the Shares comprising the number of Baskets redeemed by 

the Authorized Participant. 

• The Custodian sends the Liquidity Provider the Total Basket 

Amount, and cash equal to the Required Redemption Cash is delivered to the Authorized Participant from the Cash Account. 

Suspension or Rejection of Orders and 

Total Basket Amount 

The creation or redemption of Shares 

may be suspended generally, or refused 

with respect to particular requested 

creations or redemptions, during any 

period when the transfer books of the 

Transfer Agent are closed or if 

circumstances outside the control of the 

Sponsor or its delegates make it for all 

practicable purposes not feasible to 

process creation orders or redemption 

orders or for any other reason at any 

time or from time to time.42 The 

Transfer Agent may reject an order or, 

after accepting an order, may cancel 

such order if: (i) such order is not 

presented in proper form as described in 

the Participant Agreement, (ii) the 

transfer of the Total Basket Amount 

comes from an account other than a LTC 

wallet address that is known to the 

Custodian as belonging to a Liquidity 

Provider or (iii) the fulfillment of the 

order, in the opinion of counsel, might 

be unlawful, among other reasons. None 

of the Sponsor or its delegates will be 

liable for the suspension, rejection or 

acceptance of any creation order or 

redemption order. 

Availability of Information 

The Trust’s website (https://

grayscale.com/crypto-products/ 

grayscale-litecoin-trust/) will include 

quantitative information on a per Share 

basis updated on a daily basis, 

including, (i) the current NAV per Share 

daily and the prior business day’s NAV 

per Share and the reported closing price 

of the Shares; (ii) the mid-point of the 

bid-ask price 43 as of the time the NAV 

per Share is calculated (‘‘Bid-Ask 

Price’’) and a calculation of the 

premium or discount of such price 

against such NAV per Share; and (iii) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the daily Bid-Ask Price 

against the NAV per Share, within 

appropriate ranges, for each of the four 

previous calendar quarters (or for as 

long as the Trust has been trading as an 

ETP if shorter). In addition, on each 

business day the Trust’s website will 

provide pricing information for the 

Shares. 

One or more major market data 

vendors, will provide an intra-day 

indicative value (‘‘IIV’’) per Share 

updated every 15 seconds, as calculated 

by the Exchange or a third party 

financial data provider during the 

Exchange’s Core Trading Session (9:30 

a.m. to 4:00 p.m., E.T.). The IIV will be 

calculated using the same methodology 

as the NAV per Share of the Trust (as 

described above), specifically by using 

the prior day’s closing NAV per Share 

as a base and updating that value during 

the NYSE Arca Core Trading Session to 

reflect changes in the value of the Index 

during the trading day. 

The IIV disseminated during the 

NYSE Arca Core Trading Session should 

not be viewed as an actual real-time 

update of the NAV per Share, which 

will be calculated only once at the end 

of each trading day. The IIV will be 

widely disseminated on a per Share 

basis every 15 seconds during the NYSE 

Arca Core Trading Session by one or 

more major market data vendors. In 

addition, the IIV will be available 

through on-line information services. 

The NAV for the Trust will be 

calculated by the Sponsor once a day 

and will be disseminated daily to all 

market participants at the same time. To 

the extent that the Sponsor has utilized 

the cascading set of rules described in 

‘‘Index Price’’ above, the Trust’s website 

will note the valuation methodology 

used and the price per LTC resulting 

from such calculation. Quotation and 

last-sale information regarding the 

Shares will be disseminated through the 

facilities of the Consolidated Tape 

Association (‘‘CTA’’). 

Quotation and last sale information 

for LTC will be widely disseminated 

through a variety of major market data 

vendors, including Bloomberg and 

Reuters. In addition, real-time price 

(and volume) data for LTC is available 

by subscription from Reuters and 

Bloomberg. The spot price of LTC is 

available on a 24-hour basis from major 

market data vendors, including 

Bloomberg and Reuters. Information 

relating to trading, including price and 

volume information, in LTC will be 

available from major market data 

vendors and from the trading platforms 

on which LTC are traded. The normal 

trading hours for Digital Asset Trading 

Platforms are 24-hours per day, 365- 

days per year. 

