89788 Federal Register / Vol. 88, No. 248 / Thursday, December 28, 2023 / Notices 

46 17 CFR 200.30–3(a)(12), (59). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 98665 

(Sept. 29, 2023), 88 FR 68811 (Oct. 4, 2023) (SR– 

NYSE–2023–09) (‘‘NAC Proposal’’). Comments 

received on the NAC Proposal are available at 

https://www.sec.gov/comments/sr-nyse-2023-09/ 

srnyse202309.htm. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 98879 

(Nov. 7, 2023), 88 FR 78075 (Nov. 14, 2023). The 

Commission designated January 2, 2024, as the date 

by which the Commission shall approve or 

disapprove, or institute proceedings to determine 

whether to disapprove, the proposed rule change. 

6 15 U.S.C. 78s(b)(2)(B). 

7See, NAC Proposal, supra note 3, for a complete 

description of the proposal as originally filed. 

8See, NAC Proposal, supra note 3 at 68811–18. 

9The Exchange states that for purposes of its 

proposal, the term ‘‘ecosystem’’ refers to specific 

entities (structures, functions, and components of 

the natural world) that produce ecosystem services. 

The Exchange also states that these and other 

benefits derived from ecosystems are called 

ecosystem services, and in aggregate, economists 

estimate their value at more than US$100 trillion 

dollars per year, and that examples of ecosystem 

services include clean air, water supply, flood 

protection, productive soils for agriculture, climate 

stability, and habitat for wildlife, among others. See 

id. 

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–NYSEAMER–2023–66 and should 

be submitted on or before January 18, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.46

Christina Z. Milnor, 

Assistant Secretary. 

[FR Doc. 2023–28704 Filed 12–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99225; File No. SR–NYSE– 

2023–09] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Amend the 

NYSE Listed Company Manual To 

Adopt Listing Standards for Natural 

Asset Companies 

December 21, 2023. 

I. Introduction 

On September 27, 2023, New York 

Stock Exchange LLC (the ‘‘Exchange’’ or 

‘‘NYSE’’) 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 amend the 

NYSE Listed Company Manual 

(‘‘Manual’’) to adopt a new listing 

standard for the listing of Natural Asset 

Companies (‘‘NAC’’). The proposed rule 

change was published for comment in 

the Federal Register on October 4, 

2023.3 On November 7, 2023, 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 

pursuant to section 19(b)(2)(B) of the 

Act 6 to determine whether to approve 

or disapprove the proposed rule change. 

II. Description of the Proposed Rule 

Change 7

All statements in this Section II 

regarding the proposed rule change are 

taken from the description provided by 

the Exchange in the NAC Proposal.8

A. The NAC Proposal 

The Exchange proposes to adopt a 

new subsection of Section 102 of the 

Manual (to be designated Section 

102.09) to permit the listing of common 

equity securities of NACs. The Exchange 

proposes that, for purposes of proposed 

Section 102.09 of the Manual, a NAC is 

a corporation whose primary purpose is 

to actively manage, maintain, restore (as 

applicable), and grow the value of 

natural assets and their production of 

ecosystem services.9 As proposed, 

where doing so is consistent with the 

company’s primary purpose, the NAC 

would seek to conduct sustainable 

revenue-generating operations. As 

proposed, sustainable operations are 

those activities that do not cause any 

material adverse impact on the 

condition of the natural assets under a 

NAC’s control and that seek to replenish 

the natural resources being used. As 

proposed, NACs could also engage in 

other activities that support community 

well-being, provided such activities are 

sustainable. 

The Exchange states that its proposal 

is intended to end the overconsumption 

of and underinvestment in nature, 

which requires bringing natural assets 

into the mainstream, and that NACs are 

a new concept pioneered by Intrinsic 

Exchange Group Inc. (‘‘IEG’’). According 

to the Exchange, IEG is a private 

company structured as a corporation 

organized under the laws of the State of 

Delaware that advises public sector and 

private landowners on the creation of 

NAC structures and strategies. 

The Exchange proposes that NACs 

would be corporations that hold the 

rights to the ecological performance 

produced by natural or working areas, 

such as national reserves or large-scale 

farmlands, and have the authority to 

manage the areas for conservation, 

restoration, or sustainable management. 

The Exchange states that these rights 

could be licensed like other rights, 

including ‘‘run with the land’’ rights 

such as mineral rights, water rights, or 

air rights, and that NACs would be 

expected to license these rights from 

sovereign nations or private 

landowners. 

Under the proposed amendments to 

the Manual, capital raised through an 

NYSE-listed NAC’s initial public 

offering or follow-on offerings must be 

used to implement the conservation, 

restoration, or sustainable management 

plans articulated in its prospectus, fund 

its ongoing operations, or otherwise 

fulfill its purpose to maximize 

ecological performance (i.e., the value of 

natural assets and the production of 

ecosystem services). As proposed, while 

the core purpose of a NAC would be to 

maximize ecological performance, a 

NAC would also be required to seek to 

conduct sustainable revenue-generating 

operations (e.g., eco-tourism in a natural 

landscape or production of regenerative 

food crops in a working landscape) 

provided that such operations are 

consistent with the NAC’s charter, do 

not cause any material adverse impact 

on the condition of the natural assets 

under the NAC’s control, and seek to 

replenish the natural resources being 

used. Under the proposal, all NACs 

would be prohibited from directly or 

indirectly conducting unsustainable 

activities, such as mining, that lead to 

the degradation of the ecosystems it is 

trying to protect. In conducting its 

revenue-generating operations, a NAC 

could monetize ecosystem services that 

have markets (e.g., through the sale of 

carbon credits). All revenues and 

expenses would be reported in the 

financial statements of the NAC 

prepared under generally accepted 

accounting principles (‘‘GAAP’’) and 

filed with the SEC as part of the NAC’s 

required annual report on Form 10–K, 

20–F or 40–F, as applicable. As 


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10United Nations et al (2021). System of 

Environmental-Economic Accounting—Ecosystem 

Accounting. White cover publication, pre-edited 

text subject to official editing. Available at: https:// 

seea.un.org/ecosystem-accounting. See, NAC 

Proposal, supra note 3. 

11United Nations (2011). Guiding principles on 

business and human rights: Implementing the 

United Nations ‘‘Protect, Respect and Remedy’’ 

framework. Available at: https://www.ohchr.org/ 

sites/default/files/documents/publications/ 

guidingprinciplesbusinesshr_en.pdf. See, NAC 

Proposal, supra note 3. 

12United Nations et al (2021). System of 

Environmental-Economic Accounting—Ecosystem 

Accounting (SEEA EA). White cover publication, 

pre-edited text subject to official editing. Available 

at: https://seea.un.org/ecosystem-accounting. See, 

NAC Proposal, supra note 3. 

