# NASDAQ CAPITAL MARKETS ADVISORY LLC X-17A-5/A (2024-03-27) — Broker-dealer annual report

- Company: NASDAQ CAPITAL MARKETS ADVISORY LLC
- Form: X-17A-5/A
- Filed: 2024-03-27
- Period: 2023-12-31
- Accession: 0001120037-24-000004
- CIK: 1120037
- File #: 8-52750
- Type: Broker-dealer
- Material weakness: Yes
- Auditor: ERNST & YOUNG
- Auditor location: New York, NY
- Contact: Linda Crane
- Phone: 13472198923
- Email: linda.crane@nasdaq.com
- Website: nasdaq.com
- Signed by: Linda Crane (Principal Financial Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/1120037/000112003724000004/ncma17a.pdf

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

MM/DD/YY MM/DD/YY OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response: SEC FILE NUMBER

# ANNUAL REPORTS FORM X-17A-5 PART III A. REGISTRANT IDENTIFICATION

FACING PAGE

Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934

FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

| NAME OF FIRM: _______________________________________________________________________                                                     |                                                            |                                       |                                            |  |
|-------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------------------------------------|--------------------------------------------|--|
| TYPE OF REGISTRANT (check all applicable boxes):<br>Broker-dealer<br>Check here if respondent is also an OTC derivatives dealer           | Security-based swap dealer                                 | Major security-based swap participant |                                            |  |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                       |                                                            |                                       |                                            |  |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |  |
|                                                                                                                                           | (No. and Street)                                           |                                       |                                            |  |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |  |
| (City)                                                                                                                                    | (State)                                                    |                                       | (Zip Code)                                 |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                              |                                                            |                                       |                                            |  |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |  |
| (Name)                                                                                                                                    | (Area Code – Telephone Number)                             | (Email Address)                       |                                            |  |
|                                                                                                                                           | B.<br>ACCOUNTANT IDENTIFICATION                            |                                       |                                            |  |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                                                 |                                                            |                                       |                                            |  |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |  |
|                                                                                                                                           | (Name – if individual, state last, first, and middle name) |                                       |                                            |  |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |  |
| (Address)                                                                                                                                 | (City)                                                     | (State)                               | (Zip Code)                                 |  |
| _____________________________________________________________________________________<br>(Date of Registration with PCAOB)(if applicable) |                                                            |                                       | (PCAOB Registration Number, if applicable) |  |
|                                                                                                                                           | FOR OFFICIAL USE ONLY                                      |                                       |                                            |  |
|                                                                                                                                           |                                                            |                                       |                                            |  |

\* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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DocuSign Envelope ID: 7C1D3885-42CD-4453-AB30-407B62B2950B

#### OATH OR AFFIRMATION

I, Linda Crane, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Nasdaq Capital Markets Advisory, LLC, as of December 31, 2023, is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any

account classified solely as that of a customer \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature

Principal Financial Officer \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title

Based upon relief from Commission staff and difficulties arising from COVID-19, this filing is made without notarization

#### This filing\*\* contains (check all applicable boxes):

- (a) Statement of financial condition.
- (b) Notes to consolidated statement of financial condition.
- (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X).
- (d) Statement of cash flows.
- (e) Statement of changes in stockholders or partners or sole proprietors equity.
- o (f) Statement of changes in liabilities subordinated to claims of creditors.
- (g) Notes to consolidated financial statements.
- (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- o (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- o (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- o (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- o (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- o (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- o (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3- 3(p)(2) or 17 CFR 240.18a-4, as applicable.
- o (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- o (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- o (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (t) Independent public accountants report based on an examination of the statement of financial condition.
- (u) Independent public accountants report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- o (v) Independent public accountants report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (w) Independent public accountants report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable.

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- o (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- <sup>o</sup> (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
- o \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.

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Financial Statements and Supplemental Information

Nasdaq Capital Markets Advisory, LLC Year Ended December 31, 2023 With Report of Independent Registered Public Accounting Firm

(Confidential Pursuant to Rule 17a-5(e)(3)) (SEC I.D. No. 8-52750)

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Financial Statements and Supplemental Information

Year Ended December 31, 2023

# Contents

#### Facing Page and Oath or Affirmation

| Report of Independent Registered Public Accounting Firm                                                                                                                                   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Financial Statements                                                                                                                                                                      |
| Statement of Financial Condition                                                                                                                                                          |
| Statement of Income                                                                                                                                                                       |
| Statement of Changes in Member's Equity                                                                                                                                                   |
| Statement of Cash Flows                                                                                                                                                                   |
| Notes to Financial Statements                                                                                                                                                             |
| Supplemental Information                                                                                                                                                                  |
| Schedule I—Computation of  Net Capital Pursuant to Uniform Net Capital Rule 15c3-1 1<br>Schedule II - Computation for Determination of Reserve Requirement Pursuant to SEC Rule<br>15c3-3 |
| Schedule III – Information Relating to Possession or Control of Securities Pursuant to SEC Rule<br>15c3-3                                                                                 |