On each business day, the Sponsor 

will publish the Index Price, the Trust’s 

NAV, and the NAV per Share on the 

Trust’s website as soon as practicable 

after its determination. If the NAV and 

NAV per Share have been calculated 

using a price per LTC other than the 

Index Price for such Evaluation Time, 

the publication on the Trust’s website 

will note the valuation methodology 

used and the price per LTC resulting 

from such calculation. 

The Trust will provide website 

disclosure of its NAV daily. The website 


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44 17 CFR 240.10A–3. 

45See NYSE Arca Rule 7.12–E. 

46FINRA conducts cross-market surveillances on 

behalf of the Exchange pursuant to a regulatory 

services agreement. The Exchange is responsible for 

FINRA’s performance under this regulatory services 

agreement. 

47For a list of the current members of ISG, see 

www.isgportal.org. The Exchange notes that not all 

components of the Trust may trade on markets that 

are members of ISG or with which the Exchange has 

in place a CSSA. 

disclosure of the Trust’s NAV will occur 

at the same time as the disclosure by the 

Sponsor of the NAV to Authorized 

Participants so that all market 

participants are provided such portfolio 

information at the same time. Therefore, 

the same portfolio information will be 

provided on the public website as well 

as in electronic files provided to 

Authorized Participants. Accordingly, 

each investor will have access to the 

current NAV of the Trust through the 

Trust’s website, as well as from one or 

more major market data vendors. 

The value of the Index, as well as 

additional information regarding the 

Index, will be available on a continuous 

basis. 

Information regarding market price 

and trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Shares will trade on 

the NYSE Arca Marketplace from 4:00 

a.m. to 8:00 p.m., E.T. in accordance 

with NYSE Arca Rule 7.34–E (Early, 

Core, and Late Trading Sessions). The 

Exchange has appropriate rules to 

facilitate transactions in the Shares 

during all trading sessions. As provided 

in NYSE Arca Rule 7.6–E, the minimum 

price variation (‘‘MPV’’) for quoting and 

entry of orders in equity securities 

traded on the NYSE Arca Marketplace is 

$0.01, with the exception of securities 

that are priced less than $1.00, for 

which the MPV for order entry is 

$0.0001. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Rule 8.201–E. The trading of 

the Shares will be subject to NYSE Arca 

Rule 8.201–E(g), which sets forth certain 

restrictions on Equity Trading Permit 

Holders (‘‘ETP Holders’’) acting as 

registered Market Makers in 

Commodity-Based Trust Shares to 

facilitate surveillance. The Exchange 

represents that, for initial and continued 

listing, the Trust will be in compliance 

with Rule 10A–3 44 under the Act, as 

provided by NYSE Arca Rule 5.3–E. A 

minimum of 100,000 Shares of the Trust 

will be outstanding at the 

commencement of trading on the 

Exchange. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares of 

the Trust.45 Trading in Shares of the 

Trust will be halted if the circuit breaker 

parameters in NYSE Arca Rule 7.12–E 

have been reached. Trading also may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. 

The Exchange may halt trading during 

the day in which an interruption to the 

dissemination of the IIV or the value of 

the Index occurs. If the interruption to 

the dissemination of the IIV or the value 

of the Index persists past the trading day 

in which it occurred, the Exchange will 

halt trading no later than the beginning 

of the trading day following the 

interruption. In addition, if the 

Exchange becomes aware that the NAV 

per Share is not disseminated to all 

market participants at the same time, it 

will halt trading in the Shares until such 

time as the NAV per Share is available 

to all market participants. 

Surveillance 

The Exchange represents that trading 

in the Shares of the Trust will be subject 

to the existing trading surveillances 

administered by the Exchange, as well 

as cross-market surveillances 

administered by FINRA on behalf of the 

Exchange, which are designed to detect 

violations of Exchange rules and 

applicable federal securities laws.46 The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

federal securities laws applicable to 

trading on the Exchange. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares and LTC 

derivatives from such markets and other 

entities. In addition, the Exchange may 

obtain information regarding trading in 

the Shares and LTC derivatives from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement 

