[Federal Register Volume 88, Number 248 (Thursday, December 28, 2023)]
[Notices]
[Pages 89788-89796]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-28611]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99225; File No. SR-NYSE-2023-09]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change To Amend the NYSE Listed Company Manual To Adopt 
Listing Standards for Natural Asset Companies

December 21, 2023.

I. Introduction

    On September 27, 2023, New York Stock Exchange LLC (the 
``Exchange'' or ``NYSE'') filed with the Securities and Exchange 
Commission (``Commission''), pursuant to section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to amend the NYSE Listed Company 
Manual (``Manual'') to adopt a new listing standard for the listing of 
Natural Asset Companies (``NAC''). The proposed rule change was 
published for comment in the Federal Register on October 4, 2023.\3\ On 
November 7, 2023, pursuant to section 19(b)(2) of the Act,\4\ the 
Commission designated a longer period within which to approve the 
proposed rule change, disapprove the proposed rule change, or institute 
proceedings to determine whether to disapprove the proposed rule 
change.\5\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 98665 (Sept. 29, 
2023), 88 FR 68811 (Oct. 4, 2023) (SR-NYSE-2023-09) (``NAC 
Proposal''). Comments received on the NAC Proposal are available at 
https://www.sec.gov/comments/sr-nyse-2023-09/srnyse202309.htm.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 98879 (Nov. 7, 
2023), 88 FR 78075 (Nov. 14, 2023). The Commission designated 
January 2, 2024, as the date by which the Commission shall approve 
or disapprove, or institute proceedings to determine whether to 
disapprove, the proposed rule change.
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    This order institutes proceedings pursuant to section 19(b)(2)(B) 
of the Act \6\ to determine whether to approve or disapprove the 
proposed rule change.
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    \6\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change \7\
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    \7\ See, NAC Proposal, supra note 3, for a complete description 
of the proposal as originally filed.
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    All statements in this Section II regarding the proposed rule 
change are taken from the description provided by the Exchange in the 
NAC Proposal.\8\
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    \8\ See, NAC Proposal, supra note 3 at 68811-18.
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A. The NAC Proposal

    The Exchange proposes to adopt a new subsection of Section 102 of 
the Manual (to be designated Section 102.09) to permit the listing of 
common equity securities of NACs. The Exchange proposes that, for 
purposes of proposed Section 102.09 of the Manual, a NAC is a 
corporation whose primary purpose is to actively manage, maintain, 
restore (as applicable), and grow the value of natural assets and their 
production of ecosystem services.\9\ As proposed, where doing so is 
consistent with the company's primary purpose, the NAC would seek to 
conduct sustainable revenue-generating operations. As proposed, 
sustainable operations are those activities that do not cause any 
material adverse impact on the condition of the natural assets under a 
NAC's control and that seek to replenish the natural resources being 
used. As proposed, NACs could also engage in other activities that 
support community well-being, provided such activities are sustainable.
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    \9\ The Exchange states that for purposes of its proposal, the 
term ``ecosystem'' refers to specific entities (structures, 
functions, and components of the natural world) that produce 
ecosystem services. The Exchange also states that these and other 
benefits derived from ecosystems are called ecosystem services, and 
in aggregate, economists estimate their value at more than US$100 
trillion dollars per year, and that examples of ecosystem services 
include clean air, water supply, flood protection, productive soils 
for agriculture, climate stability, and habitat for wildlife, among 
others. See id.
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    The Exchange states that its proposal is intended to end the 
overconsumption of and underinvestment in nature, which requires 
bringing natural assets into the mainstream, and that NACs are a new 
concept pioneered by Intrinsic Exchange Group Inc. (``IEG''). According 
to the Exchange, IEG is a private company structured as a corporation 
organized under the laws of the State of Delaware that advises public 
sector and private landowners on the creation of NAC structures and 
strategies.
    The Exchange proposes that NACs would be corporations that hold the 
rights to the ecological performance produced by natural or working 
areas, such as national reserves or large-scale farmlands, and have the 
authority to manage the areas for conservation, restoration, or 
sustainable management. The Exchange states that these rights could be 
licensed like other rights, including ``run with the land'' rights such 
as mineral rights, water rights, or air rights, and that NACs would be 
expected to license these rights from sovereign nations or private 
landowners.
    Under the proposed amendments to the Manual, capital raised through 
an NYSE-listed NAC's initial public offering or follow-on offerings 
must be used to implement the conservation, restoration, or sustainable 
management plans articulated in its prospectus, fund its ongoing 
operations, or otherwise fulfill its purpose to maximize ecological 
performance (i.e., the value of natural assets and the production of 
ecosystem services). As proposed, while the core purpose of a NAC would 
be to maximize ecological performance, a NAC would also be required to 
seek to conduct sustainable revenue-generating operations (e.g., eco-
tourism in a natural landscape or production of regenerative food crops 
in a working landscape) provided that such operations are consistent 
with the NAC's charter, do not cause any material adverse impact on the 
condition of the natural assets under the NAC's control, and seek to 
replenish the natural resources being used. Under the proposal, all 
NACs would be prohibited from directly or indirectly conducting 
unsustainable activities, such as mining, that lead to the degradation 
of the ecosystems it is trying to protect. In conducting its revenue-
generating operations, a NAC could monetize ecosystem services that 
have markets (e.g., through the sale of carbon credits). All revenues 
and expenses would be reported in the financial statements of the NAC 
prepared under generally accepted accounting principles (``GAAP'') and 
filed with the SEC as part of the NAC's required annual report on Form 
10-K, 20-F or 40-F, as applicable. As