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![](_page_5_Picture_0.jpeg)

One Manhattan West New York, NY 10001

Ernst & Young LLP Tel: +1 212 773 3000 Fax: +1 212 773 6350 ey.com

#### Report of Independent Registered Public Accounting Firm

To the Member and Management of Nasdaq Capital Markets Advisory, LLC

#### Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of Nasdaq Capital Markets Advisory, LLC (the Company ) as of December 31, 2023, the related statements of income, changes in member s equity and cash flows for the year then ended, position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

#### Basis for Opinion

express an opinion on th firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

#### Supplemental Information

The accompanying information contained in Schedules I, II, and III has been subjected to audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with Rule 17a-5 under the Securities Exchange Act of 1934. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

06.

March 13, 2024

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# Statement of Financial Condition

December 31, 2023

| Assets                       |   |           |
|------------------------------|---|-----------|
| Cash                         | S | 929,287   |
| Receivable from Nasdaq, Inc. |   | 145,309   |
| Other assets                 |   | 3,801     |
| Total assets                 |   | 1,078,397 |
|                              |   |           |
|                              |   |           |
| Member's equity              |   | 1,078,397 |
| Total member's equity        |   | 1,078,397 |
|                              |   |           |

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# Statement of Income

Year Ended December 31, 2023

| Revenues                          |              |        |
|-----------------------------------|--------------|--------|
| Advisory fees                     | S<br>921,795 |        |
| Total revenues                    | 921,795      |        |
| Expenses                          |              |        |
| Intra-group support costs         | 243,595      |        |
| Professional services             | 60,000       |        |
| General, administrative and other |              | 15,824 |
| Total expenses                    | 319,419      |        |
| Net income                        | 602,376      |        |
|                                   |              |        |

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# Statement of Changes in Member's Equity

Year Ended December 31, 2023

Balance at December 31, 2022 Net Income Balance at December 31, 2023

\$476,021 602,376 ട് 1,078,397

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# Statement of Cash Flows

Year Ended December 31, 2023

| Operating activities                                                            |  |           |
|---------------------------------------------------------------------------------|--|-----------|
| Net Income                                                                      |  | 602,376   |
| Adjustments to reconcile net loss to net cash provided by operating activities: |  |           |
| Net change in operating assets and liabilities:                                 |  |           |
| Receivable from Nasdaq, Inc.                                                    |  | (600,698) |
| Other assets                                                                    |  | (1,678)   |
| Net cash used in operating activities                                           |  |           |
| Cash at beginning of year                                                       |  | 929,287   |
| Cash at end of year                                                             |  | 929,287   |

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## Notes to Financial Statements

Year ended December 31, 2023

#### 1. Organization and Description of the Business

Nasdaq Capital Markets Advisory, LLC (the "Company") is a wholly owned subsidiary of Nasdaq Corporate Solutions, LLC (the "Parent") which is a wholly owned subsidiary of Nasdaq, Inc. ("Nasdaq"). The Company acts as a third-party advisor to privately-held or publicly-traded companies during Initial Public Offerings ("IPO"), follow-on equity offerings, at-the-market equity offerings, private placement offerings and Regulation A equity offerings (an exemption from registration requirements with the SEC that applies to public offerings of securities). The Company's role is limited to providing a company, or an investment bank on behalf of a company, with reports, profiles and other pertinent advisory information. The Company manages and operates it's business as one reportable segment. The Company also engages in the distribution of the affiliate's analytical reports relating to Unit Investment Trusts ("UITs") products. The Company business activities also include marketing and wholesaling of Exchange Traded Products ("ETPs") to investment advisers.

The Company is subject to regulation by the SEC, FINRA, the SROs and the various state securities regulators. The Company is a member of the Securities Investor Protection Corporation.

#### 2. Summary of Significant Accounting Policies Basis of Presentation

The financial statements are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), as codified in the Accounting Standards Codification ("ASC") and set forth by the Financial Accounting Standards Board ("FASB").

#### Use of Estimates

The preparation of the Company's financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts and the 

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disclosure of contingent amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

#### Cash

The Company considers short-term investments with initial maturities of three months or less from the date of purchase to be cash equivalents. The Company held no cash equivalents at December 31, 2023. The Company's cash is held by one financial institution in a non-interest bearing account which, at times, may exceed federally insured limits.

