Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend and Clarify Closed-End Funds Annual Fees, 33275-33278 [2016-12237]
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Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices
Dated: May 23, 2016.
Denise L. McGovern,
Policy Coordinator, Office of the Secretary.
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2016–132,
CP2016–169.
[FR Doc. 2016–12465 Filed 5–23–16; 4:15 pm]
Stanley F. Mires,
Attorney, Federal Compliance.
BILLING CODE 7590–01–P
[FR Doc. 2016–12255 Filed 5–24–16; 8:45 am]
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Stanley F. Mires,
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BILLING CODE 7710–12–P
The Postal Service gives
notice of filing a request with the Postal
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gives notice that, pursuant to 39 U.S.C.
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it filed with the Postal Regulatory
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[FR Doc. 2016–12258 Filed 5–24–16; 8:45 am]
BILLING CODE 7710–12–P
POSTAL SERVICE
ACTION:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
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DATES: Effective date: May 25, 2016.
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
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gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on May 19, 2016,
it filed with the Postal Regulatory
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States Postal Service to Add Priority
Mail Contract 219 to Competitive
Product List. Documents are available at
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CP2016–173.
SUMMARY:
Stanley F. Mires,
Attorney, Federal Compliance.
BILLING CODE 7710–12–P
POSTAL SERVICE
Product Change—Priority Mail
Negotiated Service Agreement
Postal ServiceTM.
Notice.
AGENCY:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Effective date: May 25, 2016.
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on May 19, 2016,
it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail Contract 215 to Competitive
SUMMARY:
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Postal ServiceTM.
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AGENCY:
[FR Doc. 2016–12257 Filed 5–24–16; 8:45 am]
Product Change—Priority Mail
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POSTAL SERVICE
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ACTION: Notice.
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Stanley F. Mires,
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[FR Doc. 2016–12256 Filed 5–24–16; 8:45 am]
VerDate Sep<11>2014
Stanley F. Mires,
Attorney, Federal Compliance.
POSTAL SERVICE
AGENCY:
ACTION:
States Postal Service to Add Priority
Mail Contract 216 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2016–133,
CP2016–170.
[FR Doc. 2016–12254 Filed 5–24–16; 8:45 am]
Product Change—Priority Mail
Negotiated Service Agreement
ACTION:
33275
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SECURITIES AND EXCHANGE
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[Release No. 34–77855; File No. SR–
NASDAQ–2016–057]
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Effective date: May 25, 2016.
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on May 19, 2016,
it filed with the Postal Regulatory
Commission a Request of the United
SUMMARY:
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Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend and
Clarify Closed-End Funds Annual Fees
May 19, 2016.
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 May 12,
2016, The NASDAQ Stock Market LLC
(‘‘Exchange’’) filed with the Securities
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices
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.
mstockstill on DSK3G9T082PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to clarify and
conform the amount of annual fees
charged to individual closed-end
management investment companies
registered under the Investment
Company Act of 1940, as amended
(‘‘Closed-End Funds’’) and two or more
Closed-End Funds that have a common
investment adviser or have investment
advisers who are ‘‘affiliated persons’’ as
defined in Section 2(a)(3) of the
Investment Company Act of 1940, as
amended (‘‘fund family’’). These
amendments are effective upon filing.
The text of the proposed rule change is
set forth below. Proposed new language
is in italics; deleted text is in brackets.
*
*
*
*
*
5910. The Nasdaq Global Market
(Including the Nasdaq Global Select
Market)
(a)–(c) No change.
(d) Standard Annual Fee—American
Depositary Receipts (ADRs) and ClosedEnd Funds
(1)–(3) No change.
(4) 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, as
shown in the Company’s most recent
periodic reports required to be filed
with the appropriate regulatory
authority or in more recent information
held by Nasdaq. The maximum annual
fee applicable to a fund family shall not
exceed [$75,000 ]$80,000. For purposes
of this rule, a ‘‘fund family’’ is defined
as two or more Closed-End Funds that
have a common investment adviser or
have investment advisers who are
‘‘affiliated persons’’ as defined in
Section 2(a)(3) of the Investment
Company Act of 1940, as amended.
(5)–(6) No change.
(e)–(f) No change.
IM–5910–1. All-Inclusive Annual
Listing Fee
(a)–(c) No change.