13Wiseman, J., Brasher, K (2008) Community 

wellbeing in an unwell world: trends, challenges, 

and possibilities. Journal of Public Health Policy, 

29: 353–366. See, NAC Proposal, supra note 3. 

proposed, a NAC would be permitted to 

use its funds for activities that support 

local community well-being, provided 

that such activities are sustainable. The 

Exchange states this is in order to align 

the interests of local communities with 

the objectives of maximizing the value 

of natural assets and the production of 

ecosystem services. 

The Exchange proposes to require 

NACs to publish on a periodic basis 

information on the ecological 

performance of the natural assets 

licensed to a NAC because of the 

distinct purpose of an NAC to protect 

and grow the natural assets under its 

management. This information would 

be presented in an Ecological 

Performance Report (an ‘‘EPR’’). As 

proposed, the EPR would provide 

statistical information on the 

biophysical measures such as tons of 

carbon or acre feet of water produced, 

condition, and economic value of each 

of the ecosystem services produced by 

the natural assets managed by the NAC. 

This, the Exchange states, will allow 

investors to gauge the effectiveness of 

management. The Exchange further 

states that this information would be 

consistently produced and periodically 

reported, following best practices from 

accepted valuation methodologies, as 

outlined in the Reporting Framework. 

The Exchange proposes that the EPR 

produced by a NAC must follow IEG’s 

Ecological Performance Reporting 

Framework (the ‘‘Reporting 

Framework’’). The Exchange states that 

the Reporting Framework is based on 

the natural capital accounting standards 

established in the United Nations 

System of Environmental-Economic 

Accounting—Ecosystem Accounting 

Framework (‘‘SEEA EA’’),10 and that the 

proposed EPR would measure, value, 

and report on the ecosystem services 

and natural assets managed by a NAC. 

Under the proposed amendments to 

the Manual, NACs will conduct a 

Technical Ecological Performance Study 

(‘‘Technical EP Study’’) annually, 

following the Reporting Framework. 

This Technical EP Study would 

generate the information used to prepare 

and publish the EPR. As proposed, the 

EPR and Technical EP Study must be 

examined and attested to by a public 

accounting firm that is registered with 

the Public Company Accounting 

Oversight Board (‘‘PCAOB’’) and is 

independent from the NAC and NAC 

licensor, if applicable, under the 

independence standard set forth in Rule 

2–01 of Regulation S–X (‘‘Independent 

Reviewer’’). 

The Exchange states that, in addition 

to the GAAP financial statements 

required under Commission disclosure 

rules and the proposed EPR that would 

be derived from a Technical EP Study, 

it proposes to require NACs to provide 

website disclosures that it states are 

designed to provide transparency 

regarding the NAC’s social and 

environmental objectives. These would 

include requiring NACs to adopt and 

publish an Environmental and Social 

Policy, a Biodiversity Policy, a Human 

Rights Policy, consistent with the 

United Nations Guiding Principles on 

Business and Human Rights,11 and an 

Equitable Benefit Sharing Policy. The 

Exchange states that, as proposed, a 

NAC would be required under 

applicable Commission rules to disclose 

all material information about its license 

with a natural asset owner (including 

any material amendments to the license 

over time) in the registration statement 

filed in connection with its IPO and in 

its subsequent periodic SEC filings. 

Relationship Between the NYSE and 

IEG 

The Exchange states that the 

Exchange and IEG have entered into an 

agreement pursuant to which IEG has 

granted the Exchange an exclusive 

license in the United States to use the 

Reporting Framework in connection 

with the listing of NACs on the 

Exchange, although the Reporting 

Framework will remain proprietary to 

IEG. The Exchange further states that, 

under the terms of the agreement, the 

Exchange has acquired a small minority 

interest in IEG and one seat on IEG’s 

board of directors. The Exchange also 

states that IEG has agreed to seek to 

identify and develop NACs for listing on 

the Exchange, in addition to marketing 

the listing and trading of NACs on the 

Exchange. In addition, the Exchange 

states that IEG would provide training 

with respect to the NAC structure and 

the Reporting Framework to NYSE 

personnel and currently listed and 

potential listed NACs. IEG would also 

be entitled to a share of the revenues 

generated by the Exchange from the 

listing and trading of NACs on the 

NYSE. 

The Exchange states that, while IEG 

would seek to promote the listing of 

NACs on the NYSE, the determination 

of the suitability for listing of any 

applicant NACs would solely be made 

by the staff of NYSE Regulation, and 

that IEG would have no role in the 

listing qualification process. The 

Exchange also states that, in evaluating 

a NAC for listing, the staff of NYSE 

Regulation intends to follow the same 

procedure it utilizes in qualifying 

operating companies. The Exchange 

states that NYSE Regulation staff would 

review disclosures contained in a NAC’s 

registration statement and its audited 

financial statements to ensure that the 

NAC satisfies applicable quantitative, 

qualitative and corporate governance 

listing standards. In addition, the 

Exchange states that, on a continued 

listing basis, NYSE Regulation staff 

would review a NAC’s periodic reports 

filed with the Commission as well as 

public disclosure to ensure that a NAC 

continues to meet applicable listing 

standards. 

Definitions of Key Terms Used in the 

Proposal 

The Exchange states that, unless 

otherwise stated, the proposed rules use 

definitions in the SEEA EA.12 In 

addition, the Exchange states that the 

proposal includes terms unique to 

NACs, as defined below: 

Community Well-being—Refers to the 

combination of social, economic, 

environmental, cultural, and political 

conditions of individuals and their 

communities as essential for them to 

flourish and fulfil their potential.13

Ecological Performance—The value of 

natural assets and the production of 

ecosystem services. 

Ecological Performance Report—A 

report with statistical information on 

the ecological performance of a NAC, 

including sections with data on (i) 

Natural Production, (ii) Natural Assets, 

and (iii) Underlying Asset Condition. 

The Exchange states that the EPR is 

unique to NACs and will be provided in 

addition to traditional financial 

statements. 

• Natural Production Section—A 

section of the EPR that provides 

information on the annual flows of 

ecosystem services managed by a NAC. 

• Natural Assets Section—A section 

of the EPR that provides information on 

the net present value of natural assets 


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producing ecosystem services managed 

by a NAC. 

• Underlying Asset Condition 

Section—A section of the EPR that 

provides biophysical information on the 

extent and condition of the ecosystems 

being managed by the NAC. 

Ecological Performance Rights—The 

rights to the value of natural assets and 

the production or ecosystem services in 

a designated area, including the 

authority to manage the area. These 

rights are granted to a NAC, from a 

natural asset owner, as provided 

through a license agreement. 

Ecosystem Service Valuation—The 

assignation of an economic value to an 

ecosystem service using one of many 

valuation methodologies accepted 

today. 