## Advisory Fee Revenues

The company earns revenues by serving as a distributor for UIT marketing materials and engaging in marketing and wholesaling of exchange traded products (ETPs) to investment advisors. The company also engages financial advisors and institutions to solicit investment in specified ETFs which track Nasdaq and Nasdaq Dorsey Wright (NDW) indexes.

Substantially all our advisory fee revenues are considered to be revenues from contracts with customers. We do not have obligations for warranties, returns or refunds to customers. For the contracts with customers, our performance obligations are short-term in nature. We do not have revenues recognized from performance obligations that were satisfied in prior periods and do not have any unsatisfied performance obligations at December 31, 2023.

Advisory fee revenue is recognized when identified performance obligations are determined to be complete and the income is deemed reasonably determinable.

#### Income Taxes

The Company is a single-member limited liability company and is not subject to federal and state income taxes. The Company's operating results are included in the federal, state and local income tax returns filed by Nasdaq.

Nasdaq's Federal income tax return is under audit for tax year 2018 and is subject to examination by the Internal Revenue Service for the years 2020 through 2022. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2022.

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#### 3. Related-Party Transactions

Primarily all expenses of the Company are settled on the Company's behalf by Nasdaq and the Parent. These expenses are then charged to the Company, at cost, through intercompany charges, resulting in a payable to Nasdaq. The Parent agreed to provide the Company with support services, including but not limited to, direct financial and business management support for which the Company will reimburse The Parent an agreed upon amount for these services each month. The expenses related to these support services for the year ended December 31, 2023 were \$243,595 and are included in Intra-group support costs in the Statement of Income, which were paid by Nasdaq on behalf of the Company. For the year ended December 31, 2023, all of the Company's revenue recognized related to transactions with affiliate companies.

At December 31, 2023, \$145,309 was recorded in Receivable from Nasdaq, Inc. All affiliates are ultimately wholly-owned by Nasdaq. It is the intent and ability of management to settle all intercompany balances between Nasdaq and its wholly-owned subsidiaries, such as the Company and its Parent, on a net basis, as Nasdaq serves as the master financing entity for all whollyowned subsidiaries. In addition, all intercompany transactions are guaranteed by Nasdaq and are settled in accordance with the Nasdaq's intercompany settlement policy. The Company records all transactions to and from affiliates, subject to the netting arrangement into a single account.

#### 4. Regulatory Requirements

The Company is subject to the SEC's Uniform Net Capital Rule ("SEC Rule15c3-1"), which requires the maintenance of minimum net capital. The Company computes its net capital requirements under the basic method provided by SEC Rule 15c3-1. At December 31, 2023, the Company had net capital of \$929,287 which was \$924,287 in excess of its required minimum net capital of \$5,000.

Advances to affiliates, dividend payments and other equity withdrawals are subject to certain notification and other requirements of SEC Rule 15c3-1 and other regulatory bodies. The Company is exempt from the computation of reserve requirements under Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to providing advisory services to private and public companies, distributing analytical reports relating to Unit Investment Trust ("UIT") products, and the marketing and wholesaling of Exchange Traded Products ("ETP") to investment advisors. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers. (2) did not carry accounts of or for customers, and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.

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#### 5. Commitments and Contingent Liabilities

#### General Litigation and Regulatory Matters

The Company may be subject to claims as well as reviews by self-regulatory agencies arising out of the conduct of its business.

Management is not aware of any unasserted claims or assessments that would have a material adverse effect on the financial position and the results of operations of the Company.

#### Risks and Uncertainties

Cash is held by one financial institution. In the event that the financial institution is unable to fulfill its obligations, the Company would be subject to credit risk. Bankruptcy or insolvency may cause the Company's rights with respect to the cash held to be delayed or limited.

#### 6. Fair Value of Financial Instruments

The Company's financial assets are recorded at fair value or at amounts that approximate fair value. These assets include Cash, Other assets, and Receivable from Nasdaq, Inc. The carrying amounts reported in the statement of financial condition for the Company's financial instruments closely approximate their fair values due to the short-term nature of these assets.

#### 7. Subsequent Events

The Company has evaluated all subsequent events through March 13, 2024, the date as of which these financial statements are available to be issued, and has determined that no subsequent events have occurred that would require disclosure in the financial statements or accompanying notes.