(d) The All-Inclusive Annual Listing
Fee will be calculated on total shares
outstanding according to the following
schedules:
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(1)–(2) No change.
(3) Closed-end Funds:
Up to 50 million shares—$30,000
50+ to 100 million shares—$50,000
100+ to 250 million shares—$75,000
Over 250 million shares—$100,000
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, as
shown in the Company’s most recent
periodic reports required to be filed with
the appropriate regulatory authority or
in more recent information held by
Nasdaq. A fund family is subject to the
same fee schedule as a single ClosedEnd Fund and the maximum AllInclusive Annual Listing Fee applicable
to a fund family shall not exceed
$100,000. For purposes of this rule, a
‘‘fund family’’ is defined as two or more
Closed-End Funds that have a common
investment adviser or have investment
advisers who are ‘‘affiliated persons’’ as
defined in Section 2(a)(3) of the
Investment Company Act of 1940, as
amended.
(e) No change.
5920. The Nasdaq Capital Market
(a)–(b) No change.
(c) Standard Annual Fee
(1)–(6) No change.
(7) Notwithstanding paragraph (6), 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 and the Nasdaq Capital Market,
as shown in the Company’s most recent
periodic reports required to be filed
with the appropriate regulatory
authority or in more recent information
held by Nasdaq. The maximum annual
fee applicable to a fund family shall not
exceed [$75,000 ]$80,000. For purposes
of this rule, a ‘‘fund family’’ is defined
as two or more Closed-End Funds that
have a common investment adviser or
have investment advisers who are
‘‘affiliated persons’’ as defined in
Section 2(a)(3) of the Investment
Company Act of 1940, as amended.
(8) No change.
(d)–(e) No change.
IM–5920–1. All-Inclusive Annual
Listing Fee
(a)–(c) No change.
(d) The All-Inclusive Annual Listing
Fee will be calculated on total shares
outstanding according to the following
schedules:
(1)–(2) No change.
(3) Closed-end Funds:
Up to 50 million shares—$30,000
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50+ to 100 million shares—$50,000
100+ to 250 million shares—$75,000
Over 250 million shares—$100,000
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, as
shown in the Company’s most recent
periodic reports required to be filed with
the appropriate regulatory authority or
in more recent information held by
Nasdaq. A fund family is subject to the
same fee schedule as a single ClosedEnd Fund and the maximum AllInclusive Annual Listing Fee applicable
to a fund family shall not exceed
$100,000. For purposes of this rule, a
‘‘fund family’’ is defined as two or more
Closed-End Funds that have a common
investment adviser or have investment
advisers who are ‘‘affiliated persons’’ as
defined in Section 2(a)(3) of the
Investment Company Act of 1940, as
amended.
(e) No change.
*
*
*
*
*
The text of the proposed rule change
is available on the Exchange’s Website
at https://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 clarify and conform the
amount of annual fees charged to a
single Closed-End Fund and a fund
family.
In 2005, Nasdaq adopted a fee
schedule applicable specifically to
Closed-End Funds and permitted a fund
sponsor to aggregate the shares
outstanding of all Closed-End Funds
listed on Nasdaq that are part of the
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Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices
fund family.3 The maximum annual fee
payable by a fund family was set to
$75,000, equal to the maximum annual
fee payable by a single Closed-End
Fund.
In 2014, Nasdaq adopted a new AllInclusive Annual Listing Fee schedule
and increased the maximum annual fee
payable by a single Closed-End Fund.4
At that time, Nasdaq inadvertently
created a disparity between the
maximum annual fees payable by a
single Closed-End Fund and by a fund
family. While Nasdaq increased the
maximum annual fee payable by a
single Closed-End Fund from $75,000 to
$80,000 and introduced a new AllInclusive Annual Listing Fee schedule
with the maximum annual fee payable
by a single Closed-End Fund equal to
$100,000,5 the maximum annual fee
payable by a fund family under the
standard annual fee was not changed
and remained at $75,000. In addition,
rules specifically allowing for the
aggregation of shares in a fund family
were not included in the new AllInclusive Annual Fee.
Nasdaq proposes to amend Listing
Rules 5910(d)(4) and 5920(c)(7) to
increase the maximum annual fee
payable by a fund family to $80,000 to
conform such fee to the maximum
annual fee payable by a single Closed
End Fund. The creation of this disparity
between the fees was inadvertent and
Nasdaq believes that it is reasonable for
a fund family to be subject to the same
maximum fee schedule than a single
Closed-End Fund.
