Notice2025-21399
Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NSCC Rules To Align With Exchange Act Rule 17ad-26
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 28, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 90 Issue 227 (Friday, November 28, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 227 (Friday, November 28, 2025)]
[Notices]
[Pages 54792-54794]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21399]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104250; File No. SR-NSCC-2025-015]
Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change To Amend the NSCC Rules To Align With Exchange Act Rule
17ad-26
November 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 November 21, 2025, National Securities Clearing Corporation
(``NSCC'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by the clearing agency.
NSCC filed the proposed rule change pursuant to Section 19(b)(3)(A) of
the Act \3\ and Rule 19b-4(f)(4) thereunder.\4\ The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
---------------------------------------------------------------------------
\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)(4).
---------------------------------------------------------------------------
I. Clearing Agency's Statement of the Terms of Substance of the
Proposed Rule Change
The proposed rule change certain changes to Rule 42 (Wind-down of
the Corporation) of the Rules of National Securities Clearing
Corporation (``NSCC'') \5\ to revise certain defined terms and make
related technical changes to align with Exchange Act Rule 17ad-26 \6\
(``SEC Rule 17ad-26'' or ``Rule 17ad-26'') promulgated by the
Commission.
---------------------------------------------------------------------------
\5\ Terms not otherwise defined herein have the meaning set
forth in the NSCC Rules (the ``Rules''), available at <a href="http://www.dtcc.com/legal/rules-and-procedures">www.dtcc.com/legal/rules-and-procedures</a>.
\6\ Covered Clearing Agency Resilience and Recovery and Orderly
Wind-down Plan, Exchange Act Release No. 101446 (Oct. 25, 2024), 89
FR 91000 (Nov.18, 2024) (S7-10-23).
---------------------------------------------------------------------------
II. Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
In its filing with the Commission, the clearing agency included
statements concerning the purpose of and basis for the proposed rule
change 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 clearing agency has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.
(A) Clearing Agency's Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1. Purpose
The Commission promulgated Rule 17ad-26,\7\ which requires that
plans for the recovery and orderly wind-down of a covered clearing
agency, such as NSCC, include certain specific elements. The Commission
recently approved NSCC's proposed rule change to reflect the
requirements of Rule 17ad-26 in the NSCC Recovery & Wind-down Plan (the
``Plan'' or ``RWP'').\8\ For purposes of implementing certain aspects
of the RWP, NSCC is proposing to revise certain defined terms and make
certain technical changes to NSCC Rule 42 (Wind-down of the
Corporation),\9\ in order to align with how they are referred to in the
Plan and to conform with the definitions set forth in Rule 17ad-26.\10\
---------------------------------------------------------------------------
\7\ Id.
\8\ See Securities Exchange Act Release No.103221 (June 10,
2025), 90 FR 25414 (June 16, 2025) (SR-NSCC-2025-007).
\9\ NSCC Rule 42 (Wind-down of the Corporation), supra, note 5.
\10\ Supra note 6.
---------------------------------------------------------------------------
A. Proposal To Modify or Add Certain Defined Terms in NSCC Rule 42
(Wind-down of the Corporation)
(i) Proposal To Replace the Term ``Critical Services'' With ``Core
Services''
Consistent with SEC Rule 17ad-26(a)(1),\11\ NSCC is proposing to
modify NSCC Rule 42 to replace all references to ``Critical Services''
with ``Core Services.'' Use of the descriptive term ``Core'' rather
than ``Critical'' would not affect NSCC's identification,
classification or description of these services in the RWP. Similarly,
the proposed rule filing would replace all
[[Page 54793]]
references to ``Non-Critical Services'' with ``Non-Core Services.''
---------------------------------------------------------------------------
\11\ Id. In the Adopting Release covering Rule 17ad-26, it was
noted that ``The Commission is modifying the final rule to refer to
``core payment, clearance, and settlement services'' rather than
``critical payment, clearance, and settlement services''
(hereinafter, referred to as ``core services'') to improve clarity
and consistency with terminology in other rules, such as Rule 17ad-
25(i), 242 which concerns the governance of ``service providers for
core services.'' Furthermore, the use of ``core'' as opposed to
``critical'' helps distinguish a CCA's obligations under Rule 17ad-
26 from those under 17 CFR 242.1000 through 242.1007 (``Regulation
SCI''), which addresses, in the context of clearing agencies subject
to the rule, ``critical systems'' that support clearance and
settlement. The Commission further noted that ``Use of the
descriptive term ``core'' rather than ``critical'' does not affect
the Commission's guidance stated in the RWP Proposing Release on
identifying those services.''
