Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 86181 

35 15 U.S.C. 78s(b)(3)(A)(iii). 

36 17 CFR 240.19b–4(f)(6). 

37 15 U.S.C. 78s(b)(3)(A)(iii). 

38 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization 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 Exchange 

has satisfied this requirement. 

39 17 CFR 240.19b–4(f)(6). 

40 17 CFR 240.19b–4(f)(6)(iii). 

41For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

42 17 CFR 200.30–3(a)(12), (59). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to section 

19(b)(3)(A)(iii) of the Act 35 and Rule 

19b–4(f)(6) thereunder.36 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; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, it has 

become effective pursuant to section 

19(b)(3)(A)(iii) of the Act 37 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.38

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 39 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 40

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has 

requested that the Commission waive 

the 30-day operative delay so that the 

Exchange may immediately update its 

rules to provide greater detail with 

respect to the generation, execution, and 

removal of Legging Orders. The 

Commission believes that the proposed 

rule change presents no novel issues 

and that waiver of the 30-day operative 

delay is consistent with the protection 

of investors and the public interest. 

Accordingly, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.41

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 shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

MRX–2023–22 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–MRX–2023–22. 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–MRX–2023–22 and should be 

submitted on or before January 2, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.42

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27164 Filed 12–11–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99091; File No. SR–NYSE– 

2023–49] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Sections 902.02 and 902.03 of the 

NYSE Listed Company Manual To 

Amend Its Initial Listing Fee and 

Certain of Its Annual Fees 

December 6, 2023. 

Pursuant to section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (‘‘Act’’) 

and Rule 19b–4 thereunder,2 notice is 

hereby given that on December 1, 2023, 

New York Stock Exchange LLC 

(‘‘NYSE’’ or 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 self-regulatory 

organization. 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 

Sections 902.02 and 902.03 of the NYSE 

Listed Company Manual (the ‘‘Manual’) 

to amend its initial listing fee and 

certain of its annual fees charged to 

listed issuers. The proposed rule change 

is available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

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 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 


ddrumheller on DSK120RN23PROD with NOTICES1
86182 Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 

3 15 U.S.C. 78f(b). 

4 15 U.S.C. 78f(b)(4). 

5 15 U.S.C. 78f(b)(5). 

6Securities Exchange Act Release No. 34–51808 

(June 9, 2005); 70 FR 37496 (June 29, 2005) 

(‘‘Regulation NMS’’). 

7See Regulation NMS, 70 FR at 37499. 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

initial listing fee and certain of its 

annual fees charged to listed issuers as 

set forth in Sections 902.02 and 902.03 

of the Manual. The proposed changes 

will take effect from the beginning of the 

calendar year commencing on January 1, 

2024. 

The Exchange currently charges a flat 

initial listing fee of $295,000 the first 

time an issuer lists a class of common 

shares on the Exchange. The Exchange 

proposes to increase this flat initial 

listing fee by $5,000 from $295,000 to 

$300,000. Section 902.03 of the Manual 

contains examples of how listing fees 

are calculated for certain UPREITs, U.S. 

issuers and foreign private issuers. The 

Exchange proposes to make conforming 

changes to these examples in Section 

902.03 to reflect the new $300,000 flat 

initial listing fee. 

The Exchange currently charges an 

annual fee of $0.001215 per share for 

each of the following: a primary class of 

common shares (including Equity 

Investment Tracking Stocks); each 

additional class of common shares 

(including tracking stock); a primary 

class of preferred stock (if no class of 

common shares is listed); each 

additional class of preferred stock 

(whether primary class is common or 

preferred shares); and each class of 

warrants or rights. The Exchange 

proposes to change the per share annual 

fee for the foregoing classes of securities 

from $0.001215 per share to $0.001265 

per share. 

The proposed increase in the initial 

listing fee and the per share rates for 

annual fees reflect increases in the costs 

the Exchange incurs in providing 

services to listed companies on an 

ongoing basis, as well as increases in the 

costs of conducting its related regulatory 

activities. As described below, the 

Exchange proposes to make the 

aforementioned fee increases to better 

reflect the Exchange’s costs related to 

listing equity securities and the 

corresponding value of such listing to 

companies. 