In addition, Nasdaq proposes to
amend Listing Rules IM–5910–1 and
IM–5920–1 to clarify that a fund family
subject to the All-Inclusive Annual Fee
can aggregate shares in the same manner
as a fund family subject to Nasdaq’s
standard annual fee. Nasdaq also
proposes to clarify that the All-Inclusive
Annual Listing Fee is calculated on total
shares outstanding.
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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
3 Securities Exchange Act Release No. 52277
(August 17, 2005), 70 FR 49347 (August 22, 2005)
(approving SR–NASD–2005–96).
4 Securities Exchange Act Release No. 73647
(November 19, 2014), 79 FR 70232 (November 25,
2014) (approving SR–NASDAQ–2014–87).
5 Id.
6 15 U.S.C. 78f(b).
7 15 U.S.C. 78f(b)(4) and (5).
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20:19 May 24, 2016
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persons using any facility or system
which the Exchange operates or
controls, and is not designed to permit
unfair discrimination between
customers, issuers, brokers, or dealers.
As a preliminary matter, Nasdaq
competes for listings with other national
securities exchanges and companies can
easily choose to list on, or transfer to,
those alternative venues. As a result, the
fees Nasdaq can charge listed companies
are constrained by the fees charged by
its competitors and Nasdaq cannot
charge prices in a manner that would be
unreasonable, inequitable, or unfairly
discriminatory.
Nasdaq believes that the proposed
increase in the annual maximum fee
payable by a fund family is reasonable
and not unfairly discriminatory because
such fee is not greater than the fee
payable by a single Closed-End Fund
that could be a part of the same fund
family. The parity in such fees had
previously been approved by the
Commission.8 The proposed rule change
makes no adjustments to the fee
schedule applicable to the Closed-End
Funds.
Nasdaq also believes that the
proposed additional interpretive
material merely clarifies, without
changing the substance of the rules,
Nasdaq’s current position that a fund
family subject to the All-Inclusive
Annual Listing Fee schedule is subject
to the same fee schedule as a single
Closed-End Fund. These companies are
particularly sensitive to the expenses
they incur, given that they compete for
investment dollars based on return. In
addition, Closed-End Funds need to
issue shares as a primary means to
expand their businesses and raise
additional money to invest. As such,
Nasdaq believes that allowing a fund
family to aggregate the shares
outstanding of all Closed-End Funds
listed on Nasdaq that are part of the
fund family is reasonable and not
inequitable or unfairly discriminatory.
Finally, Nasdaq believes that the
proposed fees are consistent with the
investor protection objectives of Section
6(b)(5) of the Act 9 in that they are
designed to promote just and equitable
principles of trade, to remove
impediments to a free and open market
and national market system, and in
general to protect investors and the
public interest. Specifically, the fees are
designed, in part, to ensure that there
are adequate resources for Nasdaq’s
listing compliance program, which
helps to assure that listing standards are
PO 00000
footnote 3, supra.
U.S.C. 78f(b)(5).
properly enforced and investors are
protected.
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 based on the aggregate fees
assessed, and the value provided by
each listing. This rule proposal does not
burden competition with other listing
venues, which are similarly free to set
their fees. Moreover, the proposed rule
merely conforms fees charged to
similarly situated Nasdaq listed ClosedEnd Funds and fund families. For these
reasons, 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
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 (https://www.sec.gov/
rules/sro.shtml); or
8 See
9 15
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10 15
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33277
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U.S.C. 78s(b)(3)(A)(ii).
25MYN1
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Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices
• Send an e-mail to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2016–057 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–2016–057. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NASDAQ–2016–057 and should be
submitted on or before June 15, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–12237 Filed 5–24–16; 8:45 am]
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BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–77860; File No. SR–NYSE–
2016–35]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending
NYSE Rule 13 and Related Rules
Regarding Market Orders
May 19, 2016.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on May 16,
2016, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II, below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
NYSE Rule 13 (Orders and Modifiers)
and related rules regarding Market
Orders. The proposed rule change is
available on the Exchange’s Web site at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rule 13 (Orders and Modifiers) and
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
11 17
CFR 200.30–3(a)(12).
