Subject: File No. 4-927
From: Dr. Rajesh P. Narayanan

I am writing to urge the Commission to clarify how its Innovation Exemption for tokenized securities will preserve market-wide price transparency and investor protection while facilitating innovation in securities trading. My central concern is the potential emergence of a two-tier market structure. Tokenized securities venues operating under the exemption may not be subject to the same framework of exchange regulation, consolidated quotations, and market-wide trading protections that governs conventional venues. Although the exemption is limited and conditional, these differences raise important questions about price discovery, execution quality, and regulatory arbitrage. When economically equivalent claims on the same stock trade across venues with different regulatory obligations, investors may face fragmented liquidity and less transparent pricing. Brokers may also face challenges in evaluating execution quality across conventional and tokenized venues. Competition based on genuine technological efficiencies can benefit investors; competition based on avoidable differences in investor protection can undermine confidence in the market. I therefore encourage the Commission to clarify how it will assess the interaction between tokenized trading venues and the existing national market system, including the treatment of tokenized trading interests in consolidated pricing and the application of best-execution obligations to intermediaries handling tokenized securities. The Commission should also explain how it will monitor price deviations, execution quality, and liquidity fragmentation as trading develops under the exemption. The appropriate objective is not to require identical technology or mechanically identical rules for every venue. It is to ensure that differences in technological infrastructure do not produce avoidable disparities in price transparency, execution quality, or investor protection. Transparent standards and measurable safeguards can allow the Commission to evaluate the benefits of innovation without compromising the integrity of U.S. equity markets. Thank you for considering these comments. Dr. Rajesh P. Narayanan Professor of Finance Louisiana State University