Federal Register 60-Day Notice

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Federal Register / Vol. 90, No. 102 / Thursday, May 29, 2025 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0311]

Proposed Collection; Comment
Request; Extension: Rule 7d–1

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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
discussed below.
Section 7(d) of the Investment
Company Act of 1940 (15 U.S.C. 80a–
7(d)) (the ‘‘Act’’ or ‘‘Investment
Company Act’’) requires an investment
company (‘‘fund’’) organized outside the
United States (‘‘foreign fund’’) to obtain
an order from the Commission allowing
the fund to register under the Act before
making a public offering of its securities
through the United States mail or any
means of interstate commerce. The
Commission may issue an order only if
it finds that it is both legally and
practically feasible effectively to enforce
the provisions of the Act against the
foreign fund, and that the registration of
the fund is consistent with the public
interest and protection of investors.
Rule 7d 1 (17 CFR 270.7d 1) under the
Act, which was adopted in 1954,
specifies the conditions under which a
Canadian management investment
company (‘‘Canadian fund’’) may
request an order from the Commission
permitting it to register under the Act.
Although rule 7d–1 by its terms applies
only to Canadian funds, funds in other
jurisdictions generally have agreed to
comply with the requirements of rule
7d–1 as a prerequisite to receiving an
order permitting the fund’s registration
under the Act.
The rule requires Canadian funds that
propose to register under the Act to file
an application with the Commission
that contains various undertakings and

agreements by the fund. The
requirement of the Canadian fund to file
an application is a collection of
information under the Paperwork
Reduction Act. Certain of the
undertakings and agreements, in turn,
impose the following additional
information collection requirements:
(1) the fund must file with the
Commission agreements between the
fund and its directors, officers, and
service providers requiring them to
comply with the fund’s charter and
bylaws, the Act, and certain other
obligations relating to the undertakings
and agreements in the application;
(2) the fund and each of its directors,
officers, and investment advisers that is
not a U.S. resident, must file with the
Commission an irrevocable designation
of the fund’s custodian in the United
States as agent for service of process;
(3) the fund’s charter and bylaws must
provide that (a) the fund will comply
with certain provisions of the Act
applicable to all funds, (b) the fund will
maintain originals or copies of its books
and records in the United States, and (c)
the fund’s contracts with its custodian,
investment adviser, and principal
underwriter, will contain certain terms,
including a requirement that the adviser
maintain originals or copies of pertinent
records in the United States;
(4) the fund’s contracts with service
providers will require that the provider
perform the contract in accordance with
the Act, the Securities Act of 1933 (15
U.S.C. 77a), and the Securities Exchange
Act of 1934 (15 U.S.C. 78a), as
applicable; and
(5) the fund must file, and
periodically revise, a list of persons
affiliated with the fund, its investment
adviser, and principal underwriter.
As noted above, under section 7(d) of
the Act, the Commission may issue an
order permitting a foreign fund’s
registration only if the Commission
finds that ‘‘by reason of special
circumstances or arrangements, it is
both legally and practically feasible
effectively to enforce the provisions of
the (Act).’’ The information collection
requirements are necessary to ensure

that the substantive provisions of the
Act may be enforced as a matter of
contract right in the United States or
Canada by the fund’s shareholders or by
the Commission.
Rule 7d–1 also contains certain
information collection requirements that
are associated with other provisions of
the Act. These requirements are
applicable to all registered funds and
are outside the scope of this request.
The Commission staff estimates that one
foreign fund is registered under the Act
pursuant to rule 7d–1 and is currently
active. The burden hours under the rule
associated with the fund’s compliance
with the Act’s requirements are
reflected in the information collection
burdens applicable to those
requirements for all registered funds. If
a fund were to file an application under
rule 7d–1 to register under the Act, the
Commission estimates that the rule
would impose initial information
collection burdens (for example, for
filing an application, preparing the
specified charter, bylaw, and contract
provisions, designations of agents for
service of process, and an initial list of
affiliated persons, and establishing a
means of keeping records in the United
States) of approximately 90 hours for
the fund and its associated persons. As
noted above, after registration, a
Canadian fund may file a supplemental
application seeking special relief
designed for the fund’s particular
circumstances. Rule 7d–1 does not
mandate these applications. The
Commission is not including these
applications in its calculation of the
annual burden because no fund has
applied to register under the Act
pursuant to rule 7d–1 in the last three
years.
These 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 Commission rules.
Commission staff estimates the burden
of the rule as set forth in Table 1 below:

Internal annual
burden hours

Rule 7d–1 .............................................................................

1

5

$1,910

$9,550

$5,256

Total Annual Burden .....................................................

........................

5

........................