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related rules relating to Market Orders.
The proposed changes are designed to
simplify the Exchange’s offering of order
types by harmonizing the behavior of
Market Orders with how similar orders
operate on NYSE Arca Equities, Inc.
(‘‘NYSE Arca Equities’’), the Exchange’s
affiliated equities marketplace, and by
eliminating specified combinations of
orders and modifiers.4
Overview
Currently, Market Orders are defined
in Rule 13(a)(1) as an order to buy or
sell a stated amount of a security at the
most advantageous price obtainable
after the order is represented in the
Trading Crowd or routed to Exchange
systems. If a Market Order to sell has
exhausted all eligible buy interest, any
unfilled balance of the Market Order to
sell will be cancelled. Market Orders
may include an immediate-or-cancel
(‘‘IOC’’) time-in-force modifier.5 In
addition, a Market Order may include
an instruction to either buy ‘‘minus’’ or
sell ‘‘plus.’’ 6
The Exchange proposes to simplify
how Market Orders would function on
the Exchange by harmonizing the
behavior of Market Orders with how
they operate on the Pillar trading
platform on NYSE Arca Equities and by
eliminating the ability to combine a
Market Order with an IOC, buy
‘‘minus,’’ or sell ‘‘plus’’ instruction,
which are not available on the NYSE
Arca Equities trading platform. The
Exchange believes that eliminating these
order type combinations would
streamline its rules and reduce
complexity among its order type
offerings.7
Proposed Amendments to Market
Orders
To effect the proposed changes to how
Market Orders would operate, the
Exchange proposes to amend Rule
13(a)(1) to provide that a Market Order
that is eligible for automatic execution
would be an unpriced order to buy or
sell a stated amount of a security that is
to be traded at the best price obtainable
without trading through the NBBO. This
proposed rule text is based on the first
sentence of NYSE Arca Equities Rule
7.31P(a)(1), which provides that a
Market Order is an unpriced order to
4 NYSE Arca Equities is a wholly-owned
subsidiary of NYSE Arca, Inc., which is a national
securities exchange.
5 See Rule 13(b)(3).
6 See Rule 13(f)(A) and (C).
7 See, e.g., Mary Jo White, Chair, Securities and
Exchange Commission, Speech at the Sandler
O’Neill & Partners, L.P. Global Exchange and
Brokerage Conference (June 5, 2014) (available at
www.sec.gov/News/Speech/Detail/Speech/
1370542004312#.U5HI-fmwJiw).
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]]>Agencies
[Federal Register Volume 81, Number 101 (Wednesday, May 25, 2016)]
[Notices]
[Pages 33275-33278]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12237]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-77855; File No. SR-NASDAQ-2016-057]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend and Clarify Closed-End Funds Annual Fees
May 19, 2016.
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 May 12, 2016, The NASDAQ Stock Market LLC (``Exchange'') filed with
the Securities
[[Page 33276]]
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 clarify and conform the amount of annual
fees charged to individual closed-end management investment companies
registered under the Investment Company Act of 1940, as amended
(``Closed-End Funds'') and two or more Closed-End Funds that have a
common investment adviser or have investment advisers who are
``affiliated persons'' as defined in Section 2(a)(3) of the Investment
Company Act of 1940, as amended (``fund family''). These amendments are
effective upon filing. The text of the proposed rule change is set
forth below. Proposed new language is in italics; deleted text is in
brackets.
* * * * *
5910. The Nasdaq Global Market (Including the Nasdaq Global Select
Market)
(a)-(c) No change.
(d) Standard Annual Fee--American Depositary Receipts (ADRs) and
Closed-End Funds
(1)-(3) No change.
(4) 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, as shown in the Company's most recent periodic
reports required to be filed with the appropriate regulatory authority
or in more recent information held by Nasdaq. The maximum annual fee
applicable to a fund family shall not exceed [$75,000 ]$80,000. For
purposes of this rule, a ``fund family'' is defined as two or more
Closed-End Funds that have a common investment adviser or have
investment advisers who are ``affiliated persons'' as defined in
Section 2(a)(3) of the Investment Company Act of 1940, as amended.
(5)-(6) No change.
(e)-(f) No change.
IM-5910-1. All-Inclusive Annual Listing Fee
(a)-(c) No change.