IEG Ecological Performance Reporting 

Framework—IEG has developed a 

specific framework for NACs to derive 

and report on ecosystem service values 

and on the quality of the natural assets 

being managed. In addition, the 

Reporting Framework defines the 

components and structure of the EPR to 

ensure the values are reported 

transparently and consistently. 

Independent Reviewer—A public 

accounting firm registered with the 

PCAOB independent of a NAC and, 

where applicable, a NAC’s licensor. 

Local Communities—refers to groups 

of people—including indigenous 

peoples and other local groups—who 

have direct ties to and derive livelihood 

or cultural values from the area to 

which the NAC holds the license. 

Natural Assets—A statistical 

representation of ecosystems for 

accounting purposes that defines them 

as productive units of ecosystem 

services. The term ‘‘Natural Assets’’ is 

equivalent to SEEA EA’s term 

‘‘ecosystem assets.’’ Natural assets can 

be monetized directly or indirectly. Like 

traditional assets, they have economic 

value and are expected to provide future 

streams of benefits. In the singular form, 

the term refers to an ecosystem type 

(e.g., a delineated forest). 

Natural Asset Companies (NACs)— 

Corporations that hold the rights to the 

ecological performance of a defined area 

and have the authority to manage the 

areas for conservation, restoration, or 

sustainable management. 

Sustainable Activities—From an 

ecological perspective, activities that do 

not cause any material adverse impact 

on the condition of ecosystems, and that 

seek to replenish the natural resources 

being used. 

Unsustainable Activities—From an 

ecological perspective, activities that 

cause material adverse impact on the 

condition of ecosystems, and extract 

resources without replenishing them. 

The IEG Reporting Framework 

The Exchange states that IEG has 

developed a Reporting Framework for 

NACs to measure and value natural 

assets and define how the EPR should 

be structured to ensure transparency, 

robustness, and consistency in the 

reporting of values and other statistical 

information disclosed. The Exchange 

further states that the Reporting 

Framework to be used by NACs is based 

on the standards developed in SEEA 

EA. The Exchange states that the SEEA 

EA provides the most comprehensive 

guidance on natural capital accounting 

and that it is of particular relevance to 

the valuation of NACs due to its spatial 

approach and its focus on measuring 

and reporting on the ecosystem services 

produced by ecosystems. The Exchange 

states that IEG adopted SEEA EA as the 

accounting standard for the 

measurement and valuation of natural 

assets and ecosystem services, with 

some minor adaptations to ensure that 

the natural asset valuations of NACs 

provide comprehensive, 

understandable, consistent, robust, and 

transparent information to investors and 

other users of the companies’ EPR. As 

proposed, the Reporting Framework 

would include specifications on how to 

apply SEEA EA to report on the annual 

performance of NACs. The Reporting 

Framework would set up NACs to report 

the Total Economic Value (‘‘TEV’’) of 

natural assets, which the Exchange 

states is in line with the 

recommendations of the British 

Standard for natural capital accounting 

(BS 8632) for financial organizations 

and the ISO Standard 14008. 

The Exchange states that, given that 

NACs are designed to manage and grow 

the value of natural assets and the 

production of ecosystem services, a 

NAC’s activities are not well captured 

solely by traditional financial reporting 

standards like GAAP/IFRS, as most 

ecosystem services are not monetized 

today. The Exchange further states that, 

to account for and capture the value of 

these non-monetized ecosystem 

services, NACs will be required to 

conduct an annual Technical EP Study, 

adhering to IEG’s Reporting Framework 

in order to prepare their EPR. As 

proposed, the Reporting Framework 

would define: the steps to characterize, 

measure and value the ecosystem 

service and natural asset values in a 

Technical EP Study, and the 

components and structure of the EPR, 

including guidance to compile its 

sections to ensure transparency, 

robustness, and consistency in the 

reporting of information about the 

natural assets. 

As proposed, the Reporting 

Framework would be publicly 

accessible on nyse.com. The Exchange 

states that, in consultation with IEG, the 

Exchange would have sole authority to 

determine whether and how to propose 

amendments to the Reporting 

Framework. Any proposed change to the 

Reporting Framework would have the 

effect of a change to an Exchange rule 

and would therefore be filed by the 

Exchange with the Commission 

pursuant to section 19(b) of the Act. 

Additionally, the Exchange states that it 

would maintain on nyse.com a publicly 

accessible copy of the Reporting 

Framework. 

Proposed Listing Rules: Required 

Corporate Documents 

Charter 

The Exchange proposes that each 

NAC would be required to file its 

charter as an exhibit to its registration 

statement. As a condition to initial 

listing, the NYSE proposes to require a 

NAC’s charter to state the following: 

• The purpose of the company is to 

actively manage, maintain, restore (as 

applicable), and grow the value of 

natural assets and their production of 

ecosystem services. In addition, where 

doing so is consistent with the 

company’s primary purpose, the 

company will seek to conduct 

sustainable revenue-generating 

operations. Sustainable operations are 

those activities that do not cause any 

material adverse impact on the 

condition of the natural assets under its 

control, and that seek to replenish the 

natural resources being used. The 

sustainability of the revenue-generating 

operations will be determined based on 

the impacts of their activities on the 

condition metrics, and where 

applicable, on any capacity-to-produce 

indicators reported by a NAC in its EPR. 

Condition metrics should not show 

degradation as a result of these activities 

and capacity-to-produce indicators 

should be moving to a rate where 

resource extraction is less than resource 

replenishment. The NAC may also 

engage in other activities that support 

community well-being, provided such 

activities are sustainable. 

• NAC funds (including any proceeds 

from the sale of the company’s 

securities at any time) must be used 

primarily to meet the NAC’s operational 

needs to fulfill its purpose. In addition, 

funds may be used to support 

community well-being, provided such 

activities are sustainable. 


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14The Exchange states that it will be important 

for NACs in their offering materials and subsequent 

public disclosure documents to be clear in 

distinguishing the rights to the land ownership and 

geographic area from the rights to the ecological 

performance and to clearly specify, where 

appropriate, the limits of the NAC’s rights as an 

owner or licensee. See, NAC Proposal, supra note 

3. 

15The Exchange states that the ESMS should be 

consistent with generally accepted international 

standards, such as the ‘‘IFC Performance Standard 

1: Assessment and Management of Environmental 

and Social Risks and Impacts.’’ See, NAC Proposal, 

supra note 3. 

16United Nations (2011). Guiding Principles on 

Business and Human Rights: Implementing the 

United Nations ‘‘Protect, Respect and Remedy’’ 

Framework. Available at: https://www.ohchr.org/ 

documents/publications/guidingprinciples

businesshr_en.pdf. See, NAC Proposal, supra note 

3. 