---------------------------------------------------------------------------
(ii) Proposal To Modify the Defined Terms ``Recovery Plan'' and ``Wind-
Down Plan''
For purposes of consistency with SEC Rule 17ad-26(b),\12\ NSCC is
proposing to capitalize references to the terms ``Recovery'' and
``Orderly Wind-down,'' and add an associated reference to the
definition of these terms as set forth under SEC Rule 17ad-26(b) \13\
within the definitions of ``Recovery Plan'' and ``Wind-down Plan'' in
NSCC Rule 42.
---------------------------------------------------------------------------
\12\ Id.
\13\ Id. Pursuant to SEC Rule 17ad-26(b), ``Recovery'' means the
actions of a covered clearing agency, consistent with its rules,
procedures, and other ex ante contractual arrangements, to address
any uncovered loss, liquidity shortfall, or capital inadequacy,
whether arising from participant default or other causes (such as
business, operational, or other structural weaknesses), including
actions to replenish any depleted prefunded financial resources and
liquidity arrangements, as necessary to maintain the covered
clearing agency's viability as a going concern and to continue its
provision of core services, as identified by the covered clearing
agency pursuant to paragraph (a)(1) of this section.'' The term
``Orderly wind-down'' means the actions of a covered clearing agency
to effect the permanent cessation, sale, or transfer of one or more
of its core services, as identified by the covered clearing agency
pursuant to paragraph (a)(1) of this section, in a manner that would
not increase the risk of significant liquidity, credit, or
operational problems spreading among financial institutions or
markets and thereby threaten the stability of the U.S. financial
system.
---------------------------------------------------------------------------
B. Implementation of the Proposal
As noted above, the principal purpose of the proposed rule change
is to revise certain defined terms and make related technical changes
to NSCC Rule 42 (Wind-down of the Corporation) to align with Exchange
Act Rule 17ad-26. This will help to facilitate implementation of
certain aspects of the RWP in a manner consistent with SEC Rule 17ad-26
and the amended RWP recently approved by the Commission.\14\ Based on
the compliance date of SEC Rule 17ad-26 that was established by the
Commission, the proposed rule change would become operative on December
15, 2025.\15\
---------------------------------------------------------------------------
\14\ Id.
\15\ Id. As set forth in the Adopting Release, ``[. . .] (2) the
proposed rule changes and Advance Notices must be effective by
December 15, 2025. These compliance dates provide sufficient time
for CCAs to consider changes to their rules, policies, and
procedures necessary to ensure consistency with the rules amended
and adopted in this release [. . .].''
---------------------------------------------------------------------------
2. Statutory Basis
NSCC believes that the proposal is consistent with the requirements
of the Act and the rules and regulations thereunder applicable to a
registered clearing agency. In particular, NSCC believes that the
proposed rule change is consistent with Section 17A(b)(3)(F) of the
Act,\16\ Rule 17ad-22(e)(3)(ii) under the Act,\17\ and Rule 17ad-26
under the Act \18\ for the reasons described below.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78q-1(b)(3)(F).
\17\ See 17 CFR 240.17ad-22(e)(3)(ii). NSCC is a ``covered
clearing agency'' as defined in Rule 17ad-22(a)(5) under the Act and
must comply with paragraph (e) of Rule 17ad-22. In 2012, NSCC was
designated a Systemically Important Financial Market Utility by the
Financial Stability Oversight Council.
\18\ Supra note 6.
---------------------------------------------------------------------------
Section 17A(b)(3)(F) of the Act requires, in part, that the NSCC
Rules be designed to promote the prompt and accurate clearance and
settlement of securities transactions.\19\ The proposed rule change
would help to ensure that the Rules are accurate and clear to
participants in the event that the RWP is ever needed to be implemented
by NSCC. When participants better understand their rights and
obligations regarding the Rules, such participants are more likely to
act in accordance with the Rules, which NSCC believes would promote the
prompt and accurate clearance and settlement of securities
transactions. As such, NSCC believes that the proposed changes would be
consistent with Section 17A(b)(3)(F) of the Act.\20\ Further, by
providing clarity on the Rules covering an NSCC recovery and orderly
wind-down, the proposed rule change would help ensure the continuity of
NSCC's core functions for the markets served by NSCC, and thereby
promote the prompt and accurate clearance and settlement of securities
transactions.
---------------------------------------------------------------------------
\19\ 15 U.S.C. 78q-1(b)(3)(F).
\20\ Id.
