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, 77943-77945 [2024-21764]
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Federal Register / Vol. 89, No. 185 / Tuesday, September 24, 2024 / Notices
Section 19(b)(2) of the Exchange
Act 10 provides that proceedings to
determine whether to approve or deny
a proposed rule change must be
concluded within 180 days of the date
of a publication of the notice of filing of
the proposed rule change. The
Commission may extend the time for
conclusion of such proceedings for up
to 60 days if the Commission finds such
longer period to be appropriate and
publishes its reasons for so finding, or
as to which the self-regulatory
organization consents.11 The 180th day
after publication of the Notice for the
Proposed Rule Change is September 22,
2024.
The Commission is extending the
period for Commission action on the
Proposed Rule Change. The Commission
finds that it is appropriate to designate
a longer period within which to take
action on the Proposed Rule Change so
that the Commission has sufficient time
to consider the issues raised by the
Proposed Rule Change and to take
action on the Proposed Rule Change.
Accordingly, pursuant to Section
19(b)(2)(B)(ii)(II) of the Act,12 the
Commission designates November 21,
2024, as the date by which the
Commission should either approve or
disapprove the Proposed Rule Change
SR–FICC–2024–006.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–21755 Filed 9–23–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101093; File No. SR–NYSE–
2024–57]
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
lotter on DSK11XQN23PROD with NOTICES1
September 18, 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
September 10, 2024, New York Stock
Exchange LLC (‘‘NYSE’’ or the
10 15
11 15
U.S.C. 78s(b)(2).
U.S.C 78s(b)(2)(B)(ii)(II).
12 Id.
13 17
CFR 200.30–3(a)(57).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
‘‘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 amend
Section 902.02 of the NYSE Listed
Company Manual (the ‘‘Manual’’) to
clarify that for purposes of qualifying for
the Investment Management Entity
Group Fee Discount, an Investment
Management Entity is a company that is
listed on the Exchange or another
national securities 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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange presently offers a
discount on annual fees to Investment
Management Entities and their Eligible
Portfolio Companies.3 The discount
equals a 50% reduction on all annual
fees of an Investment Management
Entity and each of its Eligible Portfolio
Companies in any year in which the
Investment Management Entity has one
or More Eligible Portfolio Companies.
Under Section 902.02 of the Manual, an
‘‘Investment Management Entity’’ is
defined as ‘‘a listed company that
manages private investment vehicles not
registered under the Investment
Company Act.’’ An ‘‘Eligible Portfolio
Company’’ of an Investment
1 15
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3 See
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PO 00000
Section 902.02 of the Manual.
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Sfmt 4703
77943
Management Entity is defined as ‘‘a
company in which the Investment
Management Entity has owned at least
20% of the common stock on a
continuous basis since prior to that
company’s initial listing.’’
The Exchange proposes to amend the
definition of Investment Management
Entity contained in Section 902.02 to
specify that it is a company listed on the
Exchange or another national securities
exchange that manages private
investment vehicles not registered
under the Investment Company Act. As
amended, the definition would not limit
qualification as an Investment
Management Entity to only those
companies listed on the Exchange.
Instead, a company meeting the
remaining requirements of the
definition could qualify as long as it is
listed on the Exchange or another
national securities exchange.
When the Exchange adopted the
Investment Management Entity Group
Fee Discount in 2016, it noted that the
fee reduction was appropriate because it
(i) benefits from its ongoing
relationships with Investment
Management Entities and (ii)
experiences efficiencies when dealing
with portfolio companies that are
guided by Investment Management
Entities. This is, in part, attributable to
the fact that Investment Management
Companies typically have prior
experience with the Exchange and thus
the Exchange incurs lower costs in
pitching for the listings of their portfolio
companies. In addition, because
Investment Management Companies
generally install experienced
management teams at portfolio
companies and offer ongoing support
after listing, the Exchange’s business
and Regulation staff generally have to
devote fewer resources to servicing
these listings.4
The Exchange now believes that many
of the efficiencies that warranted the fee
discount in the first place, are
applicable regardless of whether the
Investment Management Entity is listed
on the Exchange or another national
securities exchange. For example, the
Exchange and Nasdaq have similar rules
for listed companies, including in the
area of corporate governance. Therefore,
an Investment Management Entity with
experience guiding companies to list on
Nasdaq is likely to provide similar
levels of support to a portfolio company
listing on the Exchange. Therefore, the
Exchange believes it is appropriate to
amend Section 902.02 of the Manual to
4 See Securities Exchange Act Release No. 79582
(December 16, 2016), 81 FR 93976 (December 22,
2016) (concerning SR–NYSE–2016–70).
