8076 Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 

27 15 U.S.C. 78f(b)(5). 

28 15 U.S.C. 78f(b)(7). 

29The Commission received one comment letter 

on the proposal that was generally supportive. See 

Letter from Melody Brand, dated Dec. 16, 2024. 

30 15 U.S.C. 78s(b)(2). 

31 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

5Capitalized terms not defined herein are defined 

in the Rules, By-Laws and Organization Certificate 

of DTC (‘‘DTC Rules’’) or the National Securities 

Clearing Corporation (‘‘NSCC’’) Rules & Procedures 

(‘‘NSCC Rules’’), available at https://www.dtcc.com/ 

legal/rules-and-procedures, or the Second 

Amended and Restated Netting Contract and 

Limited Cross-Guaranty, dated as of October 1, 

2002, between NSCC and DTC, as applicable. 

6The Cross-Guaranty Agreement (i) is a Clearing 

Agency Agreement as defined in the DTC Rules 

(DTC Rule 1, Definitions; Governing Law, supra 

note 5) and is subject to, inter alia, Rule 9(E) of the 

DTC Rules (DTC Rule 9(E), Clearing Agency 

Agreements, supra note 5), and (ii) is a Clearing 

Agency Cross-Guaranty Agreement as defined in the 

NSCC Rules (NSCC Rule 1, Definitions and 

Descriptions, supra note 5) and is subject to, inter 

alia, Rule 25 of the NSCC Rules (NSCC Rule 25, 

Cross-Guaranty Obligation, supra note 5). 

7 15 U.S.C. 78(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Clearing Agency to give the 

Commission written notice of its intent to file the 

proposed rule change, along with a brief description 

and text of the proposed rule change, at least five 

business days prior to the date of filing of the 

proposed rule change, or such shorter time as 

Exchange as set forth in Part 12 of the 

Company Guide. Accordingly, the 

proposal is appropriate in light of the 

need to protect investors and the public 

interest and the Exchange’s process for 

review of a delisting determination will 

continue to provide a fair procedure for 

the review of delisting determinations 

in accordance with Section 6(b)(7) of the 

Act. 

In sum, the Exchange’s proposal 

appropriately identifies securities listed 

on its market that are more likely to 

have serious recurrent issues in 

regaining and maintaining compliance 

with the Exchange’s continued listing 

standards, and proposes reasonable 

changes to shorten the time that such 

non-compliant securities can remain 

trading on the Exchange, thereby 

protecting investors and the public 

interest in accordance with Section 

6(b)(5) of the Act,27 while at the same 

time maintaining a fair procedure for 

affected companies to seek review of a 

delisting determination from the 

Committee for Review of the Board of 

Directors of the Exchange in accordance 

with Section 6(b)(7) of the Act.28 For 

these reasons, the Commission finds 

that the proposed rule change is 

consistent with the requirements of the 

Act.29

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,30 that the 

proposed rule change (SR–NYSEAMER– 

2024–61), be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01549 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102219; File No. SR– 

NSCC–2025–001] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend and Restate 

the Second Amended and Restated 

Netting Contract and Limited CrossGuaranty Between NSCC and DTC 

January 16, 2025. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on January 2, 2025, National Securities 

Clearing Corporation (‘‘NSCC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Item I below, which Item has been 

substantially prepared by the clearing 

agency. NSCC filed the proposed rule 

change pursuant to Section 19(b)(3)(A) 

of the Exchange Act 3 and Rule 19b– 

4(f)(6) 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 purpose of this proposed rule 

change 5 is to amend and restate the 

Second Amended and Restated Netting 

Contract and Limited Cross-Guaranty, 

dated as of October 1, 2002, between 

NSCC and DTC (the ‘‘Cross-Guaranty 

Agreement’’).6 As part of the proposed 

amendment and restatement of the 

Cross-Guaranty Agreement, NSCC and 

DTC (each, a ‘‘Clearing Agency,’’ and, 

together, the ‘‘Clearing Agencies’’) 

propose to enter into a Third Amended 

and Restated Netting Contract and 

Limited Cross-Guaranty. The proposed 

changes would amend and restate the 

Cross-Guaranty Agreement to (i) revise 

the description of the Clearing Agencies’ 

cross-endorsement procedures to better 

reflect current practices of the Clearing 

Agencies, (ii) simplify and consolidate 

the liquidity and guaranty obligations of 

the Clearing Agencies under the current 

Cross-Guaranty Agreement into a single 

guaranty obligation of each Clearing 

Agency, (iii) provide for the netting of 

guaranty obligations between the 

Clearing Agencies’ in certain instances, 

(iv) provide for more up-to-date 

valuations of securities under the CrossGuaranty Agreement, (v) provide for the 

Clearing Agency receiving securities in 

connection with the performance of the 

other Clearing Agency’s guaranty 

obligation the ability to select the 

particular securities it receives, (vi) 

enhance the information sharing 

between the Clearing Agencies under 

the Cross-Guaranty Agreement, and (vii) 

make appropriate conforming and 

clarifying changes to the Cross-Guaranty 

Agreement. 