---------------------------------------------------------------------------
Rule 17ad-22(e)(3)(ii) under the Act requires NSCC to establish,
implement, maintain and enforce written policies and procedures
reasonably designed to maintain a sound risk management framework for
comprehensively managing legal, credit, liquidity, operational, general
business, investment, custody, and other risks that arise in or are
borne by the covered clearing agency, which includes plans for the
recovery and orderly wind-down of the covered clearing agency
necessitated by credit losses, liquidity shortfalls, losses from
general business risk, or any other losses.\21\ By ensuring that
defined terms in the relevant Rules are consistent with how such terms
are defined under Rule 17ad-26 and how they are referred to in the
Plan, NSCC believes that the proposed rule change is designed to
support the maintenance of the and, as such, meets the requirements of
Rule 17ad-22(e)(3)(ii) under the Act. Therefore, the proposed changes
would help NSCC to maintain the Plan in a way that continues to be
consistent with the requirements of Rule 17ad-22(e)(3)(ii).\22\
---------------------------------------------------------------------------
\21\ Supra note 17.
\22\ Supra note 6.
---------------------------------------------------------------------------
In addition to the requirements covering elements to be included in
the recovery and wind-down plans of covered clearing agencies, SEC Rule
17ad-26 includes certain associated new defined terms.\23\ The proposed
rule change would revise certain defined terms and make related
technical changes to the applicable Rules to align with SEC Rule 17ad-
26. By doing so, NSCC believes that the proposed rule change would help
NSCC maintain the Plan and the Rules in a way that is consistent with
Rule 17ad-26.\24\
---------------------------------------------------------------------------
\23\ Id.
\24\ Id.
---------------------------------------------------------------------------
(B) Clearing Agency's Statement on Burden on Competition
NSCC does not believe the proposed rule changes to revise certain
defined terms and make related technical changes to align with SEC Rule
17ad-26 promulgated by the Securities and Exchange Commission would
impact competition. The proposed rule changes would help to ensure that
the Rules remain clear and accurate. In addition, the changes would
facilitate participants understanding of the Rules and their
obligations thereunder. These changes would not affect NSCC's
operations or the rights and obligations of the membership. As such,
NSCC believes the proposed rule changes would not have any impact on
competition.
(C) Clearing Agency's Statement on Comments on the Proposed Rule Change
Received From Members, Participants, or Others
NSCC has not received or solicited any written comments relating to
this proposal. If any written comments are received, they will be
publicly filed as an Exhibit 2 to this filing, as required by Form 19b-
4 and the General Instructions thereto.
Persons submitting comments are cautioned that, according to
Section IV (Solicitation of Comments) of the Exhibit 1A in the General
Instructions to Form 19b-4, the Commission does not edit personal
identifying information from comment submissions. Commenters should
submit only information that they wish to make available publicly,
including their name, email address, and any other identifying
information.
All prospective commenters should follow the Commission's
instructions on
[[Page 54794]]
how to submit comments, available at <a href="http://www.sec.gov/rules-regulations/how-submit-comment">www.sec.gov/rules-regulations/how-submit-comment</a>. General questions regarding the rule filing process or
logistical questions regarding this filing should be directed to the
Main Office of the Commission's Division of Trading and Markets at
<a href="/cdn-cgi/l/email-protection#9aeee8fbfef3f4fdfbf4fef7fbe8f1ffeee9dae9fff9b4fdf5ec"><span class="__cf_email__" data-cfemail="6115130005080f06000f050c00130a041512211204024f060e17">[email protected]</span></a> or 202-551-5777.
NSCC reserves the right to not respond to comments received.
III. Date of Effectiveness of the Proposed Rule Change, and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) \25\ of the Act and paragraph (f) of Rule 19b-4
thereunder.\26\ 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.
---------------------------------------------------------------------------
\25\ 15 U.S.C. 78s(b)(3)(A).
\26\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------
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. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0f7d7a636a226c6062626a617b7c4f7c6a6c21686079"><span class="__cf_email__" data-cfemail="daa8afb6bff7b9b5b7b7bfb4aea99aa9bfb9f4bdb5ac">[email protected]</span></a>. Please include
file number SR-NSCC-2025-015 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
All submissions should refer to file number SR-NSCC-2025-015. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and
copying at the principal office of NSCC and on DTCC's website (<a href="https://dtcc.com/legal/sec-rule-filings.aspx">https://dtcc.com/legal/sec-rule-filings.aspx</a>). 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-2025-015 and should be submitted on or
before December 19, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
---------------------------------------------------------------------------
\27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-21399 Filed 11-26-25; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on November 28, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.