(d) The All-Inclusive Annual Listing Fee will be calculated on
total shares outstanding according to the following schedules:
(1)-(2) No change.
(3) Closed-end Funds:
Up to 50 million shares--$30,000
50+ to 100 million shares--$50,000
100+ to 250 million shares--$75,000
Over 250 million shares--$100,000
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, as shown in the Company's most recent periodic reports
required to be filed with the appropriate regulatory authority or in
more recent information held by Nasdaq. A fund family is subject to the
same fee schedule as a single Closed-End Fund and the maximum All-
Inclusive Annual Listing Fee applicable to a fund family shall not
exceed $100,000. For purposes of this rule, a ``fund family'' is
defined as two or more Closed-End Funds that have a common investment
adviser or have investment advisers who are ``affiliated persons'' as
defined in Section 2(a)(3) of the Investment Company Act of 1940, as
amended.
(e) No change.
5920. The Nasdaq Capital Market
(a)-(b) No change.
(c) Standard Annual Fee
(1)-(6) No change.
(7) Notwithstanding paragraph (6), 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 and the Nasdaq Capital Market, as shown in the
Company's most recent periodic reports required to be filed with the
appropriate regulatory authority or in more recent information held by
Nasdaq. The maximum annual fee applicable to a fund family shall not
exceed [$75,000 ]$80,000. For purposes of this rule, a ``fund family''
is defined as two or more Closed-End Funds that have a common
investment adviser or have investment advisers who are ``affiliated
persons'' as defined in Section 2(a)(3) of the Investment Company Act
of 1940, as amended.
(8) No change.
(d)-(e) No change.
IM-5920-1. All-Inclusive Annual Listing Fee
(a)-(c) No change.
(d) The All-Inclusive Annual Listing Fee will be calculated on
total shares outstanding according to the following schedules:
(1)-(2) No change.
(3) Closed-end Funds:
Up to 50 million shares--$30,000
50+ to 100 million shares--$50,000
100+ to 250 million shares--$75,000
Over 250 million shares--$100,000
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, as shown in the Company's most recent periodic reports
required to be filed with the appropriate regulatory authority or in
more recent information held by Nasdaq. A fund family is subject to the
same fee schedule as a single Closed-End Fund and the maximum All-
Inclusive Annual Listing Fee applicable to a fund family shall not
exceed $100,000. For purposes of this rule, a ``fund family'' is
defined as two or more Closed-End Funds that have a common investment
adviser or have investment advisers who are ``affiliated persons'' as
defined in Section 2(a)(3) of the Investment Company Act of 1940, as
amended.
(e) No change.
* * * * *
The text of the proposed rule change is available on the Exchange's
Website at https://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 clarify and conform
the amount of annual fees charged to a single Closed-End Fund and a
fund family.
In 2005, Nasdaq adopted a fee schedule applicable specifically to
Closed-End Funds and permitted a fund sponsor to aggregate the shares
outstanding of all Closed-End Funds listed on Nasdaq that are part of
the
[[Page 33277]]
fund family.\3\ The maximum annual fee payable by a fund family was set
to $75,000, equal to the maximum annual fee payable by a single Closed-
End Fund.
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\3\ Securities Exchange Act Release No. 52277 (August 17, 2005),
70 FR 49347 (August 22, 2005) (approving SR-NASD-2005-96).
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In 2014, Nasdaq adopted a new All-Inclusive Annual Listing Fee
schedule and increased the maximum annual fee payable by a single
Closed-End Fund.\4\ At that time, Nasdaq inadvertently created a
disparity between the maximum annual fees payable by a single Closed-
End Fund and by a fund family. While Nasdaq increased the maximum
annual fee payable by a single Closed-End Fund from $75,000 to $80,000
and introduced a new All-Inclusive Annual Listing Fee schedule with the
maximum annual fee payable by a single Closed-End Fund equal to
$100,000,\5\ the maximum annual fee payable by a fund family under the
standard annual fee was not changed and remained at $75,000. In
addition, rules specifically allowing for the aggregation of shares in
a fund family were not included in the new All-Inclusive Annual Fee.
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\4\ Securities Exchange Act Release No. 73647 (November 19,
2014), 79 FR 70232 (November 25, 2014) (approving SR-NASDAQ-2014-
87).
\5\ Id.
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Nasdaq proposes to amend Listing Rules