[[Page 89789]]

proposed, a NAC would be permitted to use its funds for activities that 
support local community well-being, provided that such activities are 
sustainable. The Exchange states this is in order to align the 
interests of local communities with the objectives of maximizing the 
value of natural assets and the production of ecosystem services.
    The Exchange proposes to require NACs to publish on a periodic 
basis information on the ecological performance of the natural assets 
licensed to a NAC because of the distinct purpose of an NAC to protect 
and grow the natural assets under its management. This information 
would be presented in an Ecological Performance Report (an ``EPR''). As 
proposed, the EPR would provide statistical information on the 
biophysical measures such as tons of carbon or acre feet of water 
produced, condition, and economic value of each of the ecosystem 
services produced by the natural assets managed by the NAC. This, the 
Exchange states, will allow investors to gauge the effectiveness of 
management. The Exchange further states that this information would be 
consistently produced and periodically reported, following best 
practices from accepted valuation methodologies, as outlined in the 
Reporting Framework. The Exchange proposes that the EPR produced by a 
NAC must follow IEG's Ecological Performance Reporting Framework (the 
``Reporting Framework''). The Exchange states that the Reporting 
Framework is based on the natural capital accounting standards 
established in the United Nations System of Environmental-Economic 
Accounting--Ecosystem Accounting Framework (``SEEA EA''),\10\ and that 
the proposed EPR would measure, value, and report on the ecosystem 
services and natural assets managed by a NAC.
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    \10\ United Nations et al (2021). System of Environmental-
Economic Accounting--Ecosystem Accounting. White cover publication, 
pre-edited text subject to official editing. Available at: https://seea.un.org/ecosystem-accounting. See, NAC Proposal, supra note 3.
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    Under the proposed amendments to the Manual, NACs will conduct a 
Technical Ecological Performance Study (``Technical EP Study'') 
annually, following the Reporting Framework. This Technical EP Study 
would generate the information used to prepare and publish the EPR. As 
proposed, the EPR and Technical EP Study must be examined and attested 
to by a public accounting firm that is registered with the Public 
Company Accounting Oversight Board (``PCAOB'') and is independent from 
the NAC and NAC licensor, if applicable, under the independence 
standard set forth in Rule 2-01 of Regulation S-X (``Independent 
Reviewer'').
    The Exchange states that, in addition to the GAAP financial 
statements required under Commission disclosure rules and the proposed 
EPR that would be derived from a Technical EP Study, it proposes to 
require NACs to provide website disclosures that it states are designed 
to provide transparency regarding the NAC's social and environmental 
objectives. These would include requiring NACs to adopt and publish an 
Environmental and Social Policy, a Biodiversity Policy, a Human Rights 
Policy, consistent with the United Nations Guiding Principles on 
Business and Human Rights,\11\ and an Equitable Benefit Sharing Policy. 
The Exchange states that, as proposed, a NAC would be required under 
applicable Commission rules to disclose all material information about 
its license with a natural asset owner (including any material 
amendments to the license over time) in the registration statement 
filed in connection with its IPO and in its subsequent periodic SEC 
filings.
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    \11\ United Nations (2011). Guiding principles on business and 
human rights: Implementing the United Nations ``Protect, Respect and 
Remedy'' framework. Available at: https://www.ohchr.org/sites/default/files/documents/publications/guidingprinciplesbusinesshr_en.pdf. See, NAC Proposal, supra note 3.
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Relationship Between the NYSE and IEG
    The Exchange states that the Exchange and IEG have entered into an 
agreement pursuant to which IEG has granted the Exchange an exclusive 
license in the United States to use the Reporting Framework in 
connection with the listing of NACs on the Exchange, although the 
Reporting Framework will remain proprietary to IEG. The Exchange 
further states that, under the terms of the agreement, the Exchange has 
acquired a small minority interest in IEG and one seat on IEG's board 
of directors. The Exchange also states that IEG has agreed to seek to 
identify and develop NACs for listing on the Exchange, in addition to 
marketing the listing and trading of NACs on the Exchange. In addition, 
the Exchange states that IEG would provide training with respect to the 
NAC structure and the Reporting Framework to NYSE personnel and 
currently listed and potential listed NACs. IEG would also be entitled 
to a share of the revenues generated by the Exchange from the listing 
and trading of NACs on the NYSE.
    The Exchange states that, while IEG would seek to promote the 
listing of NACs on the NYSE, the determination of the suitability for 
listing of any applicant NACs would solely be made by the staff of NYSE 
Regulation, and that IEG would have no role in the listing 
qualification process. The Exchange also states that, in evaluating a 
NAC for listing, the staff of NYSE Regulation intends to follow the 
same procedure it utilizes in qualifying operating companies. The 
Exchange states that NYSE Regulation staff would review disclosures 
contained in a NAC's registration statement and its audited financial 
statements to ensure that the NAC satisfies applicable quantitative, 
qualitative and corporate governance listing standards. In addition, 
the Exchange states that, on a continued listing basis, NYSE Regulation 
staff would review a NAC's periodic reports filed with the Commission 
as well as public disclosure to ensure that a NAC continues to meet 
applicable listing standards.
Definitions of Key Terms Used in the Proposal
    The Exchange states that, unless otherwise stated, the proposed 
rules use definitions in the SEEA EA.\12\ In addition, the Exchange 
states that the proposal includes terms unique to NACs, as defined 
below:
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    \12\ United Nations et al (2021). System of Environmental-
Economic Accounting--Ecosystem Accounting (SEEA EA). White cover 
publication, pre-edited text subject to official editing. Available 
at: https://seea.un.org/ecosystem-accounting. See, NAC Proposal, 
supra note 3.
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    Community Well-being--Refers to the combination of social, 
economic, environmental, cultural, and political conditions of 
individuals and their communities as essential for them to flourish and 
fulfil their potential.\13\
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    \13\ Wiseman, J., Brasher, K (2008) Community wellbeing in an 
unwell world: trends, challenges, and possibilities. Journal of 
Public Health Policy, 29: 353-366. See, NAC Proposal, supra note 3.
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    Ecological Performance--The value of natural assets and the 
production of ecosystem services.
    Ecological Performance Report--A report with statistical 
information on the ecological performance of a NAC, including sections 
with data on (i) Natural Production, (ii) Natural Assets, and (iii) 
Underlying Asset Condition. The Exchange states that the EPR is unique 
to NACs and will be provided in addition to traditional financial 
statements.
     Natural Production Section--A section of the EPR that 
provides information on the annual flows of ecosystem services managed 
by a NAC.
     Natural Assets Section--A section of the EPR that provides 
information on the net present value of natural assets