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Supplemental Information

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# Schedule I

# Nasdaq Capital Markets Advisory, LLC

# Computation of Net Capital

# Pursuant to Uniform Net Capital Rule 15c3-1

## December 31, 2023

| Member's equity                                                                                    | S | 1,078,397 |
|----------------------------------------------------------------------------------------------------|---|-----------|
| Non-allowable assets:                                                                              |   |           |
| Receivable from affiliates                                                                         |   | 145,309   |
| Other assets                                                                                       |   | 3,801     |
| Total non-allowable assets                                                                         |   | 149,110   |
| Net capital                                                                                        |   | 929,287   |
| Aggregate Indebtedness<br>Aggregate Indebtedness                                                   | S |           |
| Computation of net capital requirement                                                             |   |           |
| Minimum net capital required (the greater of \$5,000 or 6 4/4% of<br>total aggregate indebtedness) |   | 5,000     |
| Net capital in excess of minimum requirement                                                       |   | 924,287   |
| Percentage of aggregate indebtedness to net capital                                                |   | -% o      |

No material differences exist between the above computation of net capital and the computation of net capital included in the Company's corresponding unaudited Form X-17A-5 Part IIA filing as of December 31, 2023.

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# Schedule II

# Nasdaq Capital Markets Advisory, LLC

# Computation for Determination of Reserve Requirement

# Pursuant to SEC Rule 15c3-3

December 31, 2023

The Company is exempt from the computation of reserve requirements under Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to providing advisory services to private and public companies, distributing analytical reports relating to Unit Investment Trust ("UIT") products, and the marketing and wholesaling of Exchange Traded Products ("ETP") to investment advisors. The Company (1) did not directly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers, and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.

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# Schedule III

# Nasdaq Capital Markets Advisory, LLC

#### Information Relating to Possession or Control of Securities

#### Pursuant to SEC Rule 15c3-3

December 31, 2023

The Company is exempt from the possession or control requirements under Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to 1. Broker providing advisory services to private and public companies; 2. Distribution of affiliate's analytical reports relating to Unit Investment Trusts ("UITs") products; and 3. Marketing and wholesaling of Exchange Traded Products ("ETPs") to investment advisors. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

MM/DD/YY MM/DD/YY OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response: SEC FILE NUMBER

# ANNUAL REPORTS FORM X-17A-5 PART III A. REGISTRANT IDENTIFICATION

FACING PAGE

Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934

FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ AND ENDING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# NAME OF FIRM: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

| NAME OF FIRM: _______________________________________________________________________                                                     |                                                            |                                       |                                            |
|-------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------------------------------------|--------------------------------------------|
| TYPE OF REGISTRANT (check all applicable boxes):<br>Broker-dealer<br>Check here if respondent is also an OTC derivatives dealer           | Security-based swap dealer                                 | Major security-based swap participant |                                            |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                       |                                                            |                                       |                                            |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |
|                                                                                                                                           | (No. and Street)                                           |                                       |                                            |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |
| (City)                                                                                                                                    | (State)                                                    |                                       | (Zip Code)                                 |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                              |                                                            |                                       |                                            |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |
| (Name)                                                                                                                                    | (Area Code – Telephone Number)                             | (Email Address)                       |                                            |
|                                                                                                                                           | B.<br>ACCOUNTANT IDENTIFICATION                            |                                       |                                            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                                                 |                                                            |                                       |                                            |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |
|                                                                                                                                           | (Name – if individual, state last, first, and middle name) |                                       |                                            |
| _____________________________________________________________________________________                                                     |                                                            |                                       |                                            |
| (Address)                                                                                                                                 | (City)                                                     | (State)                               | (Zip Code)                                 |
| _____________________________________________________________________________________<br>(Date of Registration with PCAOB)(if applicable) |                                                            |                                       | (PCAOB Registration Number, if applicable) |
|                                                                                                                                           | FOR OFFICIAL USE ONLY                                      |                                       |                                            |
|                                                                                                                                           |                                                            |                                       |                                            |

\* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

{19}------------------------------------------------

DocuSign Envelope ID: 7C1D3885-42CD-4453-AB30-407B62B2950B

#### OATH OR AFFIRMATION

I, Linda Crane, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Nasdaq Capital Markets Advisory, LLC, as of December 31, 2023, is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any

account classified solely as that of a customer \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature

Principal Financial Officer \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title

Based upon relief from Commission staff and difficulties arising from COVID-19, this filing is made without notarization

#### This filing\*\* contains (check all applicable boxes):

- (a) Statement of financial condition.
- (b) Notes to consolidated statement of financial condition.
- o (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X).
- o (d) Statement of cash flows.
- o (e) Statement of changes in stockholders or partners or sole proprietors equity.
- o (f) Statement of changes in liabilities subordinated to claims of creditors.
- o (g) Notes to consolidated financial statements.
- o (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- o (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- o (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- o (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable.
- o (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- o (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- o (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3- 3(p)(2) or 17 CFR 240.18a-4, as applicable.
- o (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- o (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- o (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- o (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- o (t) Independent public accountants report based on an examination of the statement of financial condition.
- (u) Independent public accountants report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- o (v) Independent public accountants report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- o (w) Independent public accountants report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- o (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable.