(‘‘CSSA’’).47 The Exchange is also able 

to obtain information regarding trading 

in the Shares and any underlying LTC, 

options on LTC futures, or any other 

LTC derivatives in connection with ETP 

Holders’ proprietary trades, or customer 

trades effected through ETP Holders on 

any relevant market. Under NYSE Arca 

Rule 8.201–E(g), an ETP Holder acting 

as a registered Market Maker in the 

Shares is required to provide the 

Exchange with information relating to 

its accounts for trading in any 

underlying commodity, related futures 

or options on futures, or any other 

related derivatives. Commentary .04 of 

NYSE Arca Rule 11.3–E requires an ETP 

Holder acting as a registered Market 

Maker, and its affiliates, in the Shares to 

establish, maintain and enforce written 

policies and procedures reasonably 

designed to prevent the misuse of any 

material nonpublic information with 

respect to such products, any 

components of the related products, any 

physical asset or commodity underlying 

the product, applicable currencies, 

underlying indexes, related futures or 

options on futures, and any related 

derivative instruments (including the 

Shares). As a general matter, the 

Exchange has regulatory jurisdiction 

over its ETP Holders and their 

associated persons, which include any 

person or entity controlling an ETP 

Holder. To the extent the Exchange may 

be found to lack jurisdiction over a 

subsidiary or affiliate of an ETP Holder 

that does business only in commodities 

or futures contracts and that subsidiary 

or affiliate is a member of another 

regulatory organization, the Exchange 

could obtain information regarding the 

activities of such subsidiary or affiliate 

through surveillance sharing agreements 

with regulatory organizations to the 

extent the Exchange has such an 


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9468 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

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

agreement with that regulatory 

organization. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the index, portfolio, or 

reference assets of the Trust, (b) 

limitations on index or portfolio 

holdings or reference assets, or (c) the 

applicability of Exchange listing rules 

specified in this rule filing shall 

constitute continued listing 

requirements for listing the Shares on 

the Exchange. 

The Sponsor has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Trust to 

comply with the continued listing 

requirements, and, pursuant to its 

obligations under Section 19(g)(1) of the 

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Trust is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Rule 5.5–E(m). 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an ‘‘Information 

Bulletin’’ of the special characteristics 

and risks associated with trading the 

Shares. Specifically, the Information 

Bulletin will discuss the following: (1) 

the procedures for creations of Shares in 

Baskets; (2) NYSE Arca Rule 9.2–E(a), 

which imposes a duty of due diligence 

on its ETP Holders to learn the essential 

facts relating to every customer prior to 

trading the Shares; (3) information 

regarding how the value of the Index 

and NAV are disseminated; (4) the 

possibility that trading spreads and the 

resulting premium or discount on the 

Shares may widen during the Opening 

and Late Trading Sessions, when an 

updated IIV will not be calculated or 

publicly disseminated; (5) the 

requirement that members deliver a 

prospectus to investors purchasing 

newly issues Shares prior to or 

concurrently with the confirmation of a 

transaction; and (6) trading information. 

The Exchange notes that investors 

purchasing Shares directly from the 

Trust will receive a prospectus. 

In addition, the Information Bulletin 

will reference that the Trust is subject 

to various fees and expenses as 

described in the Annual Report. The 

Information Bulletin will disclose that 

information about the Shares of the 

Trust is publicly available on the Trust’s 

website. 

The Information Bulletin will also 

discuss any relief, if granted, by the 

Commission or the staff from any rules 

under the Act. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 48 that an 

exchange have rules that are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Rule 

8.201–E. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange or FINRA, on behalf 

of the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

that are members of the ISG, and the 

Exchange or FINRA, on behalf of the 

Exchange, or both, may obtain trading 

information regarding trading in the 

Shares from such markets. In addition, 

the Exchange may obtain information 

regarding trading in the Shares from 

markets that are members of ISG or with 

which the Exchange has in place a 

CSSA. Also, pursuant to NYSE Arca 

Rule 8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Shares and the underlying LTC or 

any LTC derivative through ETP 

Holders’ proprietary trades or customer 

trades effected through ETP Holders on 

any relevant market. 

The proposed rule change is also 

designed to prevent fraudulent and 

manipulative acts and practices 

because, although the Digital Asset 

Trading Platform Market is not 

inherently resistant to fraud and 

manipulation, the Index serves as a 

means sufficient to mitigate the impact 

of instances of fraud and manipulation 

on a reference price for LTC. 