The proposed rule change, including 

the Clearing Agency’s statement of the 

purpose of, and statutory basis for, the 

proposed rule change, is available on 

the Clearing Agency’s website at https:// 

www.dtcc.com/legal/sec-rule-filings and 

on the Commission’s website at https:// 

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

NSCC?file_number=SR-NSCC-2025-001. 

II. Date of Effectiveness of the Proposed 

Rule Change and Timing for 

Commission Action 

The Clearing Agency has filed the 

proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 7 and Rule 

19b–4(f)(6) 8 thereunder. Because the 

foregoing proposed rule change does 

not: (i) significantly affect the protection 

of investors or the public interest; (ii) 

impose any significant burden on 

competition; or (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 9 and Rule 19b– 

4(f)(6) 10 thereunder. 


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Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 8077 

designated by the Commission. The Clearing 

Agency has satisfied this requirement. 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

14Copies of the submission, all subsequent 

amendments, all written statements with respect to 

the proposed rule change that are filed with the 

Commission, and all written communications 

relating to the proposed rule change between the 

Commission and any person, other than those that 

may be withheld from the public in accordance 

with the provisions of 5 U.S.C. 552, will be 

available for website viewing and printing in the 

Commission’s Public Reference Room, 100 F Street 

NE, Washington, DC 20549, on official business 

days between the hours of 10 a.m. and 3 p.m. 

Copies of the filing also will be available for 

inspection and copying at the principal office of 

SRO. 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f). At any time within 60 days 

of the filing of the proposed rule change, the 

Commission summarily may temporarily suspend 

such rule change if it appears to the Commission 

that such action is necessary or appropriate in the 

public interest, for the protection of investors, or 

otherwise in furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission will institute proceedings to determine 

whether the proposed rule change should be 

approved or disapproved. 

5An ‘‘Industry Member’’ is defined as ‘‘a member 

of a national securities exchange or a member of a 

national securities association.’’ See Nasdaq Rule 

General 7(u); See also Section 1.1 of the CAT NMS 

Plan. Unless otherwise specified, capitalized terms 

used in this rule filing are defined as set forth in 

the CAT NMS Plan and/or the CAT Compliance 

Rule. See Nasdaq Rule General 7 (Consolidated 

Audit Trail Compliance). 

6Copies of the submission, all subsequent 

amendments, all written statements with respect to 

the proposed rule change that are filed with the 

Commission, and all written communications 

relating to the proposed rule change between the 

Commission and any person, other than those that 

may be withheld from the public in accordance 

with the provisions of 5 U.S.C. 552, will be 

available for website viewing and printing in the 

Commission’s Public Reference Room, 100 F Street 

NE, Washington, DC 20549, on official business 

days between the hours of 10 a.m. and 3 p.m. 

Copies of the filing also will be available for 

Continued 

A proposed rule change filed under 

Rule 19b–4(f)(6) 11 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),12 the 

Commission may designate a shorter 

time if such action is consistent with 

protection of investors and the public 

interest. The Clearing Agency has asked 

the Commission to waive the 30-day 

operative delay so that the proposed 

rule change may become operative 

immediately upon filing. The 

Commission believes that waving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission designates the proposed 

rule change to be operative upon 

filing.13

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act.14

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NSCC-2025- 

001) or by sending an email to rulecomments@sec.gov. Please include file 

number SR–NSCC–2025–001 on the 

subject line. Alternatively, paper 

comments may be sent to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to file number SR–NSCC–2025– 

001. 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-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NSCC-2025- 

001). 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–NSCC–2025–001 and should be 

submitted on or before February 13, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01548 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102213; File No. SR– 

NASDAQ–2025–002] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC.; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish 

Fees for Industry Members Related to 

Reasonably Budgeted CAT Costs of 

the National Market System Plan 

Governing the Consolidated Audit Trail 

for 2025 

January 16, 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 January 2, 

2025, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Item I 

below, which Item has been 

substantially prepared by the Exchange. 

The Exchange has designated this 

proposal for immediate effectiveness 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f) thereunder.4

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes a rule change 

to establish fees for Industry Members 5

related to reasonably budgeted CAT 

costs of the National Market System 

Plan Governing the Consolidated Audit 

Trail for 2025. 

The proposed rule change, including 

the Exchange’s statement of the purpose 

of, and statutory basis for, the proposed 

rule change, is available on the 

Exchange’s website at https://

listingcenter.nasdaq.com/rulebook/ 

nasdaq/rulefilings, at the principal 

office of the Exchange, and on the 

Commission’s website at https://

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-NASDAQ-2025-002. 

II. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act.6


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