{20}------------------------------------------------

- o (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- <sup>o</sup> (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
- o \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable.

{21}------------------------------------------------

#### STATEMENT OF FINANCIAL CONDITION

Nasdaq Capital Markets Advisory, LLC December 31, 2023 With Report of Independent Registered Public Accounting Firm

{22}------------------------------------------------

Statement of Financial Condition

December 31, 2023

# Contents

#### Facing Page and Oath or Affirmation

| Report of Independent Registered Public Accounting Firm 1 |  |
|-----------------------------------------------------------|--|
| Financial Statements                                      |  |
| Statement of Financial Condition 2                        |  |
| Notes to Statement of Financial Condition3                |  |

{23}------------------------------------------------

![](_page_23_Picture_0.jpeg)

One Manhattan West New York, NY 10001

Ernst & Young LLP Tel: +1 212 773 3000 Fax: +1 212 773 6350 ey.com

#### Report of Independent Registered Public Accounting Firm

To the Member and Management of Nasdaq Capital Markets Advisory, LLC

#### Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Nasdaq Capital Markets Advisory, LLC (the Company ) as of December 31, 2023 opinion, the financial statement presents fairly, in all material respects, the financial position of the Company at December 31, 2023, in conformity with U.S. generally accepted accounting principles.

#### Basis for Opinion

This financial statement is to express registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We have served as the 06.

March 13, 2024

{24}------------------------------------------------

# Statement of Financial Condition

| Statement of Financial Condition |                 |
|----------------------------------|-----------------|
| December 31, 2023                |                 |
| Assets                           |                 |
| Cash                             | \$<br>929,287   |
| Receivable from Nasdaq, Inc.     | 145,309         |
| Other assets                     | 3,801           |
| Total assets                     | \$<br>1,078,397 |
| Member's equity                  | 1,078,397       |
| Total member's equity            | \$<br>1,078,397 |

{25}------------------------------------------------

Notes to Statement of Financial Condition

December 31, 2023

#### 1. Organization and Description of the Business

Nasdaq Capital Markets Advisory, LLC (the "Company") is a wholly owned subsidiary of Nasdaq Corporate Solutions, LLC (the "Parent") which is a wholly owned subsidiary of Nasdaq, Inc. ("Nasdaq"). The Company acts as a third-party advisor to privately-held or publicly-traded companies during Initial Public Offerings ("IPO"), follow-on equity offerings, at-the-market equity offerings, private placement offerings and Regulation A equity offerings (an exemption from registration requirements with the SEC that applies to public offerings of securities). The Company's role is limited to providing a company, or an investment bank on behalf of a company, with reports, profiles and other pertinent advisory information. The Company manages and operates it's business as one reportable segment. The Company also engages in the distribution of the affiliate's analytical reports relating to Unit Investment Trusts ("UITs") products. The Company business activities also include marketing and wholesaling of Exchange Traded Products ("ETPs") to investment advisers.

The Company is subject to regulation by the SEC, FINRA, the SROs and the various state securities regulators. The Company is a member of the Securities Investor Protection Corporation.

## 2. Summary of Significant Accounting Policies Basis of Presentation

The financial statements are prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), as codified in the Accounting Standards Codification ("ASC") and set forth by the Financial Accounting Standards Board ("FASB").

#### Use of Estimates

The preparation of the Company's financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

{26}------------------------------------------------

#### Cash

The Company considers short-term investments with initial maturities of three months or less from the date of purchase to be cash equivalents. The Company held no cash equivalents at December 31, 2023. The Company's cash is held by one financial institution in a non-interest bearing account which, at times, may exceed federally insured limits.

## Advisory Fee Revenues

The company earns revenues by serving as a distributor for UIT marketing materials and engaging in marketing and wholesaling of exchange traded products (ETPs) to investment advisors. The company also engages financial advisors and institutions to solicit investment in specified ETFs which track Nasdaq and Nasdaq Dorsey Wright (NDW) indexes.

Substantially all our advisory fee revenues are considered to be revenues from contracts with customers. We do not have obligations for warranties, returns or refunds to customers. For the contracts with customers, our performance obligations are short-term in nature. We do not have revenues recognized from performance obligations that were satisfied in prior periods and do not have any unsatisfied performance obligations at December 31, 2023.

Advisory fee revenue is recognized when identified performance obligations are determined to be complete and the income is deemed reasonably determinable.

#### Income Taxes

The Company is a single-member limited liability company and is not subject to federal and state income taxes. The Company's operating results are included in the federal, state and local income tax returns filed by Nasdaq.

Nasdaq's Federal income tax return is under audit for tax year 2018 and is subject to examination by the Internal Revenue Service for the years 2020 through 2022. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2022.

