[Federal Register Volume 84, Number 224 (Wednesday, November 20, 2019)]
[Notices]
[Pages 64168-64170]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-25108]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87538; File No. SR-NASDAQ-2019-087]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Modify Certain Annual Listing Fees

November 14, 2019.
    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 November 6, 2019, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III, below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify certain listing fees. While changes 
proposed herein are effective upon filing, the Exchange has designated 
the proposed amendments to be operative on January 1, 2020.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaq.cchwallstreet.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 Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to modify the Exchange's 
all-inclusive annual listing fees for all domestic and foreign 
companies listing equity securities covered by Listing Rules 5910 and 
5920 on the Nasdaq Global Select, Global and Capital Markets.
    Currently, for companies listed on the Capital Market, other than, 
in part, ADRs, Closed-end Funds and Limited Partnerships, the all-
inclusive annual fee ranges from $42,000 to $75,000; for ADRs listed on 
the Capital Market the all-inclusive annual fee ranges from $42,000 to 
$50,000; and for Limited Partnerships listed on the Capital Market the 
all-inclusive annual fee ranges from $30,000 to $37,500. On the Global 
and Global Select Markets, the all-inclusive annual fee for companies 
other than, in part, ADRs, Closed-end Funds and Limited Partnerships 
ranges from $45,000 to $155,000; for ADRs the all-inclusive annual fee 
ranges from $45,000 to $80,000; and for Limited Partnerships the all-
inclusive annual fee ranges from $37,500 to $77,500. The all-inclusive 
annual fee for Closed-end Funds listed on any market tier ranges from 
$30,000 to $100,000. In each case, a company's all-inclusive annual fee 
is based on its total shares outstanding.\3\
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    \3\ REITs are subject to the same fee schedule as other equity 
securities; however for the purpose of determining the total shares 
outstanding, shares outstanding of all members in a REIT Family 
listed on the same Nasdaq market tier may be aggregated. Similarly, 
for the purpose of determining the total shares outstanding, fund 
sponsors may aggregate shares outstanding of all Closed-End Funds in 
the same fund family listed on the Nasdaq Global Market or the 
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
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    Nasdaq proposes to amend the all-inclusive annual fee for all 
domestic and foreign companies listing equity securities on the Nasdaq 
Global Select, Global and Capital Markets to the following amounts,\4\ 
effective January 1, 2020:
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    \4\ The proposed fee change reflects about 2.5% increase rounded 
to the nearest $500.

                      Global/Global Select Markets
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                                   Annual fee before      Annual fee
    Total shares outstanding         the proposed      effective January
                                        change              1, 2020
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Equity securities other than, in
 part, ADRs, Closed-end Funds
 and Limited Partnerships:
    Up to 10 million shares.....             $45,000             $46,000
    10+ to 50 million shares....              55,000              56,500
    50+ to 75 million shares....              75,000              77,000

[[Page 64169]]

 
    75+ to 100 million shares...             100,000             102,500
    100+ to 125 million shares..             125,000             128,000
    125+ to 150 million shares..             135,000             138,500
    Over 150 million shares.....             155,000             159,000
ADRs:
    Up to 10 million ADRs and                 45,000              46,000
     other listed equity
     securities.................
    10+ to 50 million ADRs and                50,000              51,500
     other listed equity
     securities.................
    50+ to 75 million ADRs and                60,000              61,500
     other listed equity
     securities.................
    Over 75 million ADRs and                  80,000              82,000
     other listed equity
     securities.................
Closed-end Funds:
    Up to 50 million shares.....              30,000              31,000
    50+ to 100 million shares...              50,000              51,500
    100+ to 250 million shares..              75,000              77,000
    Over 250 million shares.....             100,000             102,500
Limited Partnerships:
    Up to 75 million shares.....              37,500              38,500
    75+ to 100 million shares...              50,000              51,500
    100+ to 125 million shares..              62,500              64,000
    125+ to 150 million shares..              67,500              69,000
    Over 150 million shares.....              77,500              79,500
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                             Capital Market
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                                   Annual fee before      Annual fee
    Total shares outstanding         the proposed      effective January
                                        change              1, 2020
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Equity securities other than, in
 part, ADRs, Closed-end Funds
 and Limited Partnerships:
    Up to 10 million shares.....             $42,000             $43,000
    10+ to 50 million shares....              55,000              56,500
    Over 50 million shares......              75,000              77,000
ADRs:
    Up to 10 million ADRs and                 42,000              43,000
     other listed equity
     securities.................
    Over 10 million ADRs and                  50,000              51,500
     other listed equity
     securities.................
Closed-end Funds:
    Up to 50 million shares.....              30,000              31,000
    50+ to 100 million shares...              50,000              51,500
    100+ to 250 million shares..              75,000              77,000
    Over 250 million shares.....             100,000             102,500
Limited Partnerships:
    Up to 75 million shares.....              30,000              31,000
    Over 75 million shares......              37,500              38,500
------------------------------------------------------------------------

