14550 Federal Register / Vol. 89, No. 39 / Tuesday, February 27, 2024 / Notices 

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

16 17 CFR 240.19b–4(f)(2). 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3As of the date of this filing, there are no 

Ukrainian Companies listed on Nasdaq. 

4See Reuters, Blood and billions: the cost of 

Russia’s war in Ukraine at https://

www.nasdaq.com/articles/explainer-blood-andbillions:-the-cost-of-russias-war-in-ukraine. 

5https://www.whitehouse.gov/briefing-room/ 

statements-releases/2023/08/24/statement-frompresident-joe-biden-on-ukraine-independence-day/. 

19(b)(3)(A)(ii) of the Act 15 and Rule 

19b–4(f)(2) 16 thereunder. 

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 

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– 

MEMX–2024–05 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–MEMX–2024–05. 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–MEMX–2024–05 and should be 

submitted on or before March 19, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–03904 Filed 2–26–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99580; File No. SR– 

NASDAQ–2024–006] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Adopt a 

Temporary Listing Fee Waiver for 

Ukrainian Companies Until December 

31, 2028 

February 21, 2024. 

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 February 

12, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) 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 Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange proposes to adopt a 

temporary listing fee waiver for 

Ukrainian companies until December 

31, 2028. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

Exchange 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 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The purpose of the proposed rule

change is to waive certain entry fees 

(including the application fee) and AllInclusive Annual fees for Ukrainian 

Companies listing on Nasdaq for a time 

period until December 31, 2028.3 This 

fee waiver will be applicable to 

Ukrainian Companies listed on or after 

the effective date of this rule change. 

On February 24, 2022, Russia invaded 

Ukraine causing a humanitarian crisis 

that has left tens of thousands of dead, 

displaced millions and sown economic 

turmoil in Ukraine. Ukraine’s economy 

has been crippled and some cities have 

faced massive devastation from the 

fighting. Ukraine’s economy contracted 

by 30% in 2022 and was forecast to 

grow by of 1% to 3% in 2023, according 

to the International Monetary Fund.4

The White House supports Ukrainian 

efforts to stop the aggression and is also 

focused on reconstruction efforts. In this 

regard, President Biden recently stated 

that: 

The United States will continue our work, 

together with partners all around the world, 

to support Ukraine’s ability to defend itself 

against Russia’s aggression, to uphold the 

foundational principles of the UN Charter, 

and to help the Ukrainian people build the 

secure, prosperous, and independent future 

they deserve.5

Further, according to USAID, a United 

States Agency that leads the U.S. 

government’s international development 

and humanitarian efforts: 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 39 / Tuesday, February 27, 2024 / Notices 14551 

6See USAID Response in Ukraine at https://

www.usaid.gov/usaid-response-ukraine. 

7Based on conditions at the end of the waiver, 

Nasdaq may file a subsequent proposed rule change 

to extend this waiver. 

8Rule 5005(a)(6) defines ‘‘Company’’ as the issuer 

of a security listed or applying to list on Nasdaq. 

9Rule 5005(a)(37) defines Restrictive Market as a 

jurisdiction that does not provide the Public 

Company Accounting Oversight Board with access 

to conduct inspections of public accounting firms 

that audit Nasdaq-listed companies. A Company’s 

business will be considered to be principally 

administered in a Restrictive Market if: (i) the 

Company’s books and records are located in that 

jurisdiction; (ii) at least 50% of the Company’s 

assets are located in such jurisdiction; or (iii) at 

least 50% of the Company’s revenues are derived 

from such jurisdiction. While the location of the 

Company’s books and records were a factor in 

determining whether a company was in a 

Restrictive Market because of the inability of the 

PCAOB to inspect those books and records, Nasdaq 

does not believe that element is appropriate as a 

sole determination as to whether a company is 

principally administered in Ukraine. 

10 Id. 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(4) and (5). 

13See General Assembly Overwhelmingly Adopts 

Resolution Demanding Russian Federation 

Immediately End Illegal Use of Force in Ukraine, 

Withdraw All Troops at https://press.un.org/en/ 

2022/ga12407.doc.htm. 14 15 U.S.C. 78s(b)(3)(A)(ii). 

