Federal Register 30-Day Notice

Federal Register / Vol. 90, No. 227 / Friday, November 28, 2025 / Notices

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compliance with proposed Nasdaq Rule
5703,65 which would include any
failure of the issuer to comply with Rule
6c–11 under the Investment Company
Act or with the terms and conditions of
the Multi-Class Fund Exemptive
Relief.66 Further, proposed Nasdaq Rule
5703(d)(2)(A)(iii) requires that the
Exchange commence delisting
proceedings for Class ETF Shares if,
following the initial 12-month period
after commencement of trading on the
Exchange, there are fewer than 50
beneficial holders of the Class ETF
Shares for 30 or more consecutive
trading days.67 Finally, the Exchange
deems Class ETF Shares to be equity
securities and represents, therefore, that
such Class ETF Shares would be subject
to the full panoply of Exchange rules
and procedures that currently govern
the trading of equity securities on the
Exchange.68 The Exchange states that
Class ETF Shares will be subject to rules
governing Exchange member disclosure
obligations in connection with equities
trading, and that Rule 6c–11 under the
Investment Company Act does not
change the applicability of these
Exchange rules with respect to these
securities.69
This approval order is based on all of
the Exchange’s representations and
descriptions in the proposed rule
change, including those set forth above
and in Amendment No. 2, which the
Commission has carefully evaluated as
discussed above. For the foregoing
reasons, the Commission finds that the
proposed rule change, as modified by
Amendment No. 2, is consistent with
Sections 6(b)(1) and 6(b)(5) of the Act 70
and the rules and regulations
65 See Nasdaq Rule 5701(d) (requiring a company
with securities listed under the Nasdaq Rule 5700
Series to provide the Exchange with prompt
notification after the company becomes aware of
any non-compliance by the company with the
requirements of the Nasdaq Rule 5700 Series). See
supra note 53 and accompanying text.
66 The Exchange further represents that failure by
an issuer to notify the Exchange of non-compliance
pursuant to Nasdaq Rule 5701(d) would itself be
considered non-compliance with the requirements
of Nasdaq Rule 5703 and would subject the Class
ETF Shares to potential trading halts and the
delisting process under the Nasdaq Rule 5800
Series. See supra note 27 and accompanying text.
67 See proposed Nasdaq Rule 5703(d)(2)(A)(iii).
68 See supra note 30 and accompanying text.
69 With respect to trading in Class ETF Shares, the
Exchange further represents that all of the Nasdaq
member obligations relating to product description
and prospectus delivery requirements will continue
to apply in accordance with the Exchange rules and
federal securities laws, and Nasdaq will continue to
monitor its members for compliance with such
requirements, which are not changing as a result of
the Multi-Class Fund Exemptive Relief order issued
under the Investment Company Act. See supra note
30 and accompanying text.
70 15 U.S.C. 78f(b)(1) and 15 U.S.C. 78f(b)(5),
respectively.

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thereunder applicable to a national
securities exchange.
IV. Solicitation of Comments on
Amendment No. 2 to the Proposed Rule
Change
Interested persons are invited to
submit written data, views, and
arguments concerning whether the
proposed rule change, as modified by
Amendment No. 2, 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–
NASDAQ–2025–037 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–NASDAQ–2025–037. 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 filing 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–NASDAQ–2025–037
and should be submitted on or before
December 19, 2025.
V. Accelerated Approval of Proposed
Rule Change, as Modified by
Amendment No. 2
The Commission finds good cause to
approve the proposed rule change, as
modified by Amendment No. 2, prior to
the 30th day after the date of
publication of Amendment No. 2 in the
Federal Register. Amendment No. 2
reflects the Commission’s grant of the
Multi-Class Fund Exemptive Relief and
provides additional clarity with respect
to the application of the Exchange’s
proposed listing standards and the
requirements of the Multi-Class Fund
Exemptive Relief. Amendment No. 2
also makes certain additional
corrections that are minor and technical

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in nature. In addition, the proposal, as
modified by Amendment No. 1, has
been subject to public comment and no
comments have been received.
The Commission finds that
Amendment No. 2 to the proposed rule
change raises no novel regulatory issues
that have not previously been subject to
comment, and is reasonably designed,
among other things, to prevent
fraudulent and manipulative acts and
practices, to remove impediments to
and perfect the mechanism of a free and
open market, and, in general, to protect
investors and the public interest. The
Commission also finds that Amendment
No. 2 to the proposed rule change is
consistent with Section 11A(a)(1)(C)(iii)
of the Act.71 Accordingly, pursuant to
Section 19(b)(2) of the Act,72 the
Commission finds good cause to
approve the proposed rule change, as
modified by Amendment No. 2, on an
accelerated basis.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,73 that the
proposed rule change (SR–NASDAQ–
2025–037), as modified by Amendment
No. 2, be, and it hereby is, approved on
an accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.74
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–21406 Filed 11–26–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0211]

Agency Information Collection
Activities; Comment Request;
Extension: Rule 18f–1 and Form N–
18f–1
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 350l–3520), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
71 See
72 15

supra note 39 and accompanying text.
U.S.C. 78s(b)(2).