    Nasdaq also proposes to update the maximum fee applicable to a 
Closed-End Fund family and the maximum fee applicable to a REIT Family 
to reflect the proposed fee change for other equity securities, as 
described above.\5\
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    \5\ See footnote 3 above.
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    As described below, Nasdaq proposes to make the aforementioned fee 
increases to better reflect the Exchange's costs related to listing 
equity securities and the corresponding value of such listing to 
issuers.
    Nasdaq also proposes to remove references to fees that are no 
longer applicable because they were superseded by new fee rates 
specified in the rule text.
    While these changes are effective upon filing, Nasdaq has 
designated the proposed amendments to be operative on January 1, 2020.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\6\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\7\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees and other charges 
among members and issuers and other persons using any facility, and is 
not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4) and (5).
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    Nasdaq believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Listing 
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees 
\8\ as set forth above because of the increased costs incurred by 
Nasdaq

[[Page 64170]]

since it established the current rates. In that regard, the Exchange 
notes that its general costs have increased since its most recent fee 
adjustments, including due to price inflation. In addition, the 
Exchange continues to improve the services it provides to listed 
companies. These improvements include the continued development and 
enhancement of Nasdaq's online tools, including the Listing Center and 
Reference Library, to the benefit of all listed companies, their 
shareholders and prospective investors. In addition, Nasdaq has 
invested in upgrades to the Nasdaq MarketSite, which houses a state-of-
the-art digital broadcast studio and can be utilized as a New York 
venue by listed companies, and the MarketSite Tower. The proposed 
increase also will help Nasdaq continue to invest in these initiatives 
and its regulatory programs.
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    \8\ In 2014, Nasdaq adopted an all-inclusive annual listing fee 
schedule to simplify, clarify and enhance transparency around the 
annual fee to which listed companies are subject. See Securities 
Exchange Act Release No. 73647 (November 19, 2014), 79 FR 70232 
(November 25, 2014) (SR-NASDAQ-2014-87). Effective January 1, 2017, 
Nasdaq reduced the fees for limited partnerships listed on Nasdaq. 
See Securities Exchange Act Release No. 79770 (January 10, 2017), 82 
FR 4947 (January 17, 2017) (SR-NASDAQ-2016-173). Effective January 
1, 2019, Nasdaq modified the fee schedule for ADRs listed on Nasdaq, 
including to subject ADRs to the same minimum fee as other companies 
listing equity securities on the same tier of Nasdaq and to bring 
the ADRs fees closer to the fees paid by other domestic and foreign 
companies listing equity securities on Nasdaq. See Securities 
Exchange Act Release No. 84880 (December 20, 2018), 83 FR 67374 
(December 28, 2018) (SR-NASDAQ-2018-103).
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    Nasdaq also believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Listing 
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees 
while rounding the increase to the nearest $500 as set forth above 
because such rounding represents di minimus variation in fees for 
Nasdaq listed companies. In addition, Nasdaq has used the same 
methodology since the adoption of the all-inclusive annual listing fee 
schedule and all annual listing fees under Listing Rules 5910(b)(2) and 
5920(b)(2) are rounded to $500.
    The proposed change to update the maximum fee applicable to a 
Closed-End Fund family and the maximum fee applicable to a REIT Family 
to reflect the proposed fee change for other equity securities, as 
described above, is not unfairly discriminatory because it merely 
reflects the change in fees for other equity securities without 
changing the substance of the rule.
    Finally, Nasdaq notes that it operates in a highly competitive 
market in which market participants can readily switch exchanges if 
they deem the listing fees excessive.\9\ In such an environment, Nasdaq 
must continually review its fees to assure that they remain 
competitive.
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    \9\ The Justice Department has noted the intense competitive 
environment for exchange listings. See ``NASDAQ OMX Group Inc. and 
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of 
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16, 
2011), available at http://www.justice.gov/atr/public/press_releases/2011/271214.htm.
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    The proposed removal of text relating to fees that are no longer 
applicable is ministerial in nature and has no substantive effect.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended. The market for 
listing services is extremely competitive and listed companies may 
freely choose alternative venues, both within the U.S. and 
internationally. For this reason, Nasdaq does not believe that the 
proposed rule change will result in any burden on competition for 
listings.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\10\
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    \10\ 15 U.S.C. 78s(b)(3)(A)(ii).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2019-087 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2019-087. 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 (http://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 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NASDAQ-2019-087, and should be submitted 
on or before December 11, 2019.

    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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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-25108 Filed 11-19-19; 8:45 am]
 BILLING CODE 8011-01-P