• The NAC will be prohibited from 

engaging directly or indirectly in 

unsustainable activities. These are 

defined as activities that cause any 

material adverse impact on the 

condition of the natural assets under its 

control, and that extract resources 

without replenishing them (including, 

but not limited to, traditional fossil fuel 

development, mining, unsustainable 

logging, or perpetuating industrial 

agriculture). The NAC will be 

prohibited from using its funds to 

finance such unsustainable activities. 

As proposed, if any of the foregoing 

provisions of the NAC’s charter are 

eliminated or materially amended in a 

manner that is inconsistent with their 

required form at any time, the NAC 

would be subject to delisting from the 

NYSE. 

License Agreements 

The Exchange states that NACs would 

acquire the ecological performance 

rights of a designated area by entering 

into an agreement with the natural asset 

owner (e.g., a governmental entity or 

private landowner) to obtain a license 

with respect to such rights.14 The 

Exchange proposes that all material 

terms of the applicable license 

agreement must be publicly disclosed in 

the NAC’s periodic filings consistent 

with SEC rules. As proposed, at 

minimum, the NAC would be required 

to disclose the following information 

about any license agreement: 

• Term: At the time of initial listing, 

the term of any license agreement must 

be a minimum of ten years from the date 

of closing of the NAC’s initial public 

offering (the Exchange expects that most 

license agreements will have terms 

significantly longer than ten years and, 

in some cases, may be perpetual); 

• Scope: The specific natural assets 

and ecosystem services covered by the 

license agreement; 

• License Payments: The amount and 

terms of any ongoing payments due 

from the licensee to the licensor; 

• Modification Provisions: The 

circumstances under which a license 

agreement may be modified and the 

procedures for effecting any such 

modification; 

• Termination Provisions: The 

circumstances under which a license 

agreement may be terminated, including 

the rights and obligations of all parties 

to the license agreement, and the 

procedures for effecting any such 

termination. 

The proposal would specify that any 

NAC whose license is terminated or 

materially breached by either party 

would be subject to delisting. 

NAC Policies 

Proposed Section 102.09 of the 

Manual would provide that a NAC 

seeking to list on the NYSE must adopt 

the following written policies 

(collectively, the ‘‘NAC Policies’’) and 

post them on its website by the earlier 

of the date that the NAC’s initial public 

offering closes or five business days 

following the NAC’s initial listing date: 

• An Environmental and Social 

Policy that articulates the objectives and 

principles that will guide the NAC to 

achieve sound environmental and social 

performance. As proposed, such policy 

must include requirements to conduct a 

process of environmental and social 

assessment, and establish, as soon as 

practicable after listing, an 

Environmental and Social Management 

System (‘‘ESMS’’).15 The ESMS should 

be designed to: 

• Identify and assess environmental 

and social risks and impacts, 

• Identify measures to avoid, 

minimize and mitigate the negative risks 

and impacts, and 

• Promote improved environmental 

and social performance. 

• A Biodiversity Policy that 

articulates a commitment to achieving 

no net loss, and where possible a net 

positive impact on biodiversity. The 

Biodiversity Policy should be based on 

the mitigation hierarchy, a planning and 

management approach for addressing 

impacts to biodiversity and ecosystem 

services through avoidance, 

minimization, restoration, and 

offsetting. 

• A Human Rights Policy that 

articulates a commitment to human 

rights, consistent with the United 

Nations Guiding Principles on Business 

and Human Rights,16 including a 

commitment to recognize and respect 

people’s rights in accordance with 

customary, national, and international 

human rights laws, in particular those of 

indigenous peoples. 

• An Equitable Benefit Sharing Policy 

that articulates the NAC’s commitment 

for sharing benefits with local 

communities. A NAC must include in 

its license agreement with the licensor 

a provision requiring the licensor to 

comply with the applicable terms of the 

Equitable Benefit Sharing Policy. 

The Exchange proposes that Equitable 

Benefit Sharing Policy must require an 

equitable benefit sharing arrangement 

for the distribution of shares of the 

NAC’s common stock to local 

communities, which the Exchange states 

would be those who have direct ties to 

and derive livelihood or cultural values 

from the applicable area. As proposed, 

the NAC’s common stock distribution 

would be required to be completed no 

later than the time of closing of the 

NAC’s IPO and meet the following 

requirements at a minimum: 

• If the NAC has entered into a 

license agreement with respect to public 

lands, shares representing at least 50% 

of the shares of the NAC’s outstanding 

shares as of the closing of the IPO must 

be distributed to local communities. 

• If the NAC has entered into a 

license agreement with respect to 

private lands, shares representing at 

least 5% of the shares of the NAC 

outstanding as of the closing of the IPO 

must be distributed to local 

communities. 

Under the proposed changes to the 

Manual, the foregoing distributions of 

shares of common stock may be placed 

in a trust or equivalent structure, for the 

benefit of the intended beneficiaries. 

Any trust (or equivalent) holding shares 

of the NAC for this purpose must be 

under the majority control of trustees 

that are fully independent of both the 

NAC and, where applicable, the 

licensor, and/or be representative of the 

intended beneficiaries. 

As proposed, the Equitable Benefit 

Sharing Policy must provide that the 

NAC will (a) deposit its cash and other 

financial assets in accounts with a bank 

custodian regulated by the U.S. Office of 

the Comptroller of the Currency (an 

‘‘Authorized Bank’’); and (b) include in 

its license agreement a provision 

requiring the licensor to place any 

shares of the NAC it owns in the 

custody of an Authorized Bank and 

deposit the proceeds from any NAC 

share sales by the licensor and any 

distributions received from the NAC in 

accounts with an Authorized Bank, 

pending the distribution of such assets 

in a manner consistent with the NAC’s 

Equitable Benefit Sharing Policy. 

Under the proposed rule change, the 

NAC would be required to review the 


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adequacy of the Equitable Benefit 

Sharing Policy at least annually and 

publish on its website a detailed 

description of its activities in 

accordance with such policy (the 

‘‘Annual EBS Report’’) no later than 90 

days after the end of each fiscal year. 

As proposed, the Annual EBS Report 

would be required to be examined by an 

Independent Reviewer (the ‘‘EBS 

Independent Reviewer’’) and be 

accompanied by an examination level 

report (i.e., reasonable assurance) 

regarding the NAC and, if applicable, 

the licensor, in accordance with the 

Equitable Benefits Sharing Policy during 

the applicable fiscal period, including a 

review of the accounts maintained by 

the NAC and the licensor at Authorized 

Banks, in accordance with the PCAOB 

or AICPA’s attestation standards. 

As proposed, the NAC’s accordance 

with the requirements of its Equitable 

Benefits Sharing Policy would be 

required to be reviewed periodically 

either by (i) a committee consisting 

solely of directors who meet the 

independence requirements of Section 

303A of the Manual or (ii) the NAC’s 

independent directors acting as a group. 

