8080 Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 

30 15 U.S.C. 78mm(a)(1). 

31 17 CFR 242.608(e). 

32The requirements related to lifecycle linkages 

between customer orders and representative orders 

set forth in Appendix D, section 3 of the CAT NMS 

Plan are described in the Second Order. See Second 

Order, supra note 12, at 42255–56. 

33 15 U.S.C. 78mm(a)(1). 

34 17 CFR 242.608(e). 

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). 

any rule or regulation thereunder, to the 

extent that such exemption is necessary 

or appropriate in the public interest, 

and is consistent with the protection of 

investors.’’ 30 Rule 608(e) of Regulation 

NMS similarly grants the Commission 

the authority to ‘‘exempt from [Rule 

608], either unconditionally or on 

specified terms and conditions, any selfregulatory organization, member 

thereof, or specified security, if the 

Commission determines that such 

exemption is consistent with the public 

interest, the protection of investors, the 

maintenance of fair and orderly markets 

and the removal of impediments to, and 

perfection of the mechanisms of, a 

national market system.’’ 31

The Commission agrees that 

additional time is needed to identify 

and evaluate appropriate long-term 

solutions for certain trading scenarios. 

In developing those solutions, the 

Commission emphasizes its willingness 

to consider alternative solutions that 

achieve the regulatory goals of Rule 613 

and the CAT NMS Plan. The 

Commission therefore determines that 

the requested extension of the existing 

exemptive relief is appropriate in the 

public interest and consistent with the 

protection of investors under section 

36(a)(1) of the Exchange Act, as well as 

consistent with the public interest, the 

protection of investors, the maintenance 

of fair and orderly markets, and the 

perfection of the mechanisms of a 

national market system under Rule 

608(e) of Regulation NMS. 

Specifically, the Commission grants 

temporary conditional exemptive relief 

from the requirements set forth in 

Appendix D, section 3 of the CAT NMS 

Plan related to lifecycle linkages 

between customer orders and 

representative orders,32 for 

representative order scenarios in which 

Industry Members do not have a 

systematic or direct link between their 

order management systems and 

execution management systems, until 

July 31, 2025. Such relief is intended to 

mirror the exemptive relief provided by 

the Second Order, the Third Order, and 

the Fourth Order. 

III. Conclusion 

Accordingly, it is hereby ordered, 

pursuant to Section 36(a)(1) of the 

Exchange Act 33 and Rule 608(e) under 

the Exchange Act,34 that the abovedescribed temporary conditional 

exemptive relief be granted. 

By the Commission. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01613 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102218; File No. SR–DTC– 

2025–001] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Amend 

and Restate the Second Amended and 

Restated Netting Contract and Limited 

Cross-Guaranty 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, The Depository 

Trust Company (‘‘DTC’’) 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. DTC 

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/ 

dtc?file_number=SR-DTC-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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 8081 

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 

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. 

3See Securities Exchange Act Release No. 100767 

(Aug. 19, 2024), 89 FR 68228 (‘‘Notice’’). Comments 

received on the Notice are available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nasdaq-2024-045/ 

srnasdaq2024045.htm. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 

101238, 89 FR 81956 (Oct. 9, 2024) (designating 

November 21, 2024, as the date by which the 

Commission shall either approve, disapprove, or 

institute proceedings to determine whether to 

disapprove the proposed rule change) (‘‘Notice of 

Extension’’). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 

101662, 89 FR 93369 (Nov. 26, 2024) (‘‘Order 

Instituting Proceedings’’). 

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. 

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. 

III. 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-DTC-2025- 

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

number SR–DTC–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–DTC–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-DTC-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–DTC–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. 2025–01547 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102245; File No. SR– 

NASDAQ–2024–045] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Granting Approval of a Proposed Rule 

Change To Modify the Application of 

the Minimum Bid Price Compliance 

Periods and the Delisting Appeals 

Process for Bid Price Non-Compliance 

in Listing Rules 5810 and 5815 Under 

Certain Circumstances 

January 17, 2025. 

I. Introduction 

On August 6, 2024, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Exchange 

Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to modify the 

application of the minimum bid price 

compliance periods and the delisting 

appeals process for bid price noncompliance in Nasdaq Rules 5810 and 

5815 under certain circumstances. The 

proposed rule change was published for 

comment in the Federal Register on 

August 23, 2024.3 On October 3, 2024, 

pursuant to Section 19(b)(2) of the 

Exchange Act,4 the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether to disapprove the proposed 

rule change.5 On November 20, 2024, 

the Commission initiated proceedings 

under Section 19(b)(2)(B) of the 

Exchange Act 6 to determine whether to 

approve or disapprove the proposed 

rule change.7

This order approves the proposed rule 

change. 


ddrumheller on DSK120RN23PROD with NOTICES1