Since Putin’s full-scale war against Ukraine 

on February 24, 2022, the United States, 

through USAID, has surged support to 

rapidly address urgent humanitarian needs, 

while also investing in Ukraine’s economy 

and building resilient infrastructure and 

institutions to help Ukraine recover from 

Putin’s ruthless attacks and sustain a lasting 

peace.6

Nasdaq notes that the Government of 

the United States has identified the 

private sector as one of key factors for 

the successful Ukraine reconstruction 

efforts and is encouraging investment in 

Ukraine. 

Similarly, Nasdaq also believes that 

reconstruction of Ukrainian 

infrastructure damaged or destroyed 

during the invasion and creation of a 

new European economic model for 

Ukraine will be based on free enterprise, 

attraction of international capital, the 

best international experience and 

market practices, and a fair and 

attractive business climate. As such, 

Nasdaq proposes to temporarily waive 

entry and annual fees for Ukrainian 

Companies listing on Nasdaq. 

Specifically, Nasdaq proposes to waive 

the entry fee (including the application 

fee) and the All-Inclusive Annual 

Listing Fee described in Rule 5910 (with 

respect to the Nasdaq Global Market, 

including the Nasdaq Global Select 

Market) and Rule 5920 (with respect to 

the Nasdaq Capital Market) for 

Ukrainian Companies until December 

31, 2028.7 Nasdaq believes that this 

temporary waiver will ease the listing of 

Ukrainian companies on Nasdaq and 

thereby help those companies to attract 

international capital, facilitating capital 

formation and creating opportunities for 

economic growth both for these 

companies and the Ukrainian economy 

overall. 

Nasdaq proposes to define a 

Ukrainian Company for purposes of this 

fee waiver to mean a Company 8

incorporated in Ukraine or a Company 

whose business is principally 

administered in Ukraine. A Company’s 

business will be considered to be 

principally administered in Ukraine if: 

(i) at least 50% of the Company’s assets 

are located in that jurisdiction; or (ii) at 

least 50% of the Company’s revenues 

are derived from that jurisdiction. The 

proposed definition of a Ukrainian 

Company is based in part on Rule 

5005(a)(37) which defines when a 

company is from a Restrictive Market.9

Nasdaq believes the proposed definition 

of a Ukrainian Company is appropriate 

given the significant connection it 

requires to Ukraine and the Exchange’s 

experience in applying the similar 

definition.10

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,11 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,12 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

Specifically, Nasdaq believes that the 

proposed fee waivers are equitable and 

not unfairly discriminatory as they are 

being implemented to support 

companies that are incorporated in or 

whose business is principally 

administered in Ukraine—a country 

operating under conditions 

unprecedented during this century 

caused by a full scale military invasion, 

as described above. Nasdaq believes that 

Ukraine stands in unique 

circumstances, facing an almost twoyear long invasion by a member of the 

United Nations Security Council, while 

the United Nations, in just its eleventh 

emergency special session ever, 

overwhelmingly adopted a resolution 

demanding the Russian Federation 

immediately end its invasion and 

unconditionally withdraw.13 Nasdaq 

believes that waiving these fees will 

facilitate the listing of Ukrainian 

companies on Nasdaq in the United 

States, providing them access to a deep 

pool of liquidity to raise capital to use 

in the rebuilding of the Ukrainian 

economy, consistent with the goals of 

the United States government and 

Nasdaq’s interest in speeding the 

recovery of the Ukraine economy in 

these unique circumstances. Finally, 

Nasdaq believes that it will also allow 

these companies to reinvest the money 

that otherwise would be paid to Nasdaq 

into those reconstruction efforts. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed waiver will be available to all 

similarly situated issuers on the same 

basis. Moreover, the companies eligible 

for the waiver will be faced with 

operating under conditions 

unprecedented during this century 

caused by a full scale military invasion, 

as described above—conditions not 

generally experienced by other 

companies that are not eligible for the 

waiver. As such, the Exchange does not 

believe that the proposed temporary 

waivers will have any meaningful effect 

on the competition among issuers listed 

on the Exchange. 