[[Page 89790]]

producing ecosystem services managed by a NAC.
     Underlying Asset Condition Section--A section of the EPR 
that provides biophysical information on the extent and condition of 
the ecosystems being managed by the NAC.
    Ecological Performance Rights--The rights to the value of natural 
assets and the production or ecosystem services in a designated area, 
including the authority to manage the area. These rights are granted to 
a NAC, from a natural asset owner, as provided through a license 
agreement.
    Ecosystem Service Valuation--The assignation of an economic value 
to an ecosystem service using one of many valuation methodologies 
accepted today.
    IEG Ecological Performance Reporting Framework--IEG has developed a 
specific framework for NACs to derive and report on ecosystem service 
values and on the quality of the natural assets being managed. In 
addition, the Reporting Framework defines the components and structure 
of the EPR to ensure the values are reported transparently and 
consistently.
    Independent Reviewer--A public accounting firm registered with the 
PCAOB independent of a NAC and, where applicable, a NAC's licensor.
    Local Communities--refers to groups of people--including indigenous 
peoples and other local groups--who have direct ties to and derive 
livelihood or cultural values from the area to which the NAC holds the 
license.
    Natural Assets--A statistical representation of ecosystems for 
accounting purposes that defines them as productive units of ecosystem 
services. The term ``Natural Assets'' is equivalent to SEEA EA's term 
``ecosystem assets.'' Natural assets can be monetized directly or 
indirectly. Like traditional assets, they have economic value and are 
expected to provide future streams of benefits. In the singular form, 
the term refers to an ecosystem type (e.g., a delineated forest).
    Natural Asset Companies (NACs)--Corporations that hold the rights 
to the ecological performance of a defined area and have the authority 
to manage the areas for conservation, restoration, or sustainable 
management.
    Sustainable Activities--From an ecological perspective, activities 
that do not cause any material adverse impact on the condition of 
ecosystems, and that seek to replenish the natural resources being 
used.
    Unsustainable Activities--From an ecological perspective, 
activities that cause material adverse impact on the condition of 
ecosystems, and extract resources without replenishing them.
The IEG Reporting Framework
    The Exchange states that IEG has developed a Reporting Framework 
for NACs to measure and value natural assets and define how the EPR 
should be structured to ensure transparency, robustness, and 
consistency in the reporting of values and other statistical 
information disclosed. The Exchange further states that the Reporting 
Framework to be used by NACs is based on the standards developed in 
SEEA EA. The Exchange states that the SEEA EA provides the most 
comprehensive guidance on natural capital accounting and that it is of 
particular relevance to the valuation of NACs due to its spatial 
approach and its focus on measuring and reporting on the ecosystem 
services produced by ecosystems. The Exchange states that IEG adopted 
SEEA EA as the accounting standard for the measurement and valuation of 
natural assets and ecosystem services, with some minor adaptations to 
ensure that the natural asset valuations of NACs provide comprehensive, 
understandable, consistent, robust, and transparent information to 
investors and other users of the companies' EPR. As proposed, the 
Reporting Framework would include specifications on how to apply SEEA 
EA to report on the annual performance of NACs. The Reporting Framework 
would set up NACs to report the Total Economic Value (``TEV'') of 
natural assets, which the Exchange states is in line with the 
recommendations of the British Standard for natural capital accounting 
(BS 8632) for financial organizations and the ISO Standard 14008.
    The Exchange states that, given that NACs are designed to manage 
and grow the value of natural assets and the production of ecosystem 
services, a NAC's activities are not well captured solely by 
traditional financial reporting standards like GAAP/IFRS, as most 
ecosystem services are not monetized today. The Exchange further states 
that, to account for and capture the value of these non-monetized 
ecosystem services, NACs will be required to conduct an annual 
Technical EP Study, adhering to IEG's Reporting Framework in order to 
prepare their EPR. As proposed, the Reporting Framework would define: 
the steps to characterize, measure and value the ecosystem service and 
natural asset values in a Technical EP Study, and the components and 
structure of the EPR, including guidance to compile its sections to 
ensure transparency, robustness, and consistency in the reporting of 
information about the natural assets.
    As proposed, the Reporting Framework would be publicly accessible 
on nyse.com. The Exchange states that, in consultation with IEG, the 
Exchange would have sole authority to determine whether and how to 
propose amendments to the Reporting Framework. Any proposed change to 
the Reporting Framework would have the effect of a change to an 
Exchange rule and would therefore be filed by the Exchange with the 
Commission pursuant to section 19(b) of the Act. Additionally, the 
Exchange states that it would maintain on nyse.com a publicly 
accessible copy of the Reporting Framework.
Proposed Listing Rules: Required Corporate Documents
Charter
    The Exchange proposes that each NAC would be required to file its 
charter as an exhibit to its registration statement. As a condition to 
initial listing, the NYSE proposes to require a NAC's charter to state 
the following:
     The purpose of the company is to actively manage, 
maintain, restore (as applicable), and grow the value of natural assets 
and their production of ecosystem services. In addition, where doing so 
is consistent with the company's primary purpose, the company will seek 
to conduct sustainable revenue-generating operations. Sustainable 
operations are those activities that do not cause any material adverse 
impact on the condition of the natural assets under its control, and 
that seek to replenish the natural resources being used. The 
sustainability of the revenue-generating operations will be determined 
based on the impacts of their activities on the condition metrics, and 
where applicable, on any capacity-to-produce indicators reported by a 
NAC in its EPR. Condition metrics should not show degradation as a 
result of these activities and capacity-to-produce indicators should be 
moving to a rate where resource extraction is less than resource 
replenishment. The NAC may also engage in other activities that support 
community well-being, provided such activities are sustainable.
     NAC funds (including any proceeds from the sale of the 
company's securities at any time) must be used primarily to meet the 
NAC's operational needs to fulfill its purpose. In addition, funds may 
be used to support community well-being, provided such activities are 
sustainable.