73 Id.
74 17

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Federal Register / Vol. 90, No. 227 / Friday, November 28, 2025 / Notices

Rule 18f–1 (17 CFR 270.18f–1)
enables a registered open-end
management investment company
(‘‘fund’’) that may redeem its securities
in-kind, by making a one-time election,
to commit to make cash redemptions
pursuant to certain requirements
without violating section 18(f) of the
Investment Company Act of 1940 (15
U.S.C. 80a–18(f)). A fund relying on the
rule must file Form N–18F–1 (17 CFR
274.51) to notify the Commission of this
election. The Commission staff
estimates that 8 funds file Form N–18F–
1 annually, and that each response takes
one hour. Based on these estimates, the
total annual burden hours associated
with the rule is estimated to be 8 hours.
The estimated burden hours associated
with rule 18f–1 and Form 18F–1 have
decreased by 4 hours from the current
allocation of 12 hours. This decrease is
due to a decrease in the estimated
number of investment companies filing
Form N–18F–1 annually. There is no
external cost associated with this
collection of information.
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study of the
costs of Commission rules. The
collection of information required by
rule 18f–1 is necessary to obtain the
benefits of the rule. Responses to the
collection of information will not be
kept confidential.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid OMB
Control Number.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202509-3235-006
or send an email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice by
December 29, 2025.
Dated: November 24, 2025.
Sherry R. Haywood,
Assistant Secretary.
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[Release No. 34–104250; File No. SR–
NSCC–2025–015]

Self-Regulatory Organizations;
National Securities Clearing
Corporation; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the NSCC
Rules To Align With Exchange Act
Rule 17ad–26
November 24, 2025.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
21, 2025, National Securities Clearing
Corporation (‘‘NSCC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the clearing agency. NSCC filed the
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(4) thereunder.4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The proposed rule change certain
changes to Rule 42 (Wind-down of the
Corporation) of the Rules of National
Securities Clearing Corporation
(‘‘NSCC’’) 5 to revise certain defined
terms and make related technical
changes to align with Exchange Act
Rule 17ad–26 6 (‘‘SEC Rule 17ad–26’’ or
‘‘Rule 17ad–26’’) promulgated by the
Commission.
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the
clearing agency included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
clearing agency has prepared
1 15

[FR Doc. 2025–21389 Filed 11–26–25; 8:45 am]

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U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(4).
5 Terms not otherwise defined herein have the
meaning set forth in the NSCC Rules (the ‘‘Rules’’),
available at www.dtcc.com/legal/rules-andprocedures.
6 Covered Clearing Agency Resilience and
Recovery and Orderly Wind-down Plan, Exchange
Act Release No. 101446 (Oct. 25, 2024), 89 FR
91000 (Nov.18, 2024) (S7–10–23).
2 17

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summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
1. Purpose
The Commission promulgated Rule
17ad–26,7 which requires that plans for
the recovery and orderly wind-down of
a covered clearing agency, such as
NSCC, include certain specific
elements. The Commission recently
approved NSCC’s proposed rule change
to reflect the requirements of Rule
17ad–26 in the NSCC Recovery & Winddown Plan (the ‘‘Plan’’ or ‘‘RWP’’).8 For
purposes of implementing certain
aspects of the RWP, NSCC is proposing
to revise certain defined terms and make
certain technical changes to NSCC Rule
42 (Wind-down of the Corporation),9 in
order to align with how they are referred
to in the Plan and to conform with the
definitions set forth in Rule 17ad–26.10
A. Proposal To Modify or Add Certain
Defined Terms in NSCC Rule 42 (Winddown of the Corporation)
(i) Proposal To Replace the Term
‘‘Critical Services’’ With ‘‘Core
Services’’
Consistent with SEC Rule 17ad–
26(a)(1),11 NSCC is proposing to modify
NSCC Rule 42 to replace all references
to ‘‘Critical Services’’ with ‘‘Core
Services.’’ Use of the descriptive term
‘‘Core’’ rather than ‘‘Critical’’ would not
affect NSCC’s identification,
classification or description of these
services in the RWP. Similarly, the
proposed rule filing would replace all
7 Id.
8 See Securities Exchange Act Release No.103221
(June 10, 2025), 90 FR 25414 (June 16, 2025) (SR–
NSCC–2025–007).
9 NSCC Rule 42 (Wind-down of the Corporation),
supra, note 5.
10 Supra note 6.
11 Id. In the Adopting Release covering Rule
17ad–26, it was noted that ‘‘The Commission is
modifying the final rule to refer to ‘‘core payment,
clearance, and settlement services’’ rather than
‘‘critical payment, clearance, and settlement
services’’ (hereinafter, referred to as ‘‘core services’’)
to improve clarity and consistency with
terminology in other rules, such as Rule 17ad–25(i),
242 which concerns the governance of ‘‘service
providers for core services.’’ Furthermore, the use
of ‘‘core’’ as opposed to ‘‘critical’’ helps distinguish
a CCA’s obligations under Rule 17ad–26 from those
under 17 CFR 242.1000 through 242.1007
(‘‘Regulation SCI’’), which addresses, in the context
of clearing agencies subject to the rule, ‘‘critical
systems’’ that support clearance and settlement.
The Commission further noted that ‘‘Use of the
descriptive term ‘‘core’’ rather than ‘‘critical’’ does
not affect the Commission’s guidance stated in the
RWP Proposing Release on identifying those
services.’’

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