100584 Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5The ‘‘Initiating Member’’ is the member of the 

exchange that may electronically submit for 

execution an Agency Order against contra-side 

interest into an AIM or SAM Auction. See Rules 

21.19 (introductory paragraph) and 21.21 

(introductory paragraph). 

6See Rules 21.19(c)(5) and 21.21(c)(5). 

7See Rule 21.19(e). 

8See Rule 21.21(e). 

9Rule 21.19(e)(1) similarly provides that the 

execution price of the Agency Order must be at or 

better than both sides of the BBO at the conclusion 

of the AIM Auction but does not include the Initial 

NBBO restriction. However, the provision in Rule 

21.19(c)(5)(B) practically restricts price 

improvement of the Agency Order outside of the 

Initial NBBO since the stop price would be better 

than the Initial NBBO and auto-match would only 

match the prices of responses, which could not be 

outside the Initial NBBO. 

10The term ‘‘Initial NBBO’’ means the national 

best bid or national best offer at the time an auction 

is initiated. See Rules 21.19 (introductory 

paragraph) and 21.21 (introductory paragraph). The 

Exchange notes that Rules 21.19(b) and 21.21(b) 

reference the ‘‘then-current NBBO’’ when 

describing the stop price conditions. The ‘‘thencurrent NBBO’’ is the NBBO at the time the System 

receives the Agency Order and contra-order, which 

(assuming all conditions are satisfied) becomes the 

time at which the auction commences, and thus the 

then-current NBBO is ultimately the NBBO at the 

commencement of the auction, which is also the 

‘‘Initial NBBO.’’ 

11 In Rule 21.19(c)(5)(B), this change includes the 

deletion of the phrase ‘‘that cross the Initial NBBO’’ 

at the beginning of that provision and ‘‘Initial 

NBBO’’ at the end of the provision. Ultimately, if 

a response does not cross the Initial NBBO, then the 

Initial NBBO cap would not be relevant. 

Additionally, the proposed rule change makes 

nonsubstantive changes to Rule 21.19(c)(5)(B) to 

conform the provision to the corresponding 

provision in Rule 21.21(c)(5)(B), which changes 

have no impact on these provisions. Specifically, 

the proposed rule change provides that the prices 

of the responses are capped at the BBO (or one 

increment better than the BBO) at the conclusion 

of the AIM Auction, which merely adds that 

language from 21.19(e) that practically already caps 

the prices of responses at the BBO. The proposed 

rule change also modifies the language to refer to 

responses being buy or sell and using Exchange best 

offer or bid as opposed to BBO, which ultimately 

means the same thing and eliminates the need to 

discuss on which side of the market the Agency 

Order is on. This language is identical to Cboe 

Options Rule 5.37(c)(5)(B). Further, the proposed 

rule change also makes nonsubstantive changes to 

Rule 21.21(c)(5)(B) to replace ‘‘0.01’’ with ‘‘one 

minimum increment,’’ as those terms mean the 

same thing with respect to the SAM Auction. See 

Rule 21.21(a)(4). This conforms the language in 

Rule 21.21(c)(5)(B) to the analogous language in 

Rule 21.19(c)(5)(B). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101836; File No. SR– 

CboeEDGX–2024–079] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend 

Auction Response and Execution Price 

Cap for AIM and SAM Auctions 

December 6, 2024. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

22, 2024, Cboe EDGX Exchange, Inc. 

(the ‘‘Exchange’’ or ‘‘EDGX’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Exchange filed the proposal as a 

‘‘non-controversial’’ proposed rule 

change pursuant to Section 

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

19b–4(f)(6) thereunder.4 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 

Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX Options’’) 

proposes to amend Rules 21.19 and 

21.21. The text of the proposed rule 

change is provided in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/edgx/), 

at the Exchange’s Office of the 

Secretary, 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 Exchange proposes to amend 

Rules 21.19 (Automated Price 

Improvement Mechanism (‘‘AIM’’ or 

‘‘AIM Auction’’)) and 21.21 

(‘‘Solicitation Auction Mechanism’’ 

(‘‘SAM’’ or ‘‘SAM Auction’’)) to modify 

the agency side execution price cap to 

allow for further price improvement. 