Such committee or the independent 

directors, as the case may be, must meet 

for this purpose at least annually and 

such meeting must include an executive 

session in which management does not 

participate and a discussion with the 

EBS Independent Reviewer at which 

management must not be present. 

Ecological Performance Report 

Proposed Section 102.09 would 

provide that, prior to its initial listing, 

the NAC must make publicly available 

an EPR that has been prepared 

consistent with the Reporting 

Framework. The Reporting Framework 

(including instructions for the 

preparation of the EPR and templates for 

the EPR) would be posted on nyse.com. 

As proposed, NACs would conduct a 

Technical EP Study annually in 

accordance with Reporting Framework. 

The Technical EP Study would generate 

the information used to prepare and 

publish the EPR. Both the Technical EP 

Study and EPR would be required to be 

examined by an Independent Reviewer 

annually. The EPR would also be 

required to be accompanied by an 

examination level report (i.e., 

reasonable assurance) prepared by such 

Independent Reviewer in accordance 

with the PCAOB or AICPA’s attestation 

standards. 

Quantitative and Corporate Governance 

Listing Rules 

To qualify for listing as a NAC, an 

applicant issuer would be required to 

meet the quantitative listing 

requirements applicable to the listing of 

common equities of operating 

companies as set forth in Sections 

102.01(A), (B), and (C) of the Manual. 

Proposed Section 102.09(G) would 

provide that listed NACs would be 

subject to all of the continued listing 

requirements that are applicable to 

operating companies listed under 

Sections 102 and 103 of the Manual. 

Audit Committee 

The Exchange proposes that a listed 

NAC would be subject to all of the 

corporate governance requirements set 

forth in Section 303A.00, including the 

requirement of Section 303A.06 

(providing that a company must have an 

independent audit committee) and the 

provisions of Section 303A.07 (setting 

forth additional requirements for the 

audit committee). The Exchange 

proposes to amend Section 303A.07 to 

establish additional responsibilities 

specific to the audit committee of a 

NAC. As proposed, Section 303A.07 

would require that (in addition to the 

requirements of Section 303A.07(b)), the 

NAC’s audit committee charter must 

address the following: 

• That the audit committee’s purpose 

includes assisting board oversight of (1) 

the integrity of the NAC’s EPR, (2) the 

qualifications and independence of the 

Independent Reviewer and (3) the 

performance of the Independent 

Reviewer. 

• The audit committee of the NAC 

must: 

• at least annually, obtain and review 

a report by the Independent Reviewer 

describing: the Independent Reviewer’s 

internal quality-control procedures; any 

material issues raised by the most recent 

internal quality-control review, or peer 

review, of the Independent Reviewer, or 

by any inquiry or investigation by 

governmental or professional 

authorities, within the preceding five 

years, respecting one or more 

independent audits carried out by the 

Independent Reviewer, and any steps 

taken to deal with any such issues; and 

(to assess the Independent Reviewer’s 

independence) all relationships between 

the Independent Reviewer and the NAC. 

After reviewing the foregoing report and 

the Independent Reviewer’s work 

throughout the year, the audit 

committee would be in a position to 

evaluate the Independent Reviewer’s 

qualifications, performance, and 

independence. This evaluation should 

include the review and evaluation of the 

lead partner of the Independent 

Reviewer. In making its evaluation, the 

audit committee should take into 

account the opinions of management 

and the NAC’s internal auditors (or 

other personnel responsible for the 

internal audit function). In addition to 

assuring the regular rotation of the lead 

partner responsible for the EPR Review, 

the audit committee should further 

consider whether, in order to assure 

continuing independence of the 

Independent Reviewer, there should be 

regular rotation of the firm undertaking 

the EPR Review itself. The audit 

committee should present its 

conclusions with respect to the 

Independent Reviewer to the full board 

and meet to review and discuss the 

NAC’s annual EPR. Meetings may be 

telephonic if permitted under applicable 

corporate law; polling of audit 

committee members, however, is not 

permitted in lieu of meetings. 

• meet separately, periodically, with 

management and the Independent 

Reviewer to discuss the EPR and the 

conduct of the EPR Review. To perform 

its oversight functions most effectively, 

the audit committee must have the 

benefit of separate sessions with 

management and the Independent 

Reviewer. These separate sessions may 

be more productive than joint sessions 

in surfacing issues warranting 

committee attention. 

• review with the Independent 

Reviewer any problems in the conduct 

of their review or difficulties and 

management’s response. The audit 

committee must regularly review with 

the Independent Reviewer any 

difficulties the Independent Reviewer 

encountered in the course of its review, 

including any restrictions on the scope 

of the Independent Reviewer’s activities 

or on access to requested information, 

and any significant disagreements with 

management. 

• set clear hiring policies for 

employees or former employees of the 

Independent Reviewer. Employees or 

former employees of the Independent 

Reviewer may be valuable additions to 

the NAC’s management. Such 

individuals’ familiarity with the 

business, and personal rapport with the 

employees, may be attractive qualities 

when filling a key opening. However, 

the audit committee should set hiring 

policies taking into account the 

pressures that may exist for personnel of 

the Independent Reviewer consciously 

or subconsciously seeking a job with the 

NAC they review. 

• report regularly to the board of 

directors with respect to the preparation 

of the EPR and the performance of the 

Independent Reviewer. The audit 

committee should review with the full 

board any issues that arise with respect 

to the quality or integrity of the EPR or 


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Federal Register / Vol. 88, No. 248 / Thursday, December 28, 2023 / Notices 89793 

the performance and independence of 

the Independent Reviewer. 

Material News 

The Exchange proposes that a NAC 

would be required to immediately 

disclose, pursuant to the Exchange’s 

immediate release policy set forth in 

Sections 202.05 and 202.06 of the 

Manual, any event (e.g., a forest fire) 

that is anticipated to have a material 

adverse effect with respect to any of the 

criteria included in the EPR. As soon 

thereafter as possible, the NAC would 

be required to disclose in a Form 8–K 

or Form 6–K, as applicable, its estimates 

of the changes to the previously 

presented EPR of such event. 

Periodic Publication of EPR and 

Occurrence of a Late EPR Delinquency 

The Exchange proposes that, each 

year after initial listing, a NAC must 

publish on its public website an EPR 

that has been prepared consistent with 

the Reporting Framework. As proposed, 

the Technical EP Study and EPR must 

be examined by the Independent 

Reviewer. The EPR would be required to 

be accompanied by an examination 

level report prepared by such 

Independent Reviewer in accordance 

with the PCAOB or AICPA’s attestation 

standards. The EPR would be required 

to cover the same fiscal periods as the 

audited financial statements included in 

the NAC’s annual report on Form 10–K, 

Form 20–F, or Form 40–F, as applicable. 