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Federal Register / Vol. 89, No. 185 / Tuesday, September 24, 2024 / Notices
specify that in order to benefit from the
annual fee discount, a qualifying
Investment Management Entity can be
listed on the Exchange or another
national securities exchange.
The Exchange notes that Nasdaq
offers a comparable 50% discount on
annual fees to investment management
entities and eligible portfolio companies
and, for purposes of qualifying for this
discount, Nasdaq rules expressly permit
the investment management company to
be listed on Nasdaq or another national
securities exchange.5 The Exchange’s
proposed amendment, therefore, simply
conforms its fee discount to the
comparable discount offered by Nasdaq.
another national securities exchange.
For example, the Exchange and Nasdaq
have similar rules for listed companies,
including in the area of corporate
governance. Therefore, an Investment
Management Entity with experience
guiding companies to list on Nasdaq is
likely to provide similar levels of
support to a portfolio company listing
on the Exchange. Therefore, the
Exchange anticipates that it will
experience cost efficiencies from
servicing the listing of an Eligible
Portfolio Company even when the
related Investment Management Entity
is listed on another national securities
exchange.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,6 in general, and
furthers the objectives of Section
6(b)(4) 7 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,8 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 Section 902.02 of the
Manual to clarify that for purposes of
qualifying for the Investment
Management Entity Group Fee Discount,
an Investment Management Entity is a
company that is listed on the Exchange
or another national securities exchange.
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 amendment to the Investment
Management Entity fee discount is
equitable because it does not change the
existing framework for such discount,
but instead represents a reasonable
extension of the discount. As amended,
the proposed rule would state that, for
eligibility purposes, an Investment
Management Entity can be listed on the
Exchange or another national securities
exchange. The Exchange believes that
the proposed rule change represents an
equitable allocation of fees because the
Exchange experiences similar cost
efficiencies in servicing Eligible
Portfolio Companies regardless of
whether the related Investment
Management Entity is listed on the
Exchange or another national securities
exchange.
The Proposed Change Is Reasonable
The Exchange believes that the
proposed change to its Investment
Management Entity fee discount is
reasonable. In that regard, the Exchange
notes that the efficiencies that
warranted the fee discount in the first
place, are largely applicable regardless
of whether the Investment Management
Entity is listed on the Exchange or
5 See
Nasdaq Rule 5910(b)(2)(E).
U.S.C. 78f(b).
7 15 U.S.C. 78f(b)(4).
8 15 U.S.C. 78f(b)(5).
6 15
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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, as discussed above, the
Exchange experiences cost efficiencies
in servicing Eligible Portfolio
Companies that it does not experience
with other operating companies listed
on the Exchange. Therefore, the
Exchange believes it is not unfairly
discriminatory to provide a fee discount
to such companies.
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 believes that the
proposal will not impose any burden on
competition that is not necessary or
PO 00000
Frm 00134
Fmt 4703
Sfmt 4703
appropriate in furtherance of the
purposes of Section 6(b)(8) of the Act.9
The proposed rule change simply
aligns the provisions of the existing fee
discount that the Exchange provides to
Investment Management Companies and
their Eligible Portfolio Companies with
the comparable fee discount offered by
Nasdaq. As such, the Exchange believes
that the proposed rule change will
enhance competition for listings by
enabling the Exchange and Nasdaq to
vie for listings on equivalent terms.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective upon filing pursuant to Section
19(b)(3)(A) 10 of the Act and paragraph
(f) 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.
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–2024–57 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–2024–57. 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
9 15
U.S.C. 78f(b)(8).
U.S.C. 78s(b)(3)(A).
10 15
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Federal Register / Vol. 89, No. 185 / Tuesday, September 24, 2024 / Notices
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–2024–57, and should be
submitted on or before October 15,
2024.