Specifically, the Index provides a better 

benchmark for the price of LTC than the 

Digital Asset Trading Platform Market 

price because it (1) tracks the Digital 

Asset Trading Platform Market price 

through trading activity at U.S.- 

Compliant Trading Platforms; (2) 

mitigates the impact of instances of 

fraud, manipulation and other 

anomalous trading activity in real-time 

through systematic adjustments; (3) is 

constructed and maintained by an 

expert third-party index provider, 

allowing for prudent handling of nonmarket-related events; and (4) mitigates 

the impact of instances of fraud, 

manipulation and other anomalous 

trading activity concentrated on any one 

specific trading platform through a 

cross-trading platform composite index 

rate. The Trust has used the Index to 

price the Shares for more than six years, 

and the Index has proven its ability to 

(i) mitigate the effects of fraud, 

manipulation and other anomalous 

trading activity from impacting the LTC 

reference rate, (ii) provide a real-time, 

volume-weighted fair value of LTC and 

(iii) appropriately handle and adjust for 

non-market related events, such that 

efforts to manipulate the price of LTC 

would have had a negligible effect on 

the pricing of the Trust, due to the 

controls embedded in the structure of 

the Index. In addition, certain of the 

Index’s Constituent Trading Platforms 

also have or have begun to implement 

market surveillance infrastructure to 

further detect, prevent, and respond to 

fraud, attempted fraud, and similar 

wrongdoing, including market 

manipulation. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that there is a 

considerable amount of LTC price and 

market information available on public 

websites and through professional and 

subscription services. Investors may 

obtain, on a 24-hour basis, LTC pricing 

information based on the spot price for 

LTC from various financial information 

service providers. The closing price and 

settlement prices of LTC are readily 

available from the Digital Asset Trading 

Platforms and other publicly available 

websites. In addition, such prices are 

published in public sources, or on-line 

information services such as Bloomberg 

and Reuters. The NAV per Share will be 

calculated daily and made available to 

all market participants at the same time. 

The Trust will provide website 

disclosure of its NAV daily. One or 

more major market data vendors will 

disseminate for the Trust on a daily 

basis information with respect to the 

most recent NAV per Share and Shares 

outstanding. In addition, if the 

Exchange becomes aware that the NAV 

per Share is not disseminated to all 

market participants at the same time, it 

will halt trading in the Shares until such 


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Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 9469 

49 17 CFR 200.30–3(a)(12). 

time as the NAV is available to all 

market participants. Quotation and lastsale information regarding the Shares 

will be disseminated through the 

facilities of the CTA. The IIV will be 

widely disseminated on a per Share 

basis every 15 seconds during the NYSE 

Arca Core Trading Session (normally 

9:30 a.m., E.T., to 4:00 p.m., E.T.) by one 

or more major market data vendors. The 

Exchange represents that the Exchange 

may halt trading during the day in 

which an interruption to the 

dissemination of the IIV or the value of 

the Index occurs. If the interruption to 

the dissemination of the IIV or the value 

of the Index persists past the trading day 

in which it occurred, the Exchange will 

halt trading no later than the beginning 

of the trading day following the 

interruption. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a CSSA. In addition, as noted 

above, investors will have ready access 

to information regarding the Trust’s 

NAV, IIV, and quotation and last sale 

information for the Shares. 

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. The 

Exchange notes that the proposed rule 

change will facilitate the listing and 

trading of an additional type of 

exchange-traded product, and the first 

such product based on LTC, which will 

enhance competition among market 

participants, to the benefit of investors 

and the marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Amendment No. 

1, 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– 

NYSEARCA–2025–05 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–NYSEARCA–2025–05. 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–NYSEARCA–2025–05 and should be 

submitted on or before March 5, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.49

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02497 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35467; 812–15693] 

Venerable Variable Insurance Trust 

and Venerable Investment Advisers, 

LLC 

February 6, 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: Venerable Variable 

Insurance Trust and Venerable 

Investment Advisers, LLC. 

FILING DATES: The application was filed 

on January 28, 2025, and amended on 

February 4, 2025. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 


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