[[Page 89791]]

     The NAC will be prohibited from engaging directly or 
indirectly in unsustainable activities. These are defined as activities 
that cause any material adverse impact on the condition of the natural 
assets under its control, and that extract resources without 
replenishing them (including, but not limited to, traditional fossil 
fuel development, mining, unsustainable logging, or perpetuating 
industrial agriculture). The NAC will be prohibited from using its 
funds to finance such unsustainable activities.
    As proposed, if any of the foregoing provisions of the NAC's 
charter are eliminated or materially amended in a manner that is 
inconsistent with their required form at any time, the NAC would be 
subject to delisting from the NYSE.
License Agreements
    The Exchange states that NACs would acquire the ecological 
performance rights of a designated area by entering into an agreement 
with the natural asset owner (e.g., a governmental entity or private 
landowner) to obtain a license with respect to such rights.\14\ The 
Exchange proposes that all material terms of the applicable license 
agreement must be publicly disclosed in the NAC's periodic filings 
consistent with SEC rules. As proposed, at minimum, the NAC would be 
required to disclose the following information about any license 
agreement:
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    \14\ The Exchange states that it will be important for NACs in 
their offering materials and subsequent public disclosure documents 
to be clear in distinguishing the rights to the land ownership and 
geographic area from the rights to the ecological performance and to 
clearly specify, where appropriate, the limits of the NAC's rights 
as an owner or licensee. See, NAC Proposal, supra note 3.
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     Term: At the time of initial listing, the term of any 
license agreement must be a minimum of ten years from the date of 
closing of the NAC's initial public offering (the Exchange expects that 
most license agreements will have terms significantly longer than ten 
years and, in some cases, may be perpetual);
     Scope: The specific natural assets and ecosystem services 
covered by the license agreement;
     License Payments: The amount and terms of any ongoing 
payments due from the licensee to the licensor;
     Modification Provisions: The circumstances under which a 
license agreement may be modified and the procedures for effecting any 
such modification;
     Termination Provisions: The circumstances under which a 
license agreement may be terminated, including the rights and 
obligations of all parties to the license agreement, and the procedures 
for effecting any such termination.
    The proposal would specify that any NAC whose license is terminated 
or materially breached by either party would be subject to delisting.
NAC Policies
    Proposed Section 102.09 of the Manual would provide that a NAC 
seeking to list on the NYSE must adopt the following written policies 
(collectively, the ``NAC Policies'') and post them on its website by 
the earlier of the date that the NAC's initial public offering closes 
or five business days following the NAC's initial listing date:
     An Environmental and Social Policy that articulates the 
objectives and principles that will guide the NAC to achieve sound 
environmental and social performance. As proposed, such policy must 
include requirements to conduct a process of environmental and social 
assessment, and establish, as soon as practicable after listing, an 
Environmental and Social Management System (``ESMS'').\15\ The ESMS 
should be designed to:
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    \15\ The Exchange states that the ESMS should be consistent with 
generally accepted international standards, such as the ``IFC 
Performance Standard 1: Assessment and Management of Environmental 
and Social Risks and Impacts.'' See, NAC Proposal, supra note 3.
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     Identify and assess environmental and social risks and 
impacts,
     Identify measures to avoid, minimize and mitigate the 
negative risks and impacts, and
     Promote improved environmental and social performance.
     A Biodiversity Policy that articulates a commitment to 
achieving no net loss, and where possible a net positive impact on 
biodiversity. The Biodiversity Policy should be based on the mitigation 
hierarchy, a planning and management approach for addressing impacts to 
biodiversity and ecosystem services through avoidance, minimization, 
restoration, and offsetting.
     A Human Rights Policy that articulates a commitment to 
human rights, consistent with the United Nations Guiding Principles on 
Business and Human Rights,\16\ including a commitment to recognize and 
respect people's rights in accordance with customary, national, and 
international human rights laws, in particular those of indigenous 
peoples.
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    \16\ United Nations (2011). Guiding Principles on Business and 
Human Rights: Implementing the United Nations ``Protect, Respect and 
Remedy'' Framework. Available at: https://www.ohchr.org/documents/publications/guidingprinciplesbusinesshr_en.pdf. See, NAC Proposal, 
supra note 3.
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     An Equitable Benefit Sharing Policy that articulates the 
NAC's commitment for sharing benefits with local communities. A NAC 
must include in its license agreement with the licensor a provision 
requiring the licensor to comply with the applicable terms of the 
Equitable Benefit Sharing Policy.
    The Exchange proposes that Equitable Benefit Sharing Policy must 
require an equitable benefit sharing arrangement for the distribution 
of shares of the NAC's common stock to local communities, which the 
Exchange states would be those who have direct ties to and derive 
livelihood or cultural values from the applicable area. As proposed, 
the NAC's common stock distribution would be required to be completed 
no later than the time of closing of the NAC's IPO and meet the 
following requirements at a minimum:
     If the NAC has entered into a license agreement with 
respect to public lands, shares representing at least 50% of the shares 
of the NAC's outstanding shares as of the closing of the IPO must be 
distributed to local communities.
     If the NAC has entered into a license agreement with 
respect to private lands, shares representing at least 5% of the shares 
of the NAC outstanding as of the closing of the IPO must be distributed 
to local communities.
    Under the proposed changes to the Manual, the foregoing 
distributions of shares of common stock may be placed in a trust or 
equivalent structure, for the benefit of the intended beneficiaries. 
Any trust (or equivalent) holding shares of the NAC for this purpose 
must be under the majority control of trustees that are fully 
independent of both the NAC and, where applicable, the licensor, and/or 
be representative of the intended beneficiaries.
    As proposed, the Equitable Benefit Sharing Policy must provide that 
the NAC will (a) deposit its cash and other financial assets in 
accounts with a bank custodian regulated by the U.S. Office of the 
Comptroller of the Currency (an ``Authorized Bank''); and (b) include 
in its license agreement a provision requiring the licensor to place 
any shares of the NAC it owns in the custody of an Authorized Bank and 
deposit the proceeds from any NAC share sales by the licensor and any 
distributions received from the NAC in accounts with an Authorized 
Bank, pending the distribution of such assets in a manner consistent 
with the NAC's Equitable Benefit Sharing Policy.
    Under the proposed rule change, the NAC would be required to review 
the