# 3. Related-Party Transactions

Primarily all expenses of the Company are settled on the Company's behalf by Nasdaq and the Parent. These expenses are then charged to the Company, at cost, through intercompany charges, resulting in a payable to Nasdaq. The Parent agreed to provide the Company with support services,

{27}------------------------------------------------

including but not limited to, direct financial and business management support for which the Company will reimburse The Parent an agreed upon amount for these services each month.

At December 31, 2023, \$145,309 was recorded in Receivable from Nasdaq, Inc. All affiliates are ultimately wholly-owned by Nasdaq. It is the intent and ability of management to settle all intercompany balances between Nasdaq and its wholly-owned subsidiaries, such as the Company and its Parent, on a net basis, as Nasdaq serves as the master financing entity for all wholly-owned subsidiaries. In addition, all intercompany transactions are guaranteed by Nasdaq and are settled in accordance with the Nasdaq's intercompany settlement policy. The Company records all transactions to and from affiliates, subject to the netting arrangement into a single account.

## 4. Regulatory Requirements

The Company is subject to the SEC's Uniform Net Capital Rule ("SEC Rule15c3-1"), which requires the maintenance of minimum net capital. The Company computes its net capital requirements under the basic method provided by SEC Rule 15c3-1. At December 31, 2023, the Company had net capital of \$929,287 which was \$924,287 in excess of its required minimum net capital of \$5,000.

Advances to affiliates, dividend payments and other equity withdrawals are subject to certain notification and other requirements of SEC Rule 15c3-1 and other regulatory bodies. The Company is exempt from the computation of reserve requirements under Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to providing advisory services to private and public companies, distributing analytical reports relating to Unit Investment Trust ("UIT") products, and the marketing and wholesaling of Exchange Traded Products ("ETP") to investment advisors. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers, and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. General Litigation and Regulatory Matters

#### 5. Commitments and Contingent Liabilities

The Company may be subject to claims as well as reviews by self-regulatory agencies arising out of the conduct of its business.

Management is not aware of any unasserted claims or assessments that would have a material adverse effect on the financial position and the results of operations of the Company.

{28}------------------------------------------------

#### Risks and Uncertainties

Cash is held by one financial institution. In the event that the financial institution is unable to fulfill its obligations, the Company would be subject to credit risk. Bankruptcy or insolvency may cause the Company's rights with respect to the cash held to be delayed or limited.

#### 6. Fair Value of Financial Instruments

The Company's financial assets are recorded at fair value or at amounts that approximate fair value. These assets include Cash, Other assets, and Receivable from Nasdaq, Inc. The carrying amounts reported in the statement of financial condition for the Company's financial instruments closely approximate their fair values due to the short-term nature of these assets.

#### 7. Subsequent Events

The Company has evaluated all subsequent events through March 13, 2024, the date as of which these financial statements are available to be issued, and has determined that no subsequent events have occurred that would require disclosure in the financial statements or accompanying notes.

{29}------------------------------------------------

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One Manhattan West New York, NY 10001

Ernst & Young LLP Tel: +1 212 773 3000 Fax: +1 212 773 6350 ey.com

#### Report of Independent Registered Public Accounting Firm

To the Member and Management of Nasdaq Capital Markets Advisory, LLC

We have reviewed management's statements, included in the accompanying Nasdaq Capital Markets Advisory, LLC 15c3-3 Exemption Report, in which Nasdaq Capital Markets Advisory, LLC (the Company) stated that:

- (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and
- (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to 1. Broker providing advisory services to private and public to investment advisors. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended December 31, 2023, without exception.

Management is responsible for compliance with 17 C.F.R. § 240.15c3-3 and its statements.

Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to 240.15c3-3. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to pursuant to footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5.

This report is intended solely for the information and use of the member, management, the SEC, the Financial Industry Regulatory Authority, other regulatory agencies that rely on Rule 17a-5 under the Securities Exchange Act of 1934 in their regulation of registered brokers and dealers, and other recipients specified by Rule 17a-5(d)(6) and is not intended to be and should not be used by anyone other than these specified parties.