By way of background, Rule 21.19 

contains the requirements applicable to 

the execution of certain customer orders 

(‘‘Agency Orders’’) using AIM. An AIM 

Auction is an electronic auction 

intended to provide an Agency Order 

with the opportunity to receive price 

improvement (over the National Best 

Bid or Offer (‘‘NBBO’’)). Rule 21.21 

contains the requirements applicable to 

the execution of Agency Orders using 

SAM. Similarly, a SAM Auction is an 

electronic auction intended to provide a 

larger-sized Agency Order with the 

opportunity to receive price 

improvement over the NBBO. Upon 

submitting an Agency Order into an 

AIM or SAM Auction, the Initiating 

Member 5 must also submit a contra-side 

second order (‘‘Initiating Order’’) for the 

same size as the Agency Order. The 

Initiating Order guarantees that the 

Agency Order will receive an execution 

at no worse than the auction price. 

Upon commencement of an auction, 

market participants may submit 

responses to trade against the Agency 

Order.6 At the conclusion of an AIM 

Auction, depending on the contra-side 

interest (including auction responses) 

available, the Initiating Order may be 

allocated a certain percentage (or more) 

of the Agency Order.7 At the conclusion 

of a SAM Auction, depending on the 

contra-side interest (including auction 

responses) available, the Initiating Order 

may be allocated the entire Agency 

Order or none of the Agency Order.8

Rules 21.19(c)(5)(B) and 21.21(c)(5)(B) 

provide that the System may not 

execute AIM responses (against Agency 

Orders) outside of the BBO at the 

conclusion of the AIM Auction or the 

Initial NBBO. Similarly, Rule 21.21(e) 

provides that the execution price of any 

Agency Order must be not outside the 

Exchange best bid or offer (‘‘BBO’’) at 

the conclusion of the auction 9 or the 

Initial NBBO.10 The Exchange proposes 

to amend Rules 21.19(c)(5)(B) and 

21.21(c)(5)(B) and (e) to eliminate the 

requirement that the execution price of 

an AIM response or Agency Order be at 

or better than the Initial NBBO.11 The 

Exchange believes this may provide 

Agency Orders with further 

opportunities for price improvement, 

including in the event the market 

changes during an AIM or SAM 

Auction. 

To illustrate the impact of the 

proposed rule change, suppose the 

following market exists when an 

Initiating Member submits to AIM 

Auction an Agency Order to buy 5 

contracts at 1.05 (which is the stop 

price): 


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Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 100585 

12See Rule 5.66(b)(9) (which permits transactions 

that trade through the NBBO if an order was 

stopped at a price that did not constitute a tradethrough at the time of the stop). 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(5). 

15 Id. 

BBO: 0.85–1.20 (no priority customers) 

ABBO: 1.00–1.10 

Initial NBBO: 1.00–1.10 

After the Auction begins, the ABBO 

moves to 0.90–1.10 and the Exchange 

receives on its book a non-priority 

customer order to sell 1 contract at 0.95. 

During the Auction, one response to sell 

one contract at 0.75 is submitted. 

Therefore, when the AIM Auction 

concludes, the following market exists: 

BBO: 0.85–0.95 (no priority customers) 

ABBO: 0.90-1.10 

NBBO: 0.90–0.95 

Under the current rules, the execution 

price would be capped at the Initial 

NBB of 1.00, and thus the Agency Order 

would execute as follows: 

1 contract against the sell response @

1.00 

1 contract against the sell order @1.00 

3 contracts against the Initiating Order 

at 1.05 

As proposed, the execution price 

would be capped at BBO at the 

conclusion of the Auction of 0.85, and 

thus the Agency Order would execute as 

follows: 

1 contract against the sell response @

0.85 

1 contract against the sell order @0.95 

3 contracts against the Initiating Order 

@1.05 

Therefore, as proposed, the Agency 

Order is able to buy one contract at 0.15 

less and another contract at 0.05 less 

than what occurs under the current 

Rules, which ultimately results in price 

savings for this customer. 

