Federal Register 30-Day Notice

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Federal Register / Vol. 90, No. 146 / Friday, August 1, 2025 / Notices

lotter on DSK11XQN23PROD with NOTICES1

the Division of Trading and Markets
(‘‘Division’’), pursuant to delegated
authority, extended the time period for
Commission action on the proposed rule
change.5 On January 31, 2025, the
Division, pursuant to delegated
authority, instituted proceedings
pursuant to Section 19(b)(2)(B) of the
Exchange Act 6 to determine whether to
approve or disapprove the proposed
rule change.7 On April 29, 2025, the
Division, pursuant to delegated
authority, designated a longer period for
Commission action on proceedings to
determine whether to approve or
disapprove the proposed rule change.8
On June 26, 2025, the Exchange filed
Amendment No. 1 to the proposed rule
change, which replaced and superseded
the proposed rule change in its entirety.
The proposed rule change, as modified
by Amendment No. 1, was published for
comment in the Federal Register on July
2, 2025.9
On July 1, 2025, the Division, acting
on behalf of the Commission by
delegated authority,10 approved the
proposed rule change, as modified by
Amendment No. 1, on an accelerated
basis.11 On July 1, 2025, the Deputy
Secretary of the Commission notified
NYSE Arca that, pursuant to
Commission Rule of Practice 431,12 the
Commission would review the
Division’s action pursuant to delegated
authority and that the Division’s action
pursuant to delegated authority was
stayed until the Commission orders
otherwise.13
Accordingly, it is ordered, pursuant to
Commission Rule of Practice 431, that
by August 22, 2025, any party or other
person may file a statement in support
of, or in opposition to, the action made
pursuant to delegated authority.
5 See Securities Exchange Act Release No. 101939
(Dec. 17, 2024), 89 FR 104581 (Dec. 23, 2024)
(designating February 2, 2025, as the date by which
the Commission shall either approve, disapprove,
or institute proceedings to determine whether to
disapprove the proposed rule change).
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No. 102313
(Jan. 31, 2025), 90 FR 9092 (Feb. 6, 2025).
8 See Securities Exchange Act Release No. 102941
(Apr. 29, 2025), 90 FR 19037 (May 5, 2025)
(designating July 2, 2025, as the date by which the
Commission shall either approve or disapprove the
proposed rule change).
9 See Securities Exchange Act Release No. 103345
(June 27, 2025), 90 FR 29057 (July 2, 2025).
10 17 CFR 200.30–3(a)(12).
11 See Securities Exchange Act Release No.
103364 (July 1, 2025), 90 FR 29923 (July 7, 2025).
12 17 CFR 201.431.
13 See Letter from J. Matthew DeLesDernier,
Deputy Secretary, Commission, to Le-Anh Bui,
Senior Counsel, NYSE Group, Inc., dated July 1,
2025, available at https://www.sec.gov/files/rules/
sro/nysearca/2025/sr-nysearca-2024-87-rule-431letter-2025-07-01.pdf.

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It is further ordered that the order
approving proposed rule change SR–
NYSEARCA–2024–87 shall remain
stayed pending further order of the
Commission.
By the Commission.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–14540 Filed 7–31–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0527]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Rule 7d–2
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. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information.
In Canada, as in the United States,
individuals can invest a portion of their
earnings in tax-deferred retirement
savings accounts (‘‘Canadian retirement
accounts’’). These accounts, which
operate in a manner similar to
individual retirement accounts in the
United States, encourage retirement
savings by permitting savings on a taxdeferred basis. Individuals who
establish Canadian retirement accounts
while living and working in Canada and
who later move to the United States
(‘‘Canadian-U.S. Participants’’ or
‘‘participants’’) often continue to hold
their retirement assets in their Canadian
retirement accounts rather than
prematurely withdrawing (or ‘‘cashing
out’’) those assets, which would result
in immediate taxation in Canada.
Once in the United States, however,
these participants historically have been
unable to manage their Canadian
retirement account investments. Most
investment companies (‘‘funds’’) that
are ‘‘qualified companies’’ for Canadian
retirement accounts are not registered
under the U.S. securities laws.
Securities of those unregistered funds,
therefore, generally cannot be publicly
offered and sold in the United States
without violating the registration
requirement of the Investment Company
Act of 1940 (‘‘Investment Company

