Federal Register 30-Day Notice

Federal Register / Vol. 90, No. 122 / Friday, June 27, 2025 / Notices
All submissions should refer to file
number SR–CboeBZX–2025–077. 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
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 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–CboeBZX–2025–077 and should be
submitted on or before July 18, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–11876 Filed 6–26–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0528]

ddrumheller on DSK120RN23PROD with NOTICES1

Submission for OMB Review;
Comment Request; Extension: Rule
237
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. 3501–3520), the Securities
and Exchange Commission (SEC or
10 17

CFR 200.30–3(a)(12).

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‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension and approval of
the collection of information discussed
below.
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
securities that are ‘‘qualified
investments’’ for Canadian retirement
accounts are not registered under the
U.S. securities laws. Those securities,
therefore, generally cannot be publicly
offered and sold in the United States
without violating the registration
requirement of the Securities Act of
1933 (‘‘Securities Act’’).1 As a result of
this registration requirement, CanadianU.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 237 under
the Securities Act 3 permits securities of
1 15 U.S.C. 77; in addition, the offering and
selling of securities of investment companies
(‘‘funds’’) that are not registered pursuant to the
Investment Company Act of 1940 (‘‘Investment
Company Act’’) is generally prohibited by U.S.
securities laws. 15 U.S.C. 80a.
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 7d–2 under the Investment
Company Act, permitting 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. 17 CFR 270.7d–2.
3 17 CFR 230.237.

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foreign issuers, including securities of
foreign funds, to be offered to CanadianU.S. Participants and sold to their
Canadian retirement accounts without
being registered under the Securities
Act.
Rule 237 requires written offering
documents for securities offered and
sold in reliance on the rule to disclose
prominently that the securities are not
registered with the Commission and are
exempt from registration under the U.S.
securities laws. 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 brokerdealer can redraft 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 Commission understands that
there are approximately 2,272 Canadian
issuers other than funds that may rely
on rule 237 to make an initial public
offering of their securities to CanadianU.S. Participants.4 The staff estimates
that in any given year approximately 23
(or 1 percent) of those issuers are likely
to rely on rule 237 to make a public
offering of their securities to
participants, and that each of those 23
issuers, on average, distributes 3
different written offering documents
concerning those securities, for a total of
69 offering documents.
The staff therefore estimates that
during each year that rule 237 is in
effect, approximately 23 respondents 5
would be required to make 69 responses
by adding the new disclosure statements
to approximately 69 written offering
documents. Thus, the staff estimates
that the total annual burden associated
with the rule 237 disclosure
requirement would be approximately 12
hours (69 offering documents × 10
minutes per document). The total
annual cost of internal burden hours is
4 This estimate is based on the following
calculation: 3,431 total issuers¥(63 closed-end
funds + 1,096 exchange-traded products) = 2,272
total equity and bond issuers; see The MiG Report,
Toronto Stock Exchange and TSX Venture
Exchange (February 2025) (providing number of
issuers on the Toronto Exchange); this calculation
excludes Canadian funds to avoid double-counting
disclosure burdens under rule 237 and rule 7d–2.
5 This estimate of respondents only includes
foreign issuers; the number of respondents would
be greater if foreign underwriters or broker-dealers
draft stickers or supplements to add the required
disclosure to existing offering documents.

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Federal Register / Vol. 90, No. 122 / Friday, June 27, 2025 / Notices

estimated to be $6,132 (12 hours × $511
per hour of attorney time).6
In addition, issuers from foreign
countries other than Canada could rely
on rule 237 to offer securities to
Canadian-U.S. Participants and sell
securities to their accounts without
becoming subject to the registration
requirements of the Securities Act.
However, the staff believes that the
number of issuers from other countries
that rely on rule 237, and that therefore
are required to comply with the offering
document disclosure requirements, is
negligible.
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.
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.
The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202504-3235-001
or email comment to

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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 from SIFMA’s Management &
Professional Earnings in the Securities Industry
2013, modified by Commission staff to account for
an 1,800-hour work-year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits,
overhead, and adjusted to account for the effects of
inflation.

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MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by July
28, 2025.
Dated: June 24, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–11863 Filed 6–26–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103314; File No. SR–BOX–
2025–17]

Self-Regulatory Organizations; BOX
Exchange LLC; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the Expiration
Date in Rule 16060 (Consolidated Audit
Trail—Time Stamps) To Be Consistent
With the Exemptive Relief Granted by
the Commission From Certain
Provisions Related to Timestamp
Granularity
June 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 June 20,
2025, BOX Exchange LLC (the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. 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 to amend the
expiration date in Rule 16060
(Consolidated Audit Trail—Time
Stamps) (a)(2) from April 8, 2025 to
April 8, 2030. The text of the proposed
rule change is available from the
principal office of the Exchange, at the
Commission’s Public Reference Room
and also on the Exchange’s internet
website at https://
rules.boxexchange.com/rulefilings.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
1 15
2 17

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

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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 self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to amend Rule 16060 of the
CAT Compliance Rule to be consistent
with the 2025 Timestamp Granularity
Exemption. Under the 2025 Timestamp
Granularity Exemption, the Commission
extended the existing exemptive relief
pursuant to which Industry Members
that capture timestamps in increments
more granular than nanoseconds must
truncate the timestamps after the
nanosecond level for submission to
CAT, rather than rounding such
timestamps up or down, from April 8,
2025 to April 8, 2030. Accordingly, the
Exchange proposes to update the
expiration date of the exemption in Rule
16060(a)(2) from April 8, 2025 to April
8, 2030.
On February 3, 2020, the Participants
filed with the Commission a request for
exemptive relief from the requirement
in Section 6.8(b) of the CAT NMS Plan
for each Participant, through its CAT
Compliance Rule, to require that, to the
extent that its Industry Members utilize
timestamps in increments finer than
nanoseconds in their order handling or
execution systems, such Industry
Members utilize such finer increment
when reporting CAT Data to the Central
Repository.3 On April 8, 2020, the
Participants received the requested
exemptive relief.4 As a condition to this
exemption, the Participants, through
their CAT Compliance Rules, required
Industry Members that capture
timestamps in increments more granular
than nanoseconds to truncate the
timestamps after the nanosecond level
for submission to CAT, rather than
rounding up or down in such
circumstances. The exemption was to
remain in effect for five years, until
April 8, 2025.
3 See Letter to Vanessa Countryman, Secretary,
SEC, from Michael Simon, CAT NMS Plan
Operating Committee Chair, re: Request for
Exemption from Certain Provisions of the National
Market System Plan Governing the Consolidated
Audit Trail related to Granularity of Timestamps
and Relationship Identifiers (Feb. 3, 2020).
4 See Securities Exchange Act Release No. 88608
(April 8, 2020), 85 FR 20743 (April 14, 2020).

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