[[Page 89792]]

adequacy of the Equitable Benefit Sharing Policy at least annually and 
publish on its website a detailed description of its activities in 
accordance with such policy (the ``Annual EBS Report'') no later than 
90 days after the end of each fiscal year.
    As proposed, the Annual EBS Report would be required to be examined 
by an Independent Reviewer (the ``EBS Independent Reviewer'') and be 
accompanied by an examination level report (i.e., reasonable assurance) 
regarding the NAC and, if applicable, the licensor, in accordance with 
the Equitable Benefits Sharing Policy during the applicable fiscal 
period, including a review of the accounts maintained by the NAC and 
the licensor at Authorized Banks, in accordance with the PCAOB or 
AICPA's attestation standards.
    As proposed, the NAC's accordance with the requirements of its 
Equitable Benefits Sharing Policy would be required to be reviewed 
periodically either by (i) a committee consisting solely of directors 
who meet the independence requirements of Section 303A of the Manual or 
(ii) the NAC's independent directors acting as a group. Such committee 
or the independent directors, as the case may be, must meet for this 
purpose at least annually and such meeting must include an executive 
session in which management does not participate and a discussion with 
the EBS Independent Reviewer at which management must not be present.
Ecological Performance Report
    Proposed Section 102.09 would provide that, prior to its initial 
listing, the NAC must make publicly available an EPR that has been 
prepared consistent with the Reporting Framework. The Reporting 
Framework (including instructions for the preparation of the EPR and 
templates for the EPR) would be posted on nyse.com. As proposed, NACs 
would conduct a Technical EP Study annually in accordance with 
Reporting Framework. The Technical EP Study would generate the 
information used to prepare and publish the EPR. Both the Technical EP 
Study and EPR would be required to be examined by an Independent 
Reviewer annually. The EPR would also be required to be accompanied by 
an examination level report (i.e., reasonable assurance) prepared by 
such Independent Reviewer in accordance with the PCAOB or AICPA's 
attestation standards.
Quantitative and Corporate Governance Listing Rules
    To qualify for listing as a NAC, an applicant issuer would be 
required to meet the quantitative listing requirements applicable to 
the listing of common equities of operating companies as set forth in 
Sections 102.01(A), (B), and (C) of the Manual. Proposed Section 
102.09(G) would provide that listed NACs would be subject to all of the 
continued listing requirements that are applicable to operating 
companies listed under Sections 102 and 103 of the Manual.
Audit Committee
    The Exchange proposes that a listed NAC would be subject to all of 
the corporate governance requirements set forth in Section 303A.00, 
including the requirement of Section 303A.06 (providing that a company 
must have an independent audit committee) and the provisions of Section 
303A.07 (setting forth additional requirements for the audit 
committee). The Exchange proposes to amend Section 303A.07 to establish 
additional responsibilities specific to the audit committee of a NAC. 
As proposed, Section 303A.07 would require that (in addition to the 
requirements of Section 303A.07(b)), the NAC's audit committee charter 
must address the following:
     That the audit committee's purpose includes assisting 
board oversight of (1) the integrity of the NAC's EPR, (2) the 
qualifications and independence of the Independent Reviewer and (3) the 
performance of the Independent Reviewer.
     The audit committee of the NAC must:
     at least annually, obtain and review a report by the 
Independent Reviewer describing: the Independent Reviewer's internal 
quality-control procedures; any material issues raised by the most 
recent internal quality-control review, or peer review, of the 
Independent Reviewer, or by any inquiry or investigation by 
governmental or professional authorities, within the preceding five 
years, respecting one or more independent audits carried out by the 
Independent Reviewer, and any steps taken to deal with any such issues; 
and (to assess the Independent Reviewer's independence) all 
relationships between the Independent Reviewer and the NAC. After 
reviewing the foregoing report and the Independent Reviewer's work 
throughout the year, the audit committee would be in a position to 
evaluate the Independent Reviewer's qualifications, performance, and 
independence. This evaluation should include the review and evaluation 
of the lead partner of the Independent Reviewer. In making its 
evaluation, the audit committee should take into account the opinions 
of management and the NAC's internal auditors (or other personnel 
responsible for the internal audit function). In addition to assuring 
the regular rotation of the lead partner responsible for the EPR 
Review, the audit committee should further consider whether, in order 
to assure continuing independence of the Independent Reviewer, there 
should be regular rotation of the firm undertaking the EPR Review 
itself. The audit committee should present its conclusions with respect 
to the Independent Reviewer to the full board and meet to review and 
discuss the NAC's annual EPR. Meetings may be telephonic if permitted 
under applicable corporate law; polling of audit committee members, 
however, is not permitted in lieu of meetings.
     meet separately, periodically, with management and the 
Independent Reviewer to discuss the EPR and the conduct of the EPR 
Review. To perform its oversight functions most effectively, the audit 
committee must have the benefit of separate sessions with management 
and the Independent Reviewer. These separate sessions may be more 
productive than joint sessions in surfacing issues warranting committee 
attention.
     review with the Independent Reviewer any problems in the 
conduct of their review or difficulties and management's response. The 
audit committee must regularly review with the Independent Reviewer any 
difficulties the Independent Reviewer encountered in the course of its 
review, including any restrictions on the scope of the Independent 
Reviewer's activities or on access to requested information, and any 
significant disagreements with management.
     set clear hiring policies for employees or former 
employees of the Independent Reviewer. Employees or former employees of 
the Independent Reviewer may be valuable additions to the NAC's 
management. Such individuals' familiarity with the business, and 
personal rapport with the employees, may be attractive qualities when 
filling a key opening. However, the audit committee should set hiring 
policies taking into account the pressures that may exist for personnel 
of the Independent Reviewer consciously or subconsciously seeking a job 
with the NAC they review.
     report regularly to the board of directors with respect to 
the preparation of the EPR and the performance of the Independent 
Reviewer. The audit committee should review with the full board any 
issues that arise with respect to the quality or integrity of the EPR 
or