The revised annual fees will be 

applied in the same manner to all 

issuers with listed securities in the 

affected categories and the Exchange 

believes that the changes will not 

disproportionately affect any specific 

category of issuers. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

section 6(b) of the Act,3 in general, and 

furthers the objectives of section 

6(b)(4) 4 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with section 6(b)(5) 

of the Act,5 in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that it is not 

unfairly discriminatory and represents 

an equitable allocation of reasonable 

fees to amend sections 902.02 and 

902.03 to increase the initial listing fee 

and annual fees for the various 

categories of equity securities as set 

forth above because of the increased 

costs incurred by the Exchange since it 

established the current rates. 

The Proposed Changes Are Reasonable 

The Exchange believes that the 

proposed changes to its initial listing fee 

and the annual fee schedule are 

reasonable. In that regard, the Exchange 

notes that its general costs to support its 

listed companies have increased, 

including due to price inflation. The 

Exchange also continues to expand and 

improve the services it provides to 

listed companies. Specifically, the 

Exchange has (among other things) 

increased expenditure on listed 

companies and the value of an NYSE 

listing by expanding the NYSE Institute, 

whose focus includes providing thought 

leadership and advocacy on behalf of 

listed companies. 

The Exchange operates in a highly 

competitive marketplace for the listing 

of the various categories of securities 

affected by the proposed annual fee 

adjustments. The Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS,6 the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 7

The Exchange believes that the evershifting market share among the 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

Given this competitive environment, 

the adoption of the proposed increase to 

the initial listing fee and annual fees for 

various categories of equity securities 

represents a reasonable attempt to 

address the Exchange’s increased costs 

in servicing these listings while 

continuing to attract and retain listings. 

The Exchange proposes to make the 

aforementioned fee increases in 

Sections 902.02 and 902.03 to better 

reflect the value of such listing to 

issuers. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes its proposal 

equitably allocates its fees among its 

market participants. 

The Exchange believes that the 

proposed amendments to the initial 

listing fee and annual fees for equity 

securities are equitable because they do 

not change the existing framework for 

such fees, but simply increase the 

amount of the flat initial listing fee and 

per unit annual fee to reflect increased 

operating costs. Similarly, as the fee 

structure remains effectively unchanged 

apart from the proposed increases in the 

rates paid by all issuers, the changes to 

the initial listing fee or annual fees for 

equity securities neither target nor will 

they have a disparate impact on any 

particular category of issuer. 

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices 86183 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(2). 

10 15 U.S.C. 78s(b)(2)(B). 

11 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

The proposed fee changes are not 

unfairly discriminatory among issuers of 

operating company equity securities 

because the same fee schedule will 

apply to all such issuers. Further, the 

Exchange operates in a competitive 

environment and its fees are constrained 

by competition in the marketplace. 

Other venues currently list all of the 

categories of securities covered by the 

proposed fees and if a company believes 

that the Exchange’s fees are 

unreasonable it can decide either not to 

list its securities or to list them on an 

alternative venue. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

companies. The market for listing 

services is extremely competitive. Each 

listing exchange has a different fee 

schedule that applies to issuers seeking 

to list securities on its exchange. Issuers 

have the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on competition. 

Intramarket Competition 

The proposed amended fees will be 

charged to all listed issuers on the same 

basis. The Exchange does not believe 

that the proposed amended fees will 

have any meaningful effect on the 

competition among issuers listed on the 

Exchange. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees, and because 

issuers may change their chosen listing 

venue, the Exchange does not believe its 

proposed fee change can impose any 

burden on intermarket competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to section 

19(b)(3)(A) 8 of the Act and 

subparagraph (f)(2) of Rule 19b–4 9

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such 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 shall institute proceedings 

under section 19(b)(2)(B) 10 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

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 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2023–49 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSE–2023–49. 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–NYSE–2023–49 and should be 

submitted on or before January 2, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–27157 Filed 12–11–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99098; File No. SR–NSCC– 

2023–012] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Clearing 

Agency Risk Management Framework 

December 6, 2023. 

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 December 

1, 2023, 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 


ddrumheller on DSK120RN23PROD with NOTICES1