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 in response, 

and because issuers may change their 

listing venue, the Exchange does not 

believe its proposed fee change will 

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 either 

solicited or 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)(ii) of the Act.14

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: (i) necessary or appropriate in 


lotter on DSK11XQN23PROD with NOTICES1
14552 Federal Register / Vol. 89, No. 39 / Tuesday, February 27, 2024 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 34– 

99096 (December 6, 2023), 88 FR 86188 (December 

12, 2023) (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the SRO as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 

5See Notice 88 FR at 86188. Comments on the 

proposed rule change can be found at: https://

www.sec.gov/comments/sr-msrb-2023-06/

srmsrb202306.htm. 

6 15 U.S.C. 78s(b)(3)(C). 

7See Securities Exchange Act Release No. 34– 

99444 (January 29, 2024), 89 FR 7424 (February 2, 

2024). 

8 Id. at 7428. 

9 17 CFR 200.30–3(a)(12). 

the public interest; (ii) for the protection 

of investors; or (iii) 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– 

NASDAQ–2024–006 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–NASDAQ–2024–006. 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–NASDAQ–2024–006 and should be 

submitted on or before March 19, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–03903 Filed 2–26–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99577; File No. SR–MSRB– 

2023–06] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Withdrawal of 

Proposed Rule Change To Establish 

the 2024 Rate Card Fees for Dealers 

and Municipal Advisors Pursuant to 

MSRB Rules A–11 and A–13 

February 21, 2024. 

On November 30, 2023, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 1 (‘‘Exchange 

Act’’) and Rule 19b–4 thereunder,2 a 

proposed rule change to establish the 

2024 Rate Card Fees for Dealers and 

Municipal Advisors.3 The proposed rule 

change was immediately effective upon 

filing with the Commission pursuant to 

Section 19(b)(3)(A) of the Exchange 

Act.4 The proposed rule change was 

published for comment in the Federal 

Register on December 12, 2023.5

Pursuant to Section 19(b)(3)(C) of the 

Exchange Act,6 the Commission 

temporarily suspended the proposed 

rule change and instituted proceedings 

to determine whether to approve or 

disapprove the proposed rule change on 

January 29, 2024.7 The Commission 

requested public comment on: (i) what 

process the MSRB should undertake to 

ensure that the fees assessed in its Rate 

Card filing and underlying Budget are 

both reasonable and capable of 

meaningful evaluation by the public, 

market participants, and the 

Commission; (ii) what specific data and 

information the MSRB should publicly 

disclose (that it does not currently 

publicly disclose); (iii) when the MSRB 

should file its Rate Card each year; (iv) 

whether the MSRB’s representations 

about the cost, functionality, and 

evolution of the EMMA system have 

been consistent with actual practice in 

the years since EMMA was adopted; and 

(v) what general steps could be taken in 

the future to minimize the potential 

operational disruption caused by either 

the Commission suspending a Rate Card 

filing or a Rate Card otherwise not being 

effective on January 1 of the calendar 

year.8

On February 16, 2024, the MSRB 

withdrew the proposed rule change 

(SR–MSRB–2023–06). 

For the Commission, pursuant to delegated 

authority.9

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–03902 Filed 2–26–24; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #20207 and #20208; 

NORTH DAKOTA Disaster Number ND– 

20001] 

Presidential Declaration of a Major 

Disaster for Public Assistance Only for 

the State of North Dakota 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of North Dakota (FEMA–4760– 

DR), dated 02/15/2024. 

Incident: Severe Winter Storm and 

Straight-line Winds. 

Incident Period: 12/25/2023 through 

12/27/2023. 

DATES: Issued on 02/15/2024. 

Physical Loan Application Deadline 

Date: 04/15/2024. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 11/15/2024. 

ADDRESSES: Visit the MySBA Loan 

Portal at https://lending.sba.gov to 

apply for a disaster assistance loan. 

FOR FURTHER INFORMATION CONTACT: 

Alan Escobar, Office of Disaster 


lotter on DSK11XQN23PROD with NOTICES1