[[Page 89793]]

the performance and independence of the Independent Reviewer.
Material News
    The Exchange proposes that a NAC would be required to immediately 
disclose, pursuant to the Exchange's immediate release policy set forth 
in Sections 202.05 and 202.06 of the Manual, any event (e.g., a forest 
fire) that is anticipated to have a material adverse effect with 
respect to any of the criteria included in the EPR. As soon thereafter 
as possible, the NAC would be required to disclose in a Form 8-K or 
Form 6-K, as applicable, its estimates of the changes to the previously 
presented EPR of such event.
Periodic Publication of EPR and Occurrence of a Late EPR Delinquency
    The Exchange proposes that, each year after initial listing, a NAC 
must publish on its public website an EPR that has been prepared 
consistent with the Reporting Framework. As proposed, the Technical EP 
Study and EPR must be examined by the Independent Reviewer. The EPR 
would be required to be accompanied by an examination level report 
prepared by such Independent Reviewer in accordance with the PCAOB or 
AICPA's attestation standards. The EPR would be required to cover the 
same fiscal periods as the audited financial statements included in the 
NAC's annual report on Form 10-K, Form 20-F, or Form 40-F, as 
applicable. As proposed, the NAC would be required to use its best 
efforts to publish its annual EPR no later than the filing of its 
annual report on Form 10-K, Form 20-F, or Form 40-F, as applicable. In 
the event that the annual EPR is not completed by the filing due date 
of the NAC's annual report on Form 10-K, Form 20-F, or Form 40-F, as 
applicable, such annual EPR is required to be published no later than 
180 days after the end of the fiscal year to which such annual EPR 
relates (the ``NAC EPR Due Date'' and the failure of a listed NAC to 
timely publish its annual EPR, a ``NAC Late EPR Delinquency''). As 
proposed, in the event that the company is unable to file its Form 10-
K, Form 20-F, or Form 40-F, as applicable, by the NAC EPR Due Date, the 
company should not delay the publication of its EPR, but rather should 
publish its EPR on or before that date.
    The Exchange proposes that upon the occurrence of a NAC Late EPR 
Delinquency, the Exchange will promptly send written notification (the 
``NAC Late EPR Delinquency Notification'') to an affected NAC of the 
procedures set forth below. As proposed, within five days of the date 
of the NAC Late EPR Delinquency Notification, the company will be 
required to (a) contact the Exchange to discuss the status of the 
delinquent annual EPR (the ``Delinquent NAC EPR'') and (b) issue a 
press release disclosing the occurrence of the NAC Late EPR 
Delinquency, the reason for the NAC Late EPR Delinquency, and, if 
known, the anticipated date such NAC Late EPR Delinquency will be cured 
via the publication of the Delinquent NAC EPR. If the company has not 
issued the required press release within five days of the date of the 
NAC Late EPR Delinquency Notification, the Exchange would issue a press 
release stating that the company has incurred a NAC Late EPR 
Delinquency and providing a description thereof.
NAC Non-Reliance Event
    The Exchange proposes that, in the event that a NAC concludes that 
its previously issued EPR should no longer be relied upon because of an 
error in such EPR (a ``NAC Non-Reliance Event,'' and the disclosure of 
such NAC Non-Reliance Event, a ``NAC Non-Reliance Disclosure''), the 
NAC would be required to comply with the NAC Late EPR Delinquency 
Notification procedures set forth above. As proposed, if the NAC does 
not publish an amended EPR within 60 days of the issuance of the NAC 
Non-Reliance Disclosure (an ``Extended NAC Non-Reliance Disclosure 
Event'' and, together with a NAC Late EPR Delinquency, a ``NAC 
Reporting Delinquency'') for purposes of the cure periods described 
below a NAC Reporting Delinquency would be deemed to have occurred on 
the date of original issuance of the NAC Non-Reliance Disclosure. If 
the Exchange believes that a NAC is unlikely to publish the amended EPR 
within 60 days after a NAC Non-Reliance Disclosure or that the errors 
giving rise to such NAC Non-Reliance Disclosure are particularly severe 
in nature, the Exchange may, in its sole discretion, determine earlier 
than 60 days that the applicable NAC has incurred a NAC Publication 
Delinquency as a result of such NAC Non-Reliance Disclosure.
Cure Periods for NAC Publication Delinquencies
    The Exchange proposes that, during the six-month period from the 
date of the NAC Publication Delinquency (the ``Initial NAC EPR Cure 
Period''), the Exchange will monitor the company and the status of the 
Delinquent NAC EPR, including through contact with the company, until 
the NAC Publication Delinquency is cured. If the company fails to cure 
the NAC Publication Delinquency within the Initial NAC EPR Cure Period, 
the Exchange may, in the Exchange's sole discretion, allow the 
company's securities to be traded for up to an additional six-month 
period (the ``Additional NAC EPR Cure Period'') depending on the 
company's specific circumstances. If the Exchange determines that an 
Additional NAC EPR Cure Period is not appropriate, suspension and 
delisting procedures will commence in accordance with the procedures 
set out in Section 804.00 of the Listed Company Manual. As proposed, a 
NAC will not be eligible to follow the procedures outlined in Sections 
802.02 and 802.03 with respect to these criteria.
    The Exchange proposes that, in determining whether an Additional 
NAC EPR Cure Period after the expiration of the Initial NAC EPR Cure 
Period is appropriate, the Exchange will consider the likelihood that 
the Delinquent NAC EPR can be published during the Additional NAC EPR 
Cure Period. The Exchange states that it strongly encourages companies 
to provide ongoing disclosure on the status of the Delinquent NAC EPR 
to the market through press releases and will also take the frequency 
and detail of such information into account in determining whether an 
Additional NAC EPR Cure Period is appropriate. As proposed, if the 
Exchange determines that an Additional NAC EPR Cure Period is 
appropriate, and the company fails to publish the Delinquent NAC EPR by 
the end of such Additional NAC EPR Cure Period, suspension and 
delisting procedures will commence immediately in accordance with the 
procedures set out in Section 804.00. In no event would the Exchange 
continue to trade a NAC's securities if that company has failed to cure 
its NAC EPR Delinquency on the date that is twelve months after the 
applicable NAC EPR Due Date.
Filing Delinquencies and NAC EPR Delinquencies Are Treated Separately
    The Exchange proposes that, for purposes of Section 802.01E, NACs 
would also be subject to the provisions with respect to delinquencies 
in filing periodic reports as set forth in that rule (a ``Filing 
Delinquency''). The Exchange states that a Filing Delinquency is a 
separate event of noncompliance from a NAC Publication Delinquency. 
Consequently, and as proposed, a NAC could be deemed to have cured a 
Filing Delinquency while remaining noncompliant due to an ongoing NAC 
Publication Delinquency or vice versa.