To illustrate what would happen if 

the away market moved the other 

direction during an AIM Auction, 

suppose the following market exists 

when an Initiating Member submits to 

AIM Auction an Agency Order to buy 5 

contracts at 1.05 (which is the stop 

price): 

BBO: 0.85–1.20 (no priority customers) 

ABBO: 1.00–1.10 

Initial NBBO: 1.00–1.10 

After the Auction begins, the ABBO 

moves to 1.10–1.20 and the Exchange 

receives on its book a non-priority 

customer order to sell 1 contract at 1.15. 

During the Auction, one response to sell 

one contract at 0.95 is submitted. 

Therefore, when the AIM Auction 

concludes, the following market exists: 

BBO: 0.85–1.15 (no priority customers) 

ABBO: 1.10–1.20 

NBBO: 1.10–1.15 

Under the current rules, the execution 

price would be capped at the Initial 

NBB of 1.00, and thus the Agency Order 

would execute as follows: 

1 contract against the sell response @

1.00 

4 contracts against the Initiating Order 

at 1.05 

As proposed, the execution price 

would be capped at BBO at the 

conclusion of the Auction of 0.85, and 

thus the Agency Order would execute as 

follows: 

1 contract against the sell response @

0.95 

4 contracts against the Initiating Order 

@1.05 

Therefore, as proposed, the Agency 

Order is able to buy one contract at 0.05 

less than what occurs under the current 

Rules, which ultimately results in price 

savings for this customer. This example 

also demonstrates that if the Agency 

Order side of the market crosses the 

auction/stop price, the Agency Order 

will still not trade at a price worse than 

the auction/stop price. 

Another example illustrates what 

would happen if the Exchange’s market 

moved during an AIM Auction and the 

Agency Order side of the market crossed 

the auction/stop price, suppose the 

following market exists when an 

Initiating TPH submits to AIM Auction 

an Agency Order to buy 5 contracts at 

1.05 (which is the stop price): 

BBO: 0.85–1.20 (no priority customers) 

ABBO: 1.00–1.10 

Initial NBBO: 1.00–1.10 

After the Auction begins, the 

Exchange receives on its book a nonpriority customer order to buy 1 

contract at 1.15. No responses were 

received prior to the receipt of this 

order. This would cause the Agency 

Order’s stop price of 1.05 to be outside 

of the BBO of 1.15–1.20. As a result, 

pursuant to Rule 5.37(d)(1)(C), the AIM 

Auction would conclude. All five 

contracts of the Agency Order would 

execute against the Initiating Order at 

1.05. The proposed rule change would 

have no impact on this scenario since 

the execution price is still within the 

Initial NBBO. 

The proposed change will continue to 

protect interest resting on the 

Exchange’s book (including priority 

customers) and interest at away markets 

in accordance with linkage rules 12

while providing customers with 

additional opportunities for price 

improvement. Additionally, customers 

will continue to never receive an 

execution at a price worse than the 

auction/stop price. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.13 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 14 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 15 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes the proposed 

rule change will help perfect the 

mechanism of a free and open market, 

promote just and equitable principles of 

trade and protect investors. In 

particular, the Exchange believes the 

proposed rule change will provide 

opportunities for further price 

improvement for Agency Orders in the 

event an away market fades during an 

auction. The Exchange believes that the 

proposed rule change may permit 

Agency Orders submitted into AIM and 

SAM Auctions (or parts of them) to 

execute at better prices, including 

against Auction responses, than they 

may execute at today. The Exchange 

believes the proposed changes may 

provide Agency Orders with increased 

opportunities for meaningful price 

improvement without inadvertently 

penalizing them if markets happen to 

move during an auction. The Exchange 

believes the proposed rule change will 

permit customers to take advantage of 

market moves that occur during an 

auction, which may result in these 

orders receiving further price 

improvement compared to what they 

may receive under current Rules, which 

ultimately benefits investors. 

The Exchange further notes that the 

proposed rule change remains 

consistent with the Options Order 

Protection and Locked/Crossed Market 

Plan (‘‘Linkage Plan’’) approved by the 

Securities and Exchange Commission 

(the ‘‘Commission’’) pursuant to 


ddrumheller on DSK120RN23PROD with NOTICES1
100586 Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 

16See Securities Exchange Act Release No. 60405 

(July 30, 2009), 74 FR 39362 (August 6, 2009) 

(Order Approving the National Market System Plan 

Relating to Options Order Protection and Locked/ 

Crossed Markets Submitted by the Chicago Board 

Options Exchange, Incorporated, International 

Securities Exchange, LLC, The NASDAQ Stock 

Market LLC, NASDAQ OMX BX, Inc., NASDAQ 

OMX PHLX, Inc., NYSE Amex LLC, and NYSE 

Arca, Inc.) (‘‘Linkage Approval Order’’) 

17See Rules 27.1 through 27.3. 