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Act’’).1 As a result of this registration
requirement, Canadian-U.S. Participants
previously were not able to purchase or
exchange securities for their Canadian
retirement accounts as needed to meet
their changing investment goals or
income needs.
The Commission issued a rulemaking
in 2000 that enabled Canadian-U.S.
Participants to manage the assets in
their Canadian retirement accounts by
providing relief from the U.S.
registration requirements for offers of
securities of foreign issuers to CanadianU.S. Participants and sales to Canadian
retirement accounts.2 Rule 7d–2 under
the Investment Company Act 3 permits
foreign funds to offer securities to
Canadian-U.S. Participants and sell
securities to Canadian retirement
accounts without registering as
investment companies under the
Investment Company Act.
Rule 7d–2 contains a ‘‘collection of
information’’ requirement within the
meaning of the Paperwork Reduction
Act of 1995.4 Rule 7d–2 requires written
offering materials for securities offered
or sold in reliance on that rule to
disclose prominently that those
securities and the fund issuing those
securities are not registered with the
Commission, and that those securities
and the fund issuing those securities are
exempt from registration under U.S.
securities laws. Rule 7d–2 does not
require any documents to be filed with
the Commission.
Rule 7d–2 requires written offering
documents for securities offered or sold
in reliance on the rule to disclose
prominently that the securities are not
registered with the Commission and
may not be offered or sold in the United
States unless registered or exempt from
registration under the U.S. securities
laws, and also to disclose prominently
that the fund that issued the securities
is not registered with the Commission.
The burden under the rule associated
with adding this disclosure to written
offering documents is minimal and is
non-recurring. The foreign issuer,
underwriter, or broker-dealer can redraft
1 15 U.S.C. 80a. In addition, the offering and
selling of securities that are not registered pursuant
to the Securities Act of 1933 (‘‘Securities Act’’) is
generally prohibited by U.S. securities laws. 15
U.S.C. 77.
2 See Offer and Sale of Securities to Canadian
Tax-Deferred Retirement Savings Accounts, Release
Nos. 33–7860, 34–42905, IC–24491 (June 7, 2000)
[65 FR 37672 (June 15, 2000)]; this rulemaking also
included new rule 237 under the Securities Act,
permitting securities of foreign issuers to be offered
to Canadian-U.S. Participants and sold to Canadian
retirement accounts without being registered under
the Securities Act. 17 CFR 230.237.
3 17 CFR 270.7d–2.
4 44 U.S.C. 3501–3502.

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lotter on DSK11XQN23PROD with NOTICES1

Federal Register / Vol. 90, No. 146 / Friday, August 1, 2025 / Notices
an existing prospectus or other written
offering material to add this disclosure
statement, or may draft a sticker or
supplement containing this disclosure
to be added to existing offering
materials. In either case, based on
discussions with representatives of the
Canadian fund industry, the staff
estimates that it would take an average
of 10 minutes per document to draft the
requisite disclosure statement.
The staff estimates that there are 3,887
publicly offered Canadian funds that
potentially would rely on the rule to
offer securities to participants and sell
securities to their Canadian retirement
accounts without registering under the
Investment Company Act.5 The staff
estimates that all of these funds have
previously relied upon the rule and
have already made the one-time change
to their offering documents required to
rely on the rule. The staff estimates that
194 (5 percent) additional Canadian
funds would newly rely on the rule each
year to offer securities to Canadian-U.S.
Participants and sell securities to their
Canadian retirement accounts, thus
incurring the paperwork burden
required under the rule. The staff
estimates that each of those funds, on
average, distributes 3 different written
offering documents concerning those
securities, for a total of 582 offering
documents. The staff therefore estimates
that 194 respondents would make 582
responses by adding the new disclosure
statement to 582 written offering
documents. The staff therefore estimates
that the annual burden associated with
the rule 7d–2 disclosure requirement
would be 97 hours (582 offering
documents × 10 minutes per document).
The total annual cost of these burden
hours is estimated to be $49,567 (97
hours × $511 per hour of attorney
time).6
These burden hour estimates are
based upon the Commission staff’s
experience and discussions with the
fund industry. The estimates of average
burden hours are made solely for the
purposes of the Paperwork Reduction
Act. These estimates are not derived

from a comprehensive or even a
representative survey or study of the
costs of Commission rules.
Compliance with the collection of
information requirements of the rule is
mandatory and is necessary to comply
with the requirements of the rule in
general. Responses 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.
Written comments are invited on: (a)
whether this collection of information is
necessary for the proper performance of
the functions of the agency, including
whether the information will have
practical utility; (b) the accuracy of the
agency’s estimate of the burden imposed
by the collection of information; (c)
ways to enhance the quality, utility, and
clarity of the information collected; and
(d) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202505-3235-009
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
September 2, 2025.

5 International Investment Funds Association,
Worldwide Public Tables for the Second Quarter of
2024, at Table 4, available at https://iifa.ca/
resource/collection/658ACD2D-DB32-4C34-B2F7129D184E7EAC/WorldwidePublicReportUS_2024Q2.xlsx.
6 The Commission’s estimate concerning the wage
rate for attorney time is based on salary information
for the securities industry compiled by the
Securities Industry and Financial Markets
Association (‘‘SIFMA’’); the $511 per hour figure for
an Attorney is based on SIFMA’s Management &
Professional Earnings in the Securities Industry
2013, updated for 2024, modified by Commission
staff to account for an 1800-hour work-year and
inflation, and multiplied by 5.35 to account for
bonuses, firm size, employee benefits and overhead.

July 29, 2025.

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Dated: July 29, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–14552 Filed 7–31–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103565; File No. SR–PHLX–
2024–72]

Self-Regulatory Organizations; Nasdaq
PHLX LLC; Order Approving a
Proposed Rule Change To Permit the
Trading of FLEX Options on Shares of
the iShares Bitcoin Trust ETF
I. Introduction
On December 26, 2024, Nasdaq PHLX
LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’ or
‘‘Exchange Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to

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1 15
2 17

U.S.C. 78s(b)(1).
CFR 240.19b–4.

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amend Options 8, Section 34, FLEX
Trading, to permit options on shares of
the iShares Bitcoin Trust ETF (‘‘IBIT’’)
to trade as cash-settled and physically
settled FLEX equity options.3 The
proposed rule change was published for
comment in the Federal Register on
January 14, 2025.4 On February 27,
2025, pursuant to Section 19(b)(2) of the
Act,5 the Commission designated a
longer period within which to approve
the proposal, disapprove the proposal,
or institute proceedings to determine
whether to disapprove the proposal.6
On March 14, 2025, the Commission
instituted proceedings under Section
19(b)(2)(B) of the Act 7 to determine
whether to approve or disapprove the
proposal.8 The Commission received a
comment letter regarding the proposed
rule change.9 This order approves the
proposed rule change.
II. Description of the Proposed Rule
Change
As described in detail in the Notice,
the Exchange proposes to amend its
rules to permit the trading of FLEX
equity options on IBIT.10 The
Commission approved Nasdaq ISE
LLC’s (‘‘ISE’’) proposal to list and trade
options on IBIT.11 Because the
Exchange’s listing rules incorporate
ISE’s listing rules by reference, the
Exchange may list IBIT options.12 The
3 The Exchange’s rules use the term ‘‘exchangetraded fund’’ to refer to several types of investment
products, including IBIT. See ISE Options 4,
Section 3(h). In its proposal to list and trade shares
of IBIT, The Nasdaq Stock Market LLC states that
IBIT is not an investment company registered under
the Investment Company Act of 1940, and that
shares of IBIT will be registered with the
Commission on Form S–1. See Securities Exchange
Act Release No. 99295 (Jan. 8, 2024), 89 FR 2321,
2322 (Jan. 12, 2024) (File No. SR–Nasdaq–2023–
016) (Notice of Filing of Amendment No. 1 to a
Proposed Rule Change to List and Trade Shares of
the iShares Bitcoin Trust Under Nasdaq Rule
5711(d)).
4 See Securities Exchange Act Release No. 102132
(Jan. 7, 2025), 90 FR 3266 (‘‘Notice’’).
5 15 U.S.C. 78s(b)(2).
6 See Securities Exchange Act Release No. 102497
(Feb. 27, 2025), 90 FR 11334 (Mar. 5, 2025). The
Commission designated April 14, 2025, as the date
by which the Commission shall either approve or
disapprove, or institute proceedings to determine
whether to disapprove, the proposed rule change.
7 15 U.S.C. 78s(b)(2)(B).
8 See Securities Exchange Act Release No. 102669
(Mar. 14, 2025), 90 FR 13226 (Mar. 20, 2025).
9 Comments received on the proposal are
available at https://www.sec.gov/comments/sr-phlx2024-72/srphlx202472.htm.
10 See supra note 4.
11 See Securities Exchange Act Release No.
101128 (Sept. 20, 2024), 89 FR 78942 (Sept. 26,
2024) (order approving File No. SR–ISE–2024–03)
(‘‘IBIT Order’’).
12 See Options 4 and Securities Exchange Act
Release No. 101613 (Nov. 13, 2024), 89 FR 91470
(Nov. 19, 2024) (notice of filing and immediate
effectiveness of File No. SR–Phlx–2024–53).

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