March 13, 2024

{30}------------------------------------------------

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## Nasdaq Capital Markets Advisory, LLC 15c3-3 Exemption Report

Nasdaq Capital Markets Advisory, LLC (the Company) is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, Reports to be made by certain brokers and dealers). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following:

> (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3- 3, and

(2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to 1. Broker providing advisory services to private and public companies; 2. Distribution of affiliates analytical reports relating to Unit Investment Trusts (UITs) products; and 3. Marketing and wholesaling of Exchange Traded Products (ETPs) to investment advisors. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended December 31, 2023 without exception. I, Linda Crane, affirm that, to the best of my knowledge and belief, this Exemption Report is true and Chief Financial Officer

accurate.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Linda Crane Nasdaq Capital Markets Advisory, LLC

\_\_\_March 13, 2024\_\_\_\_\_\_\_ Date

{31}------------------------------------------------

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One Manhattan West New York, NY 10001

Ernst & Young LLP Tel: +1 212 773 3000 Fax: +1 212 773 6350 ey.com

#### Report of Independent Registered Public Accounting Firm on Applying Agreed-Upon Procedures

To the Member and Management of Nasdaq Capital Markets Advisory, LLC:

We have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below on the accompanying General Assessment Reconciliation (Form SIPC-7A) for the year ended December 31, 2023. Management of Nasdaq Capital Markets Advisory, LLC (Company) is responsible for its Form SIPC-7A and for its compliance with the applicable instructions on Form SIPC-7A.

Management of the Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting you and SIPC in evaluating the -7A for the year ended December 31, 2023. Additionally, SIPC has agreed to and acknowledged that the procedures performed are appropriate for their intended purpose. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

The procedures we performed and the associated findings are as follows:

- 1. Compared the listed assessment payments in Form SIPC-7A with respective cash disbursement records entries bank records. We identified an overpayment by the Company.
- 2. Compared the total revenue amounts reported on the annual audited report Form X-17A-5 Part III for the fiscal year ended December 31, 2023, with the total revenue amounts reported in Form SIPC-7A for the year-ended December 31, 2023. No findings were found as a result of applying the procedure.
- 3. Compared any adjustments reported in Form SIPC-7A with supporting schedules and working papers and sub-ledger systems. No findings were found as a result of applying the procedure.
- 4. Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7A and in the related schedules and working papers supporting the adjustments. No findings were found as a result of applying the procedure.

{32}------------------------------------------------

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5. Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7A on which it was originally computed. An overpayment of \$79 was applied to the current assessment in the form SIPC-7A for which we were not provided supporting records.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants and in accordance with the standards of the Public Company Accounting Oversight Board (United States). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to and did not conduct an examination or a review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Com -7A and for its compliance with the applicable instructions on Form SIPC-7A for the year ended December 31, 2023. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. considered minor and were not included in our findings. We are required to be independent of the Company and to meet our other ethical intended to be, and should not be, used by anyone other than these specified parties.

As agreed, any differences when performing procedures over the accompanying Form SIPC-7A that are less than \$1, due to the SIPC online portal rounding down to the nearest dollar, were

responsibilities in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

This report is intended solely for the information and use of the Company and SIPC and is not

March 13, 2024

{33}------------------------------------------------

#### AMENDED GENERAL ASSESSMENT FORM

For the fiscal year ended 12/31/2023

|   | Determination of "SIPC NET Operating Revenues" and General Assessment for:<br>SEC No.<br>MEMBER NAME<br>NASDAQ CAPITAL MARKETS ADVISORY LLC<br>8-52750<br>For the fiscal period beginning<br>and ending _ 12/31/2023                                                                                                                                                                                                                                                                                                                                                       |               |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
| 1 | Total Revenue (FOCUS Report - Statement of Income (Loss) - Code 4030)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | \$ 921,795.00 |
| 2 | Additions:<br>a  Total revenues from the securities business of subsidiaries (except foreign<br>subsidiaries) and predecessors not included above.<br>b Net loss from principal transactions in securities in trading accounts.<br>c Net loss from principal transactions in commodities in trading accounts.<br>d Interest and dividend expense deducted in determining item 1.<br>e  Net loss from management of or participation in the underwriting or<br>distribution of securities.<br>f Expenses other than advertising, printing, registration fees and legal fees |               |
|   | deducted in determining net profit management of or participation in<br>underwriting or distribution of securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |               |
|   | g Net loss from securities in investment accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |               |
|   | h  Add lines 2a through 2g. This is your total additions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | \$ 0.00       |
| 3 | Add lines 1 and 2h                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | \$ 921,795.00 |
| 4 | Deductions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               |
|   | a  Revenues from the distribution of shares of a registered open end investment<br>company or unit investment trust, from the sale of variable annuities, from the<br>business of insurance, from investment advisory services rendered to<br>registered investment companies or insurance company separate accounts<br>and from transactions in security futures products.<br>b Revenues from commodity transactions.<br>c Commissions, floor brokerage and clearance paid to other SIPC members<br>in connection with securities transactions.                           |               |
|   | d Reimbursements for postage in connection with proxy solicitations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |               |
|   | e  Net gain from securities in investment accounts.<br>f 100% commissions and markups earned from transactions in (1) certificates<br>of deposit and (ii) Treasury bills, bankers acceptances or commercial paper<br>that mature nine months or less from issuance date.                                                                                                                                                                                                                                                                                                   |               |
|   | g Direct expenses of printing, advertising, and legal fees incurred in connection<br>with other revenue related to the securities business (revenue defined by<br>Section 16(9)(L) of the Act).<br>h Other revenue not related either directly or indirectly to the securities business.                                                                                                                                                                                                                                                                                   |               |
|   | Deductions in excess of \$100,000 require documentation<br>5 a Total interest and dividend expense (FOCUS Report - Statement<br>of Income (Loss) - Code 4075 plus line 2d above) but<br>not in excess of total interest and dividend income                                                                                                                                                                                                                                                                                                                                |               |
|   | b 40% of margin interest earned on customers securities accounts<br>(40% of FOCUS Report - Statement of Income (Loss) -<br>Code 3960)                                                                                                                                                                                                                                                                                                                                                                                                                                      |               |
|   | c  Enter the greater of line 5a or 5b                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | \$ 0.00       |
| 6 | Add lines 4a through 4h and 5c. This is your total deductions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | \$ 0.00       |
| 7 | Subtract line 6 from line 3. This is your SIPC Net Operating Revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | \$ 921,795.00 |

{34}------------------------------------------------

SIPC-7A 37 REV 0722

#### AMENDED GENERAL ASSESSMENT FORM

For the fiscal year ended 12/31/2023

| 8  |                                                                        | Multiply line 7 by .0015. This is your General Assessment.                                                                                                                                                                   |                                                           |                                        | \$ 1,382.00 |
|----|------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|----------------------------------------|-------------|
| 9  |                                                                        | Current overpayment/credit balance, if any                                                                                                                                                                                   |                                                           |                                        | \$ 79.00    |
| 10 |                                                                        | General assessment from last filed 2023 SIPC-7 or 7A                                                                                                                                                                         |                                                           | \$ 1,663.00                            |             |
| 11 | c  Any other overpayments applied<br>f  Add lines 11a through 11e      | a  Overpayment(s) applied on all  2023  SIPC-6 and 6A(s)<br>b Overpayment(s) applied on all 2023 SIPC-7 and 7A(s)<br>d All payments applied for 2023 SIPC-6 and 6A(s)<br>e  All payments applied for  2023  SIPC-7 and 7A(s) | \$ 79.00<br>\$ 79.00<br>\$ 0.00<br>\$ 565.00<br>\$ 940.00 | \$ 1,663.00                            |             |
| 12 | LESSER of line 10 or 11f.                                              |                                                                                                                                                                                                                              |                                                           |                                        | \$ 1,663.00 |
| 13 | a  Amount from line 8<br>b Amount from line 9<br>c Amount from line 12 |                                                                                                                                                                                                                              |                                                           | \$ 1,382.00<br>\$ 79.00<br>\$ 1,663.00 |             |
|    |                                                                        | d Subtract lines 13b and 13c from 13a. This is your assessment balance due.                                                                                                                                                  |                                                           |                                        | (\$ 360.00) |
| 14 |                                                                        | Interest (see instructions) for 12 days late at 20% per annum                                                                                                                                                                |                                                           |                                        | \$ 0.00     |
| 15 |                                                                        | Amount you owe SIPC. Add lines 13d and 14.                                                                                                                                                                                   |                                                           |                                        | \$ 0.00     |
| 16 |                                                                        | Overpayment/credit carried forward (if applicable)                                                                                                                                                                           |                                                           |                                        | (\$ 360.00) |
|    | SEC No.<br>8-52750                                                     | Designated Examining Authority<br>DEA: FINRA                                                                                                                                                                                 | FYF<br>2023                                               | Month<br>Dec                           |             |
|    | MEMBER NAME<br>MAILING ADDRESS                                         | NASDAQ CAPITAL MARKETS ADVISORY LLC<br>ATTN: ACCOUNTS PAYABLE<br>151 WEST 42ND ST<br>NEW YORK, NY  10036                                                                                                                     |                                                           |                                        |             |

Subsidiaries (S) and predecessors (P) included in the form (give name and SEC number)

7 By checking this box, you certify that you have the authority of the SIPC member to sign this form; that all information in this form is true and complete; and that on behalf of the SIPC member, you are authorized, and do hereby consent, to the storage and handling by SIPC of the data in accordance with SIPC's Privacy Policy

| NASDAQ CAPITAL MARKETS ADVISORY LLC | Linda Crane            |
|-------------------------------------|------------------------|
| (Name of SIPC Member)               | (Authorized Signatory) |
| 3/13/2024                           | linda.crane@nasdaq.com |
|                                     |                        |

(Date)

(e-mail address)

Completion of the "Authorized Signatory" line will be deemed a signature.

This form and the assessment payment are due 60 days after the end of the fiscal year.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