to Section 19(b)(3)(A) of the Securities
Exchange Act of 1934 (‘‘Exchange
Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change to codify OCC’s
process for adjusting certain parameters
in its proprietary system for calculating
margin requirements during periods
when the products OCC clears and the
markets it serves experience high
volatility (‘‘Proposal’’).3 The Proposal
was published for comment in the
Federal Register on January 25, 2024.4
The Commission has received
comments regarding the proposed rule
change.5
On February 23, 2024, pursuant to the
Section 19(b)(2) of the Exchange Act,6
the Commission designated a longer
period within which to approve,
disapprove, or institute proceedings to
determine whether to approve the
Proposal.7 On April 22, 2024, the
Commission instituted proceedings,
pursuant to Section 19(b)(2)(B) of the
Exchange Act,8 to determine whether to
approve or disapprove the Proposal.9
On July 18, 2024, the Commission
designated a longer period within which
to determine whether to approve or
disapprove the Proposal.10
On September 17, 2024, OCC
withdrew the Proposal (SR–OCC–2024–
001).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Vanessa A. Countryman,
Secretary.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–21764 Filed 9–23–24; 8:45 am]
[FR Doc. 2024–21745 Filed 9–23–24; 8:45 am]
BILLING CODE 8011–01–P
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101095; File No. SR–OCC–
2024–001]
1 15
lotter on DSK11XQN23PROD with NOTICES1
Self-Regulatory Organizations; The
Options Clearing Corporation; Notice
of Withdrawal of a Proposed Rule
Change by The Options Clearing
Corporation Concerning Its Process
for Adjusting Certain Parameters in Its
Proprietary System for Calculating
Margin Requirements During Periods
When the Products It Clears and the
Markets It Serves Experience High
Volatility
September 18, 2024.
On January 10, 2024, the Options
Clearing Corporation (‘‘OCC’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’), pursuant
11 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
18:07 Sep 23, 2024
Jkt 262001
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Notice of Filing infra note 4, at 89 FR 5062.
4 See Securities Exchange Act Release No. 99393
(Jan. 19, 2024), 89 FR 5062 (Jan. 25, 2024) (File No.
SR–OCC–2024–001).
5 Comments on the proposed rule change are
available at https://www.sec.gov/comments/sr-occ2024-001/srocc2024001.htm.
6 15 U.S.C. 78s(b)(2).
7 See Securities Exchange Act Release No. 99594
(Feb. 23, 2024), 89 FR 14909 (Feb. 29, 2024) (File
No. SR–OCC–2024–001).
8 15 U.S.C. 78s(b)(2)(B).
9 See Securities Exchange Act Release No. 100009
(Apr. 22, 2024), 89 FR 32469 (Apr. 26, 2024) (File
No. SR–OCC–2024–001).
10 See Securities Exchange Act Release No.
100552 (July 18, 2024), 89 FR 59940 (July 24, 2024)
(File No. SR–OCC–2024–001).
11 17 CFR 200.30–3(a)(12).
PO 00000
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77945
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101092; File No. SR–
CBOE–2024–039]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend Its Fees
Schedule
September 18, 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
September 3, 2024, Cboe Exchange, Inc.
(the ‘‘Exchange’’ or ‘‘Cboe Options’’)
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 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 Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to amend
its Fees Schedule. 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 (https://www.cboe.com/
AboutCBOE/CBOELegal
RegulatoryHome.aspx), 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.
1 15
2 17
E:\FR\FM\24SEN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
24SEN1
]]>Agencies
[Federal Register Volume 89, Number 185 (Tuesday, September 24, 2024)]
[Notices]
[Pages 77943-77945]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-21764]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101093; File No. SR-NYSE-2024-57]
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
September 18, 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 September 10, 2024, New York Stock Exchange LLC (``NYSE'' or the
``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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
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 clarify that for purposes of
qualifying for the Investment Management Entity Group Fee Discount, an
Investment Management Entity is a company that is listed on the
Exchange or another national securities 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange presently offers a discount on annual fees to
Investment Management Entities and their Eligible Portfolio
Companies.\3\ The discount equals a 50% reduction on all annual fees of
an Investment Management Entity and each of its Eligible Portfolio
Companies in any year in which the Investment Management Entity has one
or More Eligible Portfolio Companies. Under Section 902.02 of the
Manual, an ``Investment Management Entity'' is defined as ``a listed
company that manages private investment vehicles not registered under
the Investment Company Act.'' An ``Eligible Portfolio Company'' of an
Investment Management Entity is defined as ``a company in which the
Investment Management Entity has owned at least 20% of the common stock
on a continuous basis since prior to that company's initial listing.''
---------------------------------------------------------------------------
\3\ See Section 902.02 of the Manual.
---------------------------------------------------------------------------
The Exchange proposes to amend the definition of Investment
Management Entity contained in Section 902.02 to specify that it is a
company listed on the Exchange or another national securities exchange
that manages private investment vehicles not registered under the
Investment Company Act. As amended, the definition would not limit
qualification as an Investment Management Entity to only those
companies listed on the Exchange. Instead, a company meeting the
remaining requirements of the definition could qualify as long as it is
listed on the Exchange or another national securities exchange.
When the Exchange adopted the Investment Management Entity Group
Fee Discount in 2016, it noted that the fee reduction was appropriate
because it (i) benefits from its ongoing relationships with Investment
Management Entities and (ii) experiences efficiencies when dealing with
portfolio companies that are guided by Investment Management Entities.