[[Page 89794]]

Components and Form of the Statements
    The Exchange proposes that the EPR published by NYSE-listed NACs 
will consists of three components: (1) Natural Production Section, (2) 
Natural Assets Section and (3) Underlying Asset Condition Section.
    As proposed, the process for conducting a Technical EP Study and 
the requirements for preparing an EPR would be contained in the 
Reporting Framework. NACs would be required to conduct a Technical EP 
Study and prepare and publish an EPR that complies with the Reporting 
Framework, in each case on an annual basis.

B. Exchange Arguments

    The Exchange believes that the proposed rule change is consistent 
with Section 6(b)(5) of the Act,\17\ in that it is designed to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest, and is not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers. The Exchange states that the proposed listing standard for 
NACs is consistent with the protection of investors and the public 
interest because, among other things, it includes rigorous quantitative 
financial requirements and corporate governance requirements. 
Specifically, the Exchange states that the proposed listing standard 
requires NACs to meet the same quantitative initial and continued 
listing standards as are applied to operating companies listed on the 
NYSE and would be subject, without exception, to all of the other rules 
applicable to NYSE listed operating companies. The Exchange notes that 
there is significant and growing interest in investing in asset classes 
that are consistent with the objective of protecting and improving the 
environment and believes that the listing of NACs will provide 
investors with an investment vehicle that meets this demand. The 
Exchange also states that the development of NACs will provide a source 
of funding to maintain and restore natural assets.
---------------------------------------------------------------------------

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

    The Exchange states that the charter provisions each NAC would be 
required to adopt under the proposed rule are also consistent with the 
protection of investors and the public interest because they are 
designed to ensure that the NAC conducts its operations in a manner 
consistent with the ecological and socially equitable goals that would 
motivate investors when investing in the NAC. Similarly, the Exchange 
states, the various policies that the NAC would be required to adopt 
and publicize (including an Environmental and Social Policy, a 
Biodiversity Policy, a Human Rights Policy, and an Equitable Benefits 
Sharing Policy) would protect investors by establishing clear standards 
that the NAC must abide by in seeking to address its stated ecological 
and social goals.
    In addition, the Exchange believes that the examination conducted 
by the Independent Reviewer with respect to the initial and periodic 
EPR published by each NAC are consistent with investor protection and 
the public interest because they are designed to ensure that such EPR 
is prepared in a manner that is consistent with the requirements of the 
Reporting Framework. The Exchange further states that, this examination 
of each NAC's EPR will protect investors by providing significant 
assurance as to the reliability of that EPR. The proposal would also 
amend Section 802.01E of the Manual to create non-compliance and 
delisting procedures for NACs that fail to timely publish their EPR. 
The Exchange further argues that the proposed requirements for the 
audit committee of the NAC to oversee the preparation of the EPR and 
the performance of the Independent Reviewer are consistent with the 
protection of investors as they will help assure the accuracy and 
completeness of the EPR and the quality of the Independent Reviewer's 
review. The Exchange also notes that, as is the case with all listed 
companies, NACs would be required to immediately disclose pursuant to 
the Exchange's immediate release policy set forth in Sections 202.05 
and 202.06 of the Manual any material event, including any event that 
is anticipated to have a material adverse effect with respect to any of 
the criteria included in the EPR (e.g., a forest fire). The Exchange 
believes that it is therefore in the interests of investors to have a 
rigorous rule to address delinquencies with respect to disclosures and 
to require immediate disclosure of material events.
    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act because a listing under the 
proposed rule would be available in a non-discriminatory way to any 
company satisfying its requirements, as well as all other applicable 
NYSE listing requirements. In addition, the Exchange believes it faces 
competition for listings and any competing exchange could similarly 
adopt rules to allow the listing of NACs.

C. Comment Letters Received on the Proposal

    The Commission has received comment letters that support the 
proposal, comment letters that suggest changes to the proposal, and 
comment letters that oppose the proposal.