As proposed, the NAC would be 

required to use its best efforts to publish 

its annual EPR no later than the filing 

of its annual report on Form 10–K, Form 

20–F, or Form 40–F, as applicable. In 

the event that the annual EPR is not 

completed by the filing due date of the 

NAC’s annual report on Form 10–K, 

Form 20–F, or Form 40–F, as applicable, 

such annual EPR is required to be 

published no later than 180 days after 

the end of the fiscal year to which such 

annual EPR relates (the ‘‘NAC EPR Due 

Date’’ and the failure of a listed NAC to 

timely publish its annual EPR, a ‘‘NAC 

Late EPR Delinquency’’). As proposed, 

in the event that the company is unable 

to file its Form 10–K, Form 20–F, or 

Form 40–F, as applicable, by the NAC 

EPR Due Date, the company should not 

delay the publication of its EPR, but 

rather should publish its EPR on or 

before that date. 

The Exchange proposes that upon the 

occurrence of a NAC Late EPR 

Delinquency, the Exchange will 

promptly send written notification (the 

‘‘NAC Late EPR Delinquency 

Notification’’) to an affected NAC of the 

procedures set forth below. As 

proposed, within five days of the date 

of the NAC Late EPR Delinquency 

Notification, the company will be 

required to (a) contact the Exchange to 

discuss the status of the delinquent 

annual EPR (the ‘‘Delinquent NAC 

EPR’’) and (b) issue a press release 

disclosing the occurrence of the NAC 

Late EPR Delinquency, the reason for 

the NAC Late EPR Delinquency, and, if 

known, the anticipated date such NAC 

Late EPR Delinquency will be cured via 

the publication of the Delinquent NAC 

EPR. If the company has not issued the 

required press release within five days 

of the date of the NAC Late EPR 

Delinquency Notification, the Exchange 

would issue a press release stating that 

the company has incurred a NAC Late 

EPR Delinquency and providing a 

description thereof. 

NAC Non-Reliance Event 

The Exchange proposes that, in the 

event that a NAC concludes that its 

previously issued EPR should no longer 

be relied upon because of an error in 

such EPR (a ‘‘NAC Non-Reliance 

Event,’’ and the disclosure of such NAC 

Non-Reliance Event, a ‘‘NAC NonReliance Disclosure’’), the NAC would 

be required to comply with the NAC 

Late EPR Delinquency Notification 

procedures set forth above. As 

proposed, if the NAC does not publish 

an amended EPR within 60 days of the 

issuance of the NAC Non-Reliance 

Disclosure (an ‘‘Extended NAC NonReliance Disclosure Event’’ and, 

together with a NAC Late EPR 

Delinquency, a ‘‘NAC Reporting 

Delinquency’’) for purposes of the cure 

periods described below a NAC 

Reporting Delinquency would be 

deemed to have occurred on the date of 

original issuance of the NAC NonReliance Disclosure. If the Exchange 

believes that a NAC is unlikely to 

publish the amended EPR within 60 

days after a NAC Non-Reliance 

Disclosure or that the errors giving rise 

to such NAC Non-Reliance Disclosure 

are particularly severe in nature, the 

Exchange may, in its sole discretion, 

determine earlier than 60 days that the 

applicable NAC has incurred a NAC 

Publication Delinquency as a result of 

such NAC Non-Reliance Disclosure. 

Cure Periods for NAC Publication 

Delinquencies 

The Exchange proposes that, during 

the six-month period from the date of 

the NAC Publication Delinquency (the 

‘‘Initial NAC EPR Cure Period’’), the 

Exchange will monitor the company and 

the status of the Delinquent NAC EPR, 

including through contact with the 

company, until the NAC Publication 

Delinquency is cured. If the company 

fails to cure the NAC Publication 

Delinquency within the Initial NAC EPR 

Cure Period, the Exchange may, in the 

Exchange’s sole discretion, allow the 

company’s securities to be traded for up 

to an additional six-month period (the 

‘‘Additional NAC EPR Cure Period’’) 

depending on the company’s specific 

circumstances. If the Exchange 

determines that an Additional NAC EPR 

Cure Period is not appropriate, 

suspension and delisting procedures 

will commence in accordance with the 

procedures set out in Section 804.00 of 

the Listed Company Manual. As 

proposed, a NAC will not be eligible to 

follow the procedures outlined in 

Sections 802.02 and 802.03 with respect 

to these criteria. 

The Exchange proposes that, in 

determining whether an Additional 

NAC EPR Cure Period after the 

expiration of the Initial NAC EPR Cure 

Period is appropriate, the Exchange will 

consider the likelihood that the 

Delinquent NAC EPR can be published 

during the Additional NAC EPR Cure 

Period. The Exchange states that it 

strongly encourages companies to 

provide ongoing disclosure on the status 

of the Delinquent NAC EPR to the 

market through press releases and will 

also take the frequency and detail of 

such information into account in 

determining whether an Additional 

NAC EPR Cure Period is appropriate. As 

proposed, if the Exchange determines 

that an Additional NAC EPR Cure 

Period is appropriate, and the company 

fails to publish the Delinquent NAC EPR 

by the end of such Additional NAC EPR 

Cure Period, suspension and delisting 

procedures will commence immediately 

in accordance with the procedures set 

out in Section 804.00. In no event 

would the Exchange continue to trade a 

NAC’s securities if that company has 

failed to cure its NAC EPR Delinquency 

on the date that is twelve months after 

the applicable NAC EPR Due Date. 

Filing Delinquencies and NAC EPR 

Delinquencies Are Treated Separately 

The Exchange proposes that, for 

purposes of Section 802.01E, NACs 

would also be subject to the provisions 

with respect to delinquencies in filing 

periodic reports as set forth in that rule 

(a ‘‘Filing Delinquency’’). The Exchange 

states that a Filing Delinquency is a 

separate event of noncompliance from a 

NAC Publication Delinquency. 

Consequently, and as proposed, a NAC 

could be deemed to have cured a Filing 

Delinquency while remaining 

noncompliant due to an ongoing NAC 

Publication Delinquency or vice versa. 


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17 15 U.S.C. 78f(b)(5). 

18 15 U.S.C. 78s(b)(2)(B). 

19 Id. 

20 15 U.S.C. 78f(b)(5). 

Components and Form of the 

Statements 

The Exchange proposes that the EPR 

published by NYSE-listed NACs will 

consists of three components: (1) 

Natural Production Section, (2) Natural 

Assets Section and (3) Underlying Asset 

Condition Section. 