18See Rule 27.2(b)(9). 

19See Rules 21.19(b) and 21.21(b). 

20The Exchange notes at least one other options 

exchange with similar auction mechanisms does 

not limit executions prices to being at or better than 

the Initial NBBO. See, e.g., Nasdaq ISE, LLC (‘‘ISE’’) 

Rulebook Options 3, Section 11(d) (permissible 

execution prices for orders submitted into the 

solicited order mechanism (comparable to SAM) do 

not take into account prices of away markets); and 

Section 13 (permissible execution prices for orders 

submitted into the price improvement mechanism 

(comparable to AIM) do not take into account prices 

of away markets). 

21See Linkage Approval Order at 39368. The 

Commission continued by stating that ‘‘[d]uring 

[an] auction period, the NBBO could move from 

where it was when the order was received. 

However, the Exchange is only required to 

guarantee a price no worse than the NBBO at the 

time the order was received.’’ The Commission 

found this exception to be ‘‘in the public interest, 

appropriate for the protection of investors and the 

maintenance of fair and orderly markets.’’ Id. 

22See, e.g., ISE Rulebook Options 3, Section 

11(d)(3) (permissible execution prices for orders 

submitted into the solicited order mechanism 

(comparable to SAM) do not take into account 

prices of away markets); and Section 13(d) 

(permissible execution prices for orders submitted 

into the price improvement mechanism 

(comparable to AIM) do not take into account prices 

of away markets). 

23 15 U.S.C. 78s(b)(3)(A). 

24 17 CFR 240.19b–4(f)(6). 

Regulation NMS 16 and the Exchange’s 

Rules adopted in accordance with the 

Linkage Plan.17 In particular, the 

proposed rule change is consistent with 

the trade-through exception that permits 

an order to trade at a price outside of the 

NBBO at the time of execution (i.e., the 

conclusion of an AIM or SAM Auction) 

if the order was stopped at a price that 

did not constitute a trade-through at the 

time of the stop (i.e., the Initial 

NBBO).18 This stop price is required for 

AIM and SAM auctions.19 While this 

trade-through exception requires a stop 

price to be at or between the Initial 

NBBO, it does not require an execution 

price to be at or between the Initial 

NBBO.20 When the Commission 

discussed this trade through exception 

when approving the Linkage Plan, it 

noted the purpose of this exception was 

to allow for ‘‘price improvement for an 

order, even if the market moves in the 

interim, and the transaction is effected 

at a price that would trade through the 

then currently-displayed market,’’ as 

occurs in price improvement auctions of 

several exchanges.21 As proposed, 

executions will always occur at prices at 

or between the BBO at the conclusion of 

the Auction, thus respecting prices from 

away markets while providing an 

Agency Order with the opportunity to 

benefit from any market changes that 

occur during an auction. Additionally, 

customers will continue to never receive 

an execution at a price worse than the 

auction/stop price. 

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 

Exchange does not believe the proposed 

rule change will impose any burden on 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, because it 

will apply uniformly to AIM and SAM 

orders and responses of all Members. 

Additionally, the Exchange notes that 

participation in the AIM and SAM 

Auctions is completely voluntary. The 

Exchange believes all market 

participants may benefit from any 

additional price improvement in the 

AIM and SAM Auctions that may result 

from the proposed rule change. The 

Exchange does not believe the proposed 

rule change will impose any burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as the 

proposed rule change relates to 

Exchange-specific auction mechanisms 

and, as noted above, will continue to 

ensure that execution prices occur in a 

manner consistent with linkage rules 

and protect customers on the book. As 

noted above, at least one other options 

exchange with similar auction 

mechanisms does not limit executions 

prices to being at or better than the 

Initial NBBO.22

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: 

A. significantly affect the protection 

of investors or the public interest; 

B. impose any significant burden on 

competition; and 

C. 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) of the 

Act 23 and Rule 19b–4(f)(6) 24

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 will 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– 

CboeEDGX–2024–079 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–CboeEDGX–2024–079. 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 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 100587 

25 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Where such affiliation exists, generally it is 

between a listed limited partnership and a listed 

operating company. In some instances, however, 

the affiliation is between two listed limited 

partnerships. 

