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 


ddrumheller on DSK120RN23PROD with NOTICES1
100588 Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(4). 

9 15 U.S.C. 78f(b)(5). 

10Securities Exchange Act Release No. 34–51808 

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

(‘‘Regulation NMS’’). 

11See Regulation NMS, 70 FR at 37499. 

Section 6(b) of the Act,7 in general, and 

furthers the objectives of Section 

6(b)(4) 8 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

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

of the Act,9 in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that it is not 

unfairly discriminatory and represents 

an equitable allocation of reasonable 

fees to amend Sections 902.02 to 

establish a fixed annual fee for 

Affiliated Limited Partnerships. 

The Proposed Changes Are Reasonable 

The Exchange believes that the 

proposed changes to the annual fee for 

Affiliated Limited Partnerships is 

reasonable. In that regard, the Exchange 

notes that when a listed company owns 

a substantial equity stake in a listed 

limited partnership there are typically 

efficiencies experienced by the 

Exchange in terms of overlapping 

management and board members. The 

Exchange notes that the proposed 

change will be fee-neutral for some 

issuers (i.e., those that already pay only 

the minimum annual fee) and will result 

in an annual fee reduction for other 

issuers (i.e., those whose annual fee is 

higher than the minimum fee under the 

current fee structure). However, because 

the Exchange experiences similar costs 

savings as a result of efficiencies in 

servicing the listing of affiliated limited 

partnerships, it believes it is reasonable 

to establish a set annual fee (equal to the 

minimum annual fee for a primary or 

additional class of equity securities then 

in effect) for the Affiliated Limited 

Partnership. 

The Exchange operates in a highly 

competitive marketplace for the listing 

of the various categories of securities 

affected by the proposed annual fee 

adjustments. The Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS,10 the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 11

The Exchange believes that the evershifting market share among the 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

Given this competitive environment, 

the adoption of the proposed Affiliated 

Limited Partnership Annual Fee will 

enable the Exchange to more effectively 

compete for limited partnership listings. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes its proposal 

equitably allocates its fees among its 

market participants. 

The Exchange believes that the 

proposed adoption of the Affiliated 

Limited Partnership Annual Fee is 

equitable because it better reflects the 

costs the Exchange incurs in servicing 

the listing of an Affiliated Limited 

Partnership. As discussed above, the 

Exchange experiences efficiencies in 

servicing the listing of an Affiliate 

Limited Partnership in the form of 

streamlined communication with 

management that it does not similarly 

experience with unaffiliated companies. 

The Exchange therefore believes it is 

equitable to establish the Affiliated 

Limited Partnership Annual Fee to 

reflect these efficiencies. 

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

The proposed fee changes are not 

unfairly discriminatory among issuers 

because it simply reflects the cost 

savings experienced by a particular 

category of issuers in which another 

listed company has a substantial 

ownership interest. Further, the 

Exchange operates in a competitive 

environment and its fees are constrained 

by competition in the marketplace. 

Other venues currently list all of the 

categories of securities covered by the 

proposed fees and if a company believes 

that the Exchange’s fees are 

unreasonable it can decide either not to 

list its securities or to list them on an 

alternative venue. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

companies. The market for listing 

services is extremely competitive. Each 

listing exchange has a different fee 

schedule that applies to issuers seeking 

to list securities on its exchange. Issuers 

have the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on competition. 

Intramarket Competition 

The proposed amended fees will be 

charged to all listed issuers on the same 

basis. The Exchange does not believe 

that the proposed amended fees will 

have any meaningful effect on the 

competition among issuers listed on the 

Exchange. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees, and because 

issuers may change their chosen listing 

venue, the Exchange does not believe its 

proposed fee change can impose any 

burden on intermarket competition. 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 100589 

12 15 U.S.C. 78s(b)(3)(A)(ii). 

13 17 CFR 240.19b–4. 14 17 CFR 200.30–3(a)(12). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Pursuant to Section 19(b)(3)(A)(ii) of 

the Act,12 and Rule 19b–4(f)(2) 

thereunder 13 the Exchange has 

designated this proposal as establishing 

or changing a due, fee, or other charge 

imposed on any person, whether or not 

the person is a member of the selfregulatory organization, which renders 

the proposed rule change effective upon 

filing. 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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSE–2024–70 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–2024–70. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSE–2024–70 and should be 

submitted on or before January 2, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29149 Filed 12–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #20705 and #20706; 

VIRGINIA Disaster Number VA–20011] 

Presidential Declaration Amendment of 

a Major Disaster for the 

Commonwealth of Virginia; Correction 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Correction. 

SUMMARY: This is a correction to 

amendment 2 of the Presidential 

declaration of a major disaster for the 

Commonwealth of Virginia (FEMA– 

4831–DR), dated October 1, 2024. 

Incident: Tropical Storm Helene. 

DATES: Issued on December 6, 2024. 

Incident Period: September 25, 2024 

and continuing. 

Physical Loan Application Deadline 

Date: December 2, 2024. 

Economic Injury (EIDL) Loan 

Application Deadline Date: July 1, 2025. 

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 

Recovery & Resilience, U.S. Small 

Business Administration, 409 3rd Street 

SW, Suite 6050, Washington, DC 20416, 

(202) 205–6734. 

SUPPLEMENTARY INFORMATION: The notice 

of the President’s major disaster 

declaration for the Commonwealth of 

Virginia, dated October 1, 2024, 

published at 89 FR 83754, is hereby 

corrected to include the Independent 

City of Norton in Virginia as a 

contiguous county/city. The following 

areas have been determined to be 

adversely affected by the disaster: 

Primary Counties/Cities (Physical 

Damage and Economic Injury 

Loans): Bedford, Bland, Carroll, 

Pittsylvania, Independent City of 

Radford, Russell, Wise. 

Contiguous Counties/Cities (Economic 

Injury Loans Only): 

Virginia: Amherst, Botetourt, 

Campbell, Independent City of 

Danville, Dickenson, Franklin, 

Henry, Lee, Independent City of 

Lynchburg, Independent City of 

Norton, Patrick, Rockbridge. 

North Carolina: Caswell, Rockingham. 

Kentucky: Harlan, Letcher, Pike. 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Number 59008) 

Alejandro Contreras, 

Acting Deputy Associate Administrator, 

Office of Disaster Recovery & Resilience. 

[FR Doc. 2024–29277 Filed 12–11–24; 8:45 am] 

BILLING CODE 8026–09–P 

DEPARTMENT OF STATE 

[Public Notice: 12593] 

60-Day Notice of Proposed Information 

Collection: Overseas Schools Grant 

Status Report 

ACTION: Notice of request for public 

comment. 

SUMMARY: The Department of State is 

seeking Office of Management and 

Budget (OMB) approval for the 

collection of information via the 

MyGrants application from schools 

receiving assistance from the 

Department of State. In accordance with 

the Paperwork Reduction Act of 1995, 

we are requesting comments on this 

collection from all interested 

individuals and organizations. The 

purpose of this notice is to allow 60 

days for public comment preceding 

submission of the collection to OMB. 

DATES: The Department will accept 

comments from the public up to 

February 10, 2025. 

You may submit comments by any of 

the following methods: 


ddrumheller on DSK120RN23PROD with NOTICES1