As proposed, the process for 

conducting a Technical EP Study and 

the requirements for preparing an EPR 

would be contained in the Reporting 

Framework. NACs would be required to 

conduct a Technical EP Study and 

prepare and publish an EPR that 

complies with the Reporting 

Framework, in each case on an annual 

basis. 

B. Exchange Arguments 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b)(5) of the Act,17 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 states that the proposed 

listing standard for NACs is consistent 

with the protection of investors and the 

public interest because, among other 

things, it includes rigorous quantitative 

financial requirements and corporate 

governance requirements. Specifically, 

the Exchange states that the proposed 

listing standard requires NACs to meet 

the same quantitative initial and 

continued listing standards as are 

applied to operating companies listed 

on the NYSE and would be subject, 

without exception, to all of the other 

rules applicable to NYSE listed 

operating companies. The Exchange 

notes that there is significant and 

growing interest in investing in asset 

classes that are consistent with the 

objective of protecting and improving 

the environment and believes that the 

listing of NACs will provide investors 

with an investment vehicle that meets 

this demand. The Exchange also states 

that the development of NACs will 

provide a source of funding to maintain 

and restore natural assets. 

The Exchange states that the charter 

provisions each NAC would be required 

to adopt under the proposed rule are 

also consistent with the protection of 

investors and the public interest 

because they are designed to ensure that 

the NAC conducts its operations in a 

manner consistent with the ecological 

and socially equitable goals that would 

motivate investors when investing in 

the NAC. Similarly, the Exchange states, 

the various policies that the NAC would 

be required to adopt and publicize 

(including an Environmental and Social 

Policy, a Biodiversity Policy, a Human 

Rights Policy, and an Equitable Benefits 

Sharing Policy) would protect investors 

by establishing clear standards that the 

NAC must abide by in seeking to 

address its stated ecological and social 

goals. 

In addition, the Exchange believes 

that the examination conducted by the 

Independent Reviewer with respect to 

the initial and periodic EPR published 

by each NAC are consistent with 

investor protection and the public 

interest because they are designed to 

ensure that such EPR is prepared in a 

manner that is consistent with the 

requirements of the Reporting 

Framework. The Exchange further states 

that, this examination of each NAC’s 

EPR will protect investors by providing 

significant assurance as to the reliability 

of that EPR. The proposal would also 

amend Section 802.01E of the Manual to 

create non-compliance and delisting 

procedures for NACs that fail to timely 

publish their EPR. The Exchange further 

argues that the proposed requirements 

for the audit committee of the NAC to 

oversee the preparation of the EPR and 

the performance of the Independent 

Reviewer are consistent with the 

protection of investors as they will help 

assure the accuracy and completeness of 

the EPR and the quality of the 

Independent Reviewer’s review. The 

Exchange also notes that, as is the case 

with all listed companies, NACs would 

be required to immediately disclose 

pursuant to the Exchange’s immediate 

release policy set forth in Sections 

202.05 and 202.06 of the Manual any 

material event, including any event that 

is anticipated to have a material adverse 

effect with respect to any of the criteria 

included in the EPR (e.g., a forest fire). 

The Exchange believes that it is 

therefore in the interests of investors to 

have a rigorous rule to address 

delinquencies with respect to 

disclosures and to require immediate 

disclosure of material events. 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act because a 

listing under the proposed rule would 

be available in a non-discriminatory 

way to any company satisfying its 

requirements, as well as all other 

applicable NYSE listing requirements. 

In addition, the Exchange believes it 

faces competition for listings and any 

competing exchange could similarly 

adopt rules to allow the listing of NACs. 

C. Comment Letters Received on the 

Proposal 

The Commission has received 

comment letters that support the 

proposal, comment letters that suggest 

changes to the proposal, and comment 

letters that oppose the proposal. 

III. Proceedings To Determine Whether 

To Approve or Disapprove SR–NYSE– 

2023–09 and Grounds for Disapproval 

Under Consideration 

The Commission is instituting 

proceedings pursuant to section 

19(b)(2)(B) of the Act 18 to determine 

whether the proposed rule change 

should be approved or disapproved. 

Institution of such proceedings is 

appropriate at this time in view of the 

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, as 

described below, the Commission seeks 

and encourages interested persons to 

provide additional comment on the 

proposed rule change to inform the 

Commission’s analysis of whether to 

approve or disapprove the proposed 

rule change. 

Pursuant to section 19(b)(2)(B) of the 

Act,19 the Commission is providing 

notice of the grounds for disapproval 

under consideration. As described 

above, The Exchange proposes to adopt 

a new subsection of Section 102 of the 

Manual (to be designated Section 

102.09) to permit the listing of common 

equity securities of NACs. As stated 

above, the Commission has received 

comment letters that support the 

proposal, comment letters that suggest 

changes to the proposal, and comment 

letters that oppose the proposal. 

The Commission is instituting 

proceedings to allow for additional 

analysis of, and input from commenters 

with respect to, the consistency of the 

proposal with section 6(b)(5) of the 

Act,20 which requires that the rules of 

a national securities exchange be 

designed, among other things, to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 


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Federal Register / Vol. 88, No. 248 / Thursday, December 28, 2023 / Notices 89795 

21 15 U.S.C. 78f(b)(8). 

22Rule 700(b)(3), Commission Rules of Practice, 

17 CFR 201.700(b)(3). 

23See id. 

24 15 U.S.C. 78f(b)(5). 

25 15 U.S.C. 78f(b)(8). 

26 17 CFR 240.19b–4. 

27Section 19(b)(2) of the Act, as amended by the 

Securities Acts Amendments of 1975, Public Law 

94–29 (June 4, 1975), grants the Commission 

flexibility to determine what type of proceeding— 

either oral or notice and opportunity for written 

comments—is appropriate for consideration of a 

particular proposal by a self-regulatory 

organization. See Securities Acts Amendments of 

1975, Senate Comm. on Banking, Housing & Urban 

Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 

(1975). 