5Currently, such minimum fee is $80,000. 

6Currently, such minimum fee is $20,000. In the 

Exchange’s experience, generally a limited 

partnership lists only one class of common shares. 

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–CboeEDGX–2024–079 and should be 

submitted on or before January 2, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29148 Filed 12–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101837; File No. SR–NYSE– 

2024–70] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Section 902.02 of the NYSE Listed 

Company Manual To Establish a Flat 

Annual Listing Fee Payable by a 

Limited Partnership That Is At Least 

40% Owned by Another Company 

Listed on the Exchange 

December 6, 2024 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on November 

26, 2024, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 

Section 902.02 of the NYSE Listed 

Company Manual (the ‘‘Manual’) to 

establish a flat annual listing fee payable 

by a limited partnership that is at least 

40% owned by another company listed 

on the Exchange. 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 

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 

Section 902.02 of the Manual to 

establish the flat annual listing fee 

payable by a limited partnership that is 

at least 40% owned by another company 

listed on the Exchange (such limited 

partnership, an ‘‘Affiliated Limited 

Partnership’’). The proposed changes 

will take effect from the beginning of the 

calendar year commencing on January 1, 

2025. 

All companies listed on the Exchange 

are obligated to pay annual listing fees. 

The annual fee for operating companies 

and limited partnerships is calculated 

on a per-share basis based on the 

number of shares issued and 

outstanding, subject to a minimum and 

maximum fee. 

Many limited partnerships listed on 

the Exchange are affiliated with another 

company listed on the Exchange.4 For 

example, the general partner of a listed 

limited partnership may be a whollyowned subsidiary of a separate listed 

company. Similarly, a listed company 

may have a substantial ownership 

interest in the outstanding equity 

securities of a separate listed limited 

partnership. In such instances, there is 

generally overlap between the listed 

company and limited partnership in 

terms of managing personnel. Therefore, 

the Exchange experiences efficiencies in 

communicating with the issuers and 

servicing the two listings. However, 

under the Exchange’s current fee 

schedule, the listed company and 

affiliated listed limited partnership are 

each separately subject to the full 

annual fee schedule as if they were 

unaffiliated issuers. 

To address the cost savings that is 

experienced from servicing two 

affiliated listings, the Exchange 

proposes to amend Section 902.02 of the 

Manual to specify that where at least 

40% of the outstanding equity interest 

in a listed limited partnership is owned, 

either directly or indirectly, by a 

separate listed company, the annual fee 

for the primary class of common shares 

listed by such affiliated limited 

partnership will be set at the minimum 

annual fee for a primary class of 

common shares in effect at that time, as 

such minimum annual fee is specified 

in Section 902.03 of the Manual.5

Similarly, the annual fee for any 

additional class of common shares listed 

by an affiliated limited partnership will 

be set at the minimum annual fee for an 

additional class of common shares in 

effect at that time, as such minimum fee 

is specified in Section 902.03 of the 

Manual.6 The aforementioned annual 

fee for a primary or additional class of 

common shares listed by an Affiliated 

Limited Partnership shall be referred to 

as the ‘‘Affiliated Limited Partnership 

Annual Fee.’’ The annual fee schedule 

applicable to the listed company that 

owns the equity interest in the affiliated 

listed limited partnership will remain 

unchanged. 

In order to qualify for the Affiliated 

Limited Partnership Annual Fee in any 

calendar year, the Exchange proposes 

that an issuer, other than a new listing, 

must submit satisfactory proof to the 

Exchange no later than the first trading 

day of such calendar year to 

demonstrate that it meets the ownership 

requirements specified above. In 

addition, the Exchange proposes that 

the Affiliated Limited Partnership 

Annual Fee will be applied to the 

annual fees payable with respect to the 

first partial year of listing by any newlylisted company that is able to 

demonstrate at the time of listing that it 

qualifies as an Affiliated Limited 

Partnership of a listed company. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 


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