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 


lotter on DSK11XQN23PROD with NOTICES1
9470 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Trust was previously named Grayscale 

Solana Trust, whose name was changed pursuant to 

a Certificate of Amendment to the Certificate of 

Trust of Grayscale Solana Trust filed with the 

Delaware Secretary of State on November 23, 2021. 

5Commodity-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. 

6The Shares are expected to be listed under the 

ticker symbol ‘‘GSOL.’’ 

7The descriptions of the Trust, the Shares, and 

SOL contained herein are based, in part, on the 

Annual Reports and Quarterly Reports published 

under Alternative Reporting Standards of the OTC 

Markets Group Inc. On January 4, 2023, 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 OTCQB Marketplace under 

the symbol ‘‘GSOL’’ since April 17, 2023. On March 

7, 2024, the Trust qualified to trade on the OTCQX 

Best Market. On April 14, 2023 and March 8, 2024, 

the Trust published annual reports for GSOL for the 

periods ended December 31, 2022 and December 

31, 2023, respectively. On November 11, 2024, 

August 9, 2024, May 13, 2024, November 10, 2023, 

August 11, 2023 and May 12, 2023, the Trust 

published quarterly reports for GSOL for the 

periods ended September 30, 2024, June 30, 2024, 

March 31, 2024, September 30, 2023, June 30, 2023, 

and March 31, 2023, respectively. Reports can be 

found on OTC Market’s website (https://

www.otcmarkets.com/stock/GSOL/disclosure. The 

Shares will be of the same class and will have the 

same rights as shares of GSOL. According to the 

Sponsor, freely tradeable shares of GSOL will 

remain freely tradeable Shares on the date of the 

listing of the Shares that are unregistered under the 

Securities Act. Restricted shares of GSOL 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. 

8As of November 22, 2024. 

orders a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 3, 2025, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit, or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Beau Yanoshik, Morgan, Lewis & 

Bockius LLP, byanoshik@

morganlewis.com, with a copy to 

Kristina Magolis, Venerable Investment 

Advisers, LLC, Kristina.magolis@

venerable.com. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

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

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated February 

4, 2025, which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field on the 

SEC’s EDGAR system. The SEC’s 

EDGAR system may be searched at 

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

companysearch. You may also call the 

SEC’s Office of Investor Education and 

Advocacy at (202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02491 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102372; File No. SR– 

NYSEARCA–2025–06] 

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 Solana Trust 

Under NYSE Arca Rule 8.201–E, 

Commodity-Based Trust Shares 

February 6, 2025. 

On January 24, 2025, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 2 and Rule 

19b–4 thereunder,3 a proposed rule 

change to list and trade shares of the 

Grayscale Solana Trust under NYSE 

Arca Rule 8.201–E, Commodity-Based 

Trust Shares. On February 4, 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 

The Exchange proposes to list and 

trade shares of the following under 

NYSE Arca Rule 8.201–E: Grayscale 

Solana Trust (SOL) (the ‘‘Trust’’).4 This 

Amendment No. 1 to SR–NYSEARCA– 

2025–06 replaces SR–NYSEARCA– 

2025–06 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 

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.’’ 5 The Exchange proposes to list 

and trade shares (‘‘Shares’’) 6 of the 

Trust pursuant to NYSE Arca Rule 

8.201–E.7

The Trust is the world’s largest Solana 

(‘‘SOL’’) investment fund by assets 

under management as of the date of this 

filing. The Trust has approximately 

$134.2 million in assets under 

management 8 (representing 0.1% of all 

SOL 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 


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