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 not be designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers, 

or to regulate by virtue of any authority 

conferred by the Act matters not related 

to the purposes of the Act or the 

administration of the exchange; and 

section 6(b)(8) of the Act,21 which 

requires that the rules of a national 

securities exchange not impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Under the 

Commission’s Rules of Practice, the 

‘‘burden to demonstrate that a proposed 

rule change is consistent with the 

Exchange Act and the rules and 

regulations issued thereunder . . . is on 

the self-regulatory organization [‘SRO’] 

that proposed the rule change.’’ 22 The 

description of a proposed rule change, 

its purpose and operation, its effect, and 

a legal analysis of its consistency with 

applicable requirements must all be 

sufficiently detailed and specific to 

support an affirmative Commission 

finding, and any failure of an SRO to 

provide this information may result in 

the Commission not having a sufficient 

basis to make an affirmative finding that 

a proposed rule change is consistent 

with the Exchange Act and the 

applicable rules and regulations.23

The Commission requests comment 

on all aspects of the proposal, and its 

consistency with applicable statutory 

requirements, including those discussed 

above. Based broadly on concerns raised 

by commenters the Commission also 

requests comment regarding, but not 

limited to, the following: 

• the use of the Reporting Framework 

and its relationship to the UN SEEA EA 

model, British Standard 

recommendations, and other sources 

referenced for the underlying EPR data; 

• the relationship between NYSE and 

IEG in general, including but not limited 

to the responsibilities of each under the 

proposal; how modifications of the 

Reporting Framework would be 

addressed; issues regarding 

independence, oversight, and potential 

conflicts of interest as between the 

entities and as among the audit 

committee or any auditors, experts, or 

advisory entities under the proposal; 

and the availability of books and 

records; 

• the licensing arrangement for NACs 

as proposed and the sufficiency of the 

proposal regarding such licensing or 

other legal arrangements that a NAC 

would be permitted to enter into; 

• the impact of the proposal on 

intermarket competition, including the 

exclusive agreement between IEG and 

NYSE; 

• whether the proposed additional 

listing requirements for NACs and their 

implementation and application, 

including use of terminology, applicable 

thresholds, use of funds, and 

substantive obligations, are described 

with sufficient detail and clarity so as to 

provide investors with the information 

necessary to understand the relationship 

between such additional NAC 

requirements and the NAC’s GAAP 

financials; 

• the proposed use of the financial 

statements and metrics in the EPR as 

compared to a NAC’s GAAP financial 

statements; 

• as related to the Commission’s nonGAAP rules, the proposed use of GAAP 

terms and concepts in connection with 

the Reporting Framework, EPR, the 

Technical EP Study, and other related 

NAC materials, and the extent, if any, to 

which the relationship between a NAC’s 

GAAP financial statements and 

reporting requirements and the EPR and 

related materials could potentially 

result in overlap or double counting, 

confusion, or lack of clarity, as well as 

the application of the materiality 

standard; and, 

• the suitability, clarity, and level of 

guidance of criteria for the Reporting 

Framework and other NAC materials, 

and implementation of the same, as well 

as the other requirements applicable to 

NACs, for audit purposes and 

attestation, including the scope of any 

attestation engagement and the roles of 

the relevant parties; and, 

• the ability of a NAC to list on the 

Exchange pursuant to either an initial 

public offering or a direct listing. 

IV. Procedure: Request for Written 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with sections 

6(b)(5) 24 and 6(b)(8) 25 of the Act or any 

other provision of the Act, or the rules 

and regulations thereunder. Although 

there do not appear to be any issues 

relevant to approval or disapproval that 

would be facilitated by an oral 

presentation of views, data, and 

arguments, the Commission will 

consider, pursuant to Rule 19b–4 under 

the Act,26 any request for an 

opportunity to make an oral 

presentation.27

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposed rule change should be 

approved or disapproved by January 18, 

2024. Any person who wishes to file a 

rebuttal to any other person’s 

submission must file that rebuttal by 

February 1, 2024. 

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–2023–09 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–2023–09. 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 


khammond on DSKJM1Z7X2PROD with NOTICES
89796 Federal Register / Vol. 88, No. 248 / Thursday, December 28, 2023 / Notices 

28 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

3See Exchange Act Release No. 96930 (Feb. 15, 

2023), 88 FR 13872 at 13918 (Mar. 6, 2023) (File 

No. S7–05–22) (the ‘‘Commission T+1 Adopting 

Release’’). If the Commission’s compliance date 

were to change, the MSRB would issue a regulatory 

notice to modify the compliance date for the 

proposed rule change to remain aligned with the 

Commission’s revised compliance date. 

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–2023–09 and should 

be submitted on or before January 18, 

2024. Rebuttal comments should be 

submitted by February 1, 2024. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.28

Christina Z. Milnor, 

Assistant Secretary. 

[FR Doc. 2023–28611 Filed 12–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35080; File No. 812–15513] 

MainStay MacKay Municipal Income 

Opportunities Fund and New York Life 

Investment Management LLC 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c) and 18(i) of the 

Act, under sections 6(c) and 23(c) of the 

Act for an exemption from rule 23c–3 

under the Act, and for an order pursuant 

to section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end investment 

companies to issue multiple classes of 

shares and to impose asset-based 

distribution and/or service fees and 

early withdrawal charges. 

APPLICANTS: MainStay MacKay 

Municipal Income Opportunities Fund 

and New York Life Investment 

Management LLC. 

FILING DATES: The application was filed 

on October 11, 2023, and amended on 

December 14, 2023. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on January 16, 2024, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit, or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: J. 

Kevin Gao, Esq., New York Life 

Investment Management LLC, 51 

Madison Avenue, New York, New York 

10010; with a copy to Thomas C. Bogle, 

Esq., and Corey F. Rose, Esq., 1900 K. 

Street NW, Washington, DC 20006. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

Counsel, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated 

December 14, 2023, which may be 

obtained via the Commission’s website 

by searching for the file number at the 

top of this document, or for an 

Applicant using the Company name 

search field on the SEC’s EDGAR 

system. 

The SEC’s EDGAR system may be 

searched at https://www.sec.gov/edgar/ 

searchedgar/legacy/ 

companysearch.html. You may also call 

the SEC’s Public Reference Room at 

(202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Dated: December 22, 2023. 

Christina Z. Milnor, 

Assistant Secretary. 

[FR Doc. 2023–28671 Filed 12–27–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99226; File No. SR–MSRB– 

2023–07] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of a Proposed 

Rule Change To Amend MSRB Rule G– 

12 To Promote the Completion of 

Allocations, Confirmations, and 

Affirmations by the End of Trade Date 

December 21, 2023. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on December 20, 2023, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’ 

or ‘‘Board’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the MSRB. 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 MSRB filed with the Commission 

a proposed rule change to amend MSRB 

Rule G–12 (‘‘Rule G–12’’), on uniform 

practice, to promote the completion of 

allocations, confirmations, and 

affirmations by the end of trade date for 

municipal securities transactions 

between brokers, dealers and municipal 

securities dealers and their institutional 

customers to facilitate the move to a 

settlement cycle of one business day 

(the ‘‘proposed rule change’’). 

The MSRB requests that the proposed 

rule change be approved with a 

compliance date of May 28, 2024, to 

align with the compliance date for 

amended Exchange Act Rule 15c6–1 

and new Exchange Act Rule 15c6–2, as 

described herein.3

The text of the proposed rule change 

is available on the MSRB’s website at 

https://msrb.org/2023-SEC-Filings, at 

the MSRB’s principal office, and at the 

Commission’s Public Reference Room. 


khammond on DSKJM1Z7X2PROD with NOTICES