This is, in part, attributable to the fact that Investment Management
Companies typically have prior experience with the Exchange and thus
the Exchange incurs lower costs in pitching for the listings of their
portfolio companies. In addition, because Investment Management
Companies generally install experienced management teams at portfolio
companies and offer ongoing support after listing, the Exchange's
business and Regulation staff generally have to devote fewer resources
to servicing these listings.\4\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 79582 (December 16,
2016), 81 FR 93976 (December 22, 2016) (concerning SR-NYSE-2016-70).
---------------------------------------------------------------------------
The Exchange now believes that many of the efficiencies that
warranted the fee discount in the first place, are applicable
regardless of whether the Investment Management Entity is listed on the
Exchange or another national securities exchange. For example, the
Exchange and Nasdaq have similar rules for listed companies, including
in the area of corporate governance. Therefore, an Investment
Management Entity with experience guiding companies to list on Nasdaq
is likely to provide similar levels of support to a portfolio company
listing on the Exchange. Therefore, the Exchange believes it is
appropriate to amend Section 902.02 of the Manual to
[[Page 77944]]
specify that in order to benefit from the annual fee discount, a
qualifying Investment Management Entity can be listed on the Exchange
or another national securities exchange.
The Exchange notes that Nasdaq offers a comparable 50% discount on
annual fees to investment management entities and eligible portfolio
companies and, for purposes of qualifying for this discount, Nasdaq
rules expressly permit the investment management company to be listed
on Nasdaq or another national securities exchange.\5\ The Exchange's
proposed amendment, therefore, simply conforms its fee discount to the
comparable discount offered by Nasdaq.
---------------------------------------------------------------------------
\5\ See Nasdaq Rule 5910(b)(2)(E).
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\6\ in general, and furthers the
objectives of Section 6(b)(4) \7\ 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,\8\ 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.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(4).
\8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Section
902.02 of the Manual to clarify that for purposes of qualifying for the
Investment Management Entity Group Fee Discount, an Investment
Management Entity is a company that is listed on the Exchange or
another national securities exchange.
The Proposed Change Is Reasonable
The Exchange believes that the proposed change to its Investment
Management Entity fee discount is reasonable. In that regard, the
Exchange notes that the efficiencies that warranted the fee discount in
the first place, are largely applicable regardless of whether the
Investment Management Entity is listed on the Exchange or another
national securities exchange. For example, the Exchange and Nasdaq have
similar rules for listed companies, including in the area of corporate
governance. Therefore, an Investment Management Entity with experience
guiding companies to list on Nasdaq is likely to provide similar levels
of support to a portfolio company listing on the Exchange. Therefore,
the Exchange anticipates that it will experience cost efficiencies from
servicing the listing of an Eligible Portfolio Company even when the
related Investment Management Entity is listed on another national
securities exchange.
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 amendment to the Investment
Management Entity fee discount is equitable because it does not change
the existing framework for such discount, but instead represents a
reasonable extension of the discount. As amended, the proposed rule
would state that, for eligibility purposes, an Investment Management
Entity can be listed on the Exchange or another national securities
exchange. The Exchange believes that the proposed rule change
represents an equitable allocation of fees because the Exchange
experiences similar cost efficiencies in servicing Eligible Portfolio
Companies regardless of whether the related Investment Management
Entity is listed on the Exchange or another national securities
exchange.
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, as discussed above, the Exchange
experiences cost efficiencies in servicing Eligible Portfolio Companies
that it does not experience with other operating companies listed on
the Exchange. Therefore, the Exchange believes it is not unfairly
discriminatory to provide a fee discount to such companies.
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 believes that the proposal will not impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of Section 6(b)(8) of the Act.\9\
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\9\ 15 U.S.C. 78f(b)(8).
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The proposed rule change simply aligns the provisions of the
existing fee discount that the Exchange provides to Investment
Management Companies and their Eligible Portfolio Companies with the
comparable fee discount offered by Nasdaq. As such, the Exchange
believes that the proposed rule change will enhance competition for
listings by enabling the Exchange and Nasdaq to vie for listings on
equivalent terms.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective upon filing pursuant
to Section 19(b)(3)(A) \10\ of the Act and paragraph (f) 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.
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\10\ 15 U.S.C. 78s(b)(3)(A).
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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 [email protected]. Please include
file number SR-NYSE-2024-57 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-2024-57. 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
[[Page 77945]]
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-2024-57, and should be submitted on or
before October 15, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-21764 Filed 9-23-24; 8:45 am]
BILLING CODE 8011-01-P