III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2023-09 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to section 
19(b)(2)(B) of the Act \18\ to determine whether the proposed rule 
change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the issues raised by 
the proposed rule change. Institution of proceedings does not indicate 
that the Commission has reached any conclusions with respect to any of 
the issues involved. Rather, as described below, the Commission seeks 
and encourages interested persons to provide additional comment on the 
proposed rule change to inform the Commission's analysis of whether to 
approve or disapprove the proposed rule change.
---------------------------------------------------------------------------

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

    Pursuant to section 19(b)(2)(B) of the Act,\19\ the Commission is 
providing notice of the grounds for disapproval under consideration. As 
described above, The Exchange proposes to adopt a new subsection of 
Section 102 of the Manual (to be designated Section 102.09) to permit 
the listing of common equity securities of NACs. As stated above, the 
Commission has received comment letters that support the proposal, 
comment letters that suggest changes to the proposal, and comment 
letters that oppose the proposal.
---------------------------------------------------------------------------

    \19\ Id.
---------------------------------------------------------------------------

    The Commission is instituting proceedings to allow for additional 
analysis of, and input from commenters with respect to, the consistency 
of the proposal with section 6(b)(5) of the Act,\20\ which requires 
that the rules of a national securities exchange be designed, among 
other things, to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to remove

[[Page 89795]]

impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest, and not be designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers, or to regulate by 
virtue of any authority conferred by the Act matters not related to the 
purposes of the Act or the administration of the exchange; and section 
6(b)(8) of the Act,\21\ which requires that the rules of a national 
securities exchange not impose any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act. 
Under the Commission's Rules of Practice, the ``burden to demonstrate 
that a proposed rule change is consistent with the Exchange Act and the 
rules and regulations issued thereunder . . . is on the self-regulatory 
organization [`SRO'] that proposed the rule change.'' \22\ The 
description of a proposed rule change, its purpose and operation, its 
effect, and a legal analysis of its consistency with applicable 
requirements must all be sufficiently detailed and specific to support 
an affirmative Commission finding, and any failure of an SRO to provide 
this information may result in the Commission not having a sufficient 
basis to make an affirmative finding that a proposed rule change is 
consistent with the Exchange Act and the applicable rules and 
regulations.\23\
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78f(b)(5).
    \21\ 15 U.S.C. 78f(b)(8).
    \22\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR 
201.700(b)(3).
    \23\ See id.
---------------------------------------------------------------------------

    The Commission requests comment on all aspects of the proposal, and 
its consistency with applicable statutory requirements, including those 
discussed above. Based broadly on concerns raised by commenters the 
Commission also requests comment regarding, but not limited to, the 
following:
     the use of the Reporting Framework and its relationship to 
the UN SEEA EA model, British Standard recommendations, and other 
sources referenced for the underlying EPR data;
     the relationship between NYSE and IEG in general, 
including but not limited to the responsibilities of each under the 
proposal; how modifications of the Reporting Framework would be 
addressed; issues regarding independence, oversight, and potential 
conflicts of interest as between the entities and as among the audit 
committee or any auditors, experts, or advisory entities under the 
proposal; and the availability of books and records;
     the licensing arrangement for NACs as proposed and the 
sufficiency of the proposal regarding such licensing or other legal 
arrangements that a NAC would be permitted to enter into;
     the impact of the proposal on intermarket competition, 
including the exclusive agreement between IEG and NYSE;
     whether the proposed additional listing requirements for 
NACs and their implementation and application, including use of 
terminology, applicable thresholds, use of funds, and substantive 
obligations, are described with sufficient detail and clarity so as to 
provide investors with the information necessary to understand the 
relationship between such additional NAC requirements and the NAC's 
GAAP financials;
     the proposed use of the financial statements and metrics 
in the EPR as compared to a NAC's GAAP financial statements;
     as related to the Commission's non-GAAP rules, the 
proposed use of GAAP terms and concepts in connection with the 
Reporting Framework, EPR, the Technical EP Study, and other related NAC 
materials, and the extent, if any, to which the relationship between a 
NAC's GAAP financial statements and reporting requirements and the EPR 
and related materials could potentially result in overlap or double 
counting, confusion, or lack of clarity, as well as the application of 
the materiality standard; and,
     the suitability, clarity, and level of guidance of 
criteria for the Reporting Framework and other NAC materials, and 
implementation of the same, as well as the other requirements 
applicable to NACs, for audit purposes and attestation, including the 
scope of any attestation engagement and the roles of the relevant 
parties; and,
     the ability of a NAC to list on the Exchange pursuant to 
either an initial public offering or a direct listing.

IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposal is 
consistent with sections 6(b)(5) \24\ and 6(b)(8) \25\ of the Act or 
any other provision of the Act, or the rules and regulations 
thereunder. Although there do not appear to be any issues relevant to 
approval or disapproval that would be facilitated by an oral 
presentation of views, data, and arguments, the Commission will 
consider, pursuant to Rule 19b-4 under the Act,\26\ any request for an 
opportunity to make an oral presentation.\27\
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b)(5).
    \25\ 15 U.S.C. 78f(b)(8).
    \26\ 17 CFR 240.19b-4.
    \27\ Section 19(b)(2) of the Act, as amended by the Securities 
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Acts Amendments of 1975, Senate Comm. 
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change should be approved 
or disapproved by January 18, 2024. Any person who wishes to file a 
rebuttal to any other person's submission must file that rebuttal by 
February 1, 2024.
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSE-2023-09 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSE-2023-09. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public

[[Page 89796]]

Reference Room, 100 F Street NE, Washington, DC 20549, on official 
business days between the hours of 10 a.m. and 3 p.m. Copies of the 
filing also will be available for inspection and copying at the 
principal office of the Exchange. Do not include personal identifiable 
information in submissions; you should submit only information that you 
wish to make available publicly. We may redact in part or withhold 
entirely from publication submitted material that is obscene or subject 
to copyright protection.
    All submissions should refer to file number SR-NYSE-2023-09 and 
should be submitted on or before January 18, 2024. Rebuttal comments 
should be submitted by February 1, 2024.
    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(57).

Christina Z. Milnor,
Assistant Secretary.
[FR Doc. 2023-28611 Filed 12-27-23; 8:45 am]
BILLING CODE 8011-01-P