9,550

5,256

Cost burden is the cost of goods and
services purchased to comply with rule
7d–1, such as legal and accounting
services. The cost burden does not

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include the hour burden discussed in
Item 12 above. As outlined in the table
above, we estimate the total external

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Wage rate 1

Internal time
costs

Annual
external cost
burden 2

Number of
affected funds

cost burden to comply with rule 7d–1 to
be $5,256.
If a Canadian or other foreign fund in
the future applied to register under the

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Federal Register / Vol. 90, No. 102 / Thursday, May 29, 2025 / Notices

Act under rule 7d–1, the fund initially
might have capital and start-up costs
(not including hourly burdens) of an
estimated $20,000 to comply with the
rule’s initial information collection
requirements. These costs include legal
and processing-related fees for
preparing the required documentation
(such as the application, charter, bylaw,
and contract provisions, designations
for service of process, and the list of
affiliated persons). Other related costs
would include fees for establishing
arrangements with a custodian or other
agent for maintaining records in the
United States, copying and
transportation costs for records, and the
costs of purchasing or leasing computer
equipment, software, or other record
storage equipment for records
maintained in electronic or
photographic form.
The Commission expects that the
fund and its sponsors would incur these
costs immediately, and that the
annualized cost of the expenditures
would be $20,000 in the first year. Some
expenditures might involve capital
improvements, such as computer
equipment, having expected useful lives
for which annualized figures beyond the
first year would be meaningful. These
annualized figures are not provided,
however, because, in most cases, the
expenses would be incurred
immediately rather than on an annual
basis. As indicated above, a Canadian or
foreign fund may file a supplemental
application seeking special relief
designed for the fund’s particular
circumstances. Rule 7d–1 does not
mandate these applications. The
Commission is not including these costs
because no fund has applied made an
application under rule 7d–1 in the last
three years.
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 proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.

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Please direct your written comment to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg, 100
F Street NE, Washington, DC 20549 and
send it by email to
PaperworkReductionAct@sec.gov by
July 28, 2025.
Dated: May 22, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–09635 Filed 5–28–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103112; File No. SR–
NASDAQ–2025–013]

Self-Regulatory Organizations; Nasdaq
Stock Market LLC; Order Instituting
Proceedings To Determine Whether To
Approve or Disapprove a Proposed
Rule Change To List and Trade Shares
of the CoinShares Litecoin ETF Under
Nasdaq Rule 5711(d) (Commodity
Based Trust Shares)
May 22, 2025.

I. Introduction
On February 7, 2025, The Nasdaq
Stock Market LLC (‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to list and trade shares
(‘‘Shares’’) of the CoinShares Litecoin
ETF (‘‘Trust’’) under Nasdaq Rule
5711(d) (Commodity-Based Trust
Shares). The proposed rule change was
published for comment in the Federal
Register on February 25, 2025.3
On March 11, 2025, pursuant to
Section 19(b)(2) of the 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 This order
institutes proceedings under Section
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 102444
(Feb. 19, 2025), 90 FR 10656 (‘‘Notice’’). Comments
received on the proposed rule change are available
at: https://www.sec.gov/comments/sr-nasdaq-2025013/srnasdaq2025013.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No.
102606, 90 FR 12425 (Mar. 17, 2025). The
Commission designated May 26, 2025, as the date
by which the Commission shall approve or
disapprove, or institute proceedings to determine
whether to disapprove, the proposed rule change.
2 17

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19(b)(2)(B) of the Act 6 to determine
whether to approve or disapprove the
proposed rule change.
II. Summary of the Proposal
As described in more detail in the
Notice,7 the Exchange proposes to list
and trade the Shares of the Trust under
Nasdaq Rule 5711(d), which governs the
listing and trading of Commodity-Based
Trust Shares on the Exchange.
According to the Exchange, the
investment objective of the Trust is for
the Shares to reflect the performance of
the value of Litecoin (‘‘LTC’’) 8 as
represented by the Compass Crypto
Reference Index Litecoin—4 p.m. NY
Time (‘‘Index’’), less the Trust’s
liabilities and expenses.9 In seeking to
achieve its investment objective, the
Trust will hold LTC and will value its
Shares daily based on the value of LTC
as reflected by the Index.10 The Trust
holds only LTC and cash.11 When the
Trust sells or redeems its Shares, it will
do so in cash transactions with
authorized participants in blocks of
5,000 Shares.12
III. Proceedings To Determine Whether
To Approve or Disapprove SR–
NASDAQ–2025–013 and Grounds for
Disapproval Under Consideration
The Commission is instituting
proceedings pursuant to Section
19(b)(2)(B) of the Act 13 to determine
whether the proposed rule change
should be approved or disapproved.
Institution of proceedings is appropriate
at this time in view of the legal and
policy issues raised by the proposed
rule change. Institution of proceedings
does not indicate that the Commission
has reached any conclusions with
respect to any of the issues involved.
Rather, the Commission seeks and
encourages interested persons to
provide comments on the proposed rule
change.
6 15

U.S.C. 78s(b)(2)(B).
Notice, supra note 3.
8 The Exchange states that LTC is a digital asset
that is created and transmitted through the
operations of the peer-to-peer, decentralized
network of computers that operates on
cryptographic protocols (‘‘Litecoin Network’’). See
id. at 10657.
9 See id. at 10656–57. CoinShares Co. is the
sponsor of the Trust, CSC Delaware Trust Company
is the trustee, and a third-party custodian will be
responsible for the custody of the Trust’s LTC. See
id. at 10656.
10 See id. at 10657. The Index is representative of
the LTC trading activity on selected trading
platforms and is calculated by Compass Financial
Technologies. See id.
11 See id. at 10656.
12 See id. at 10657.
13 15 U.S.C. 78s(b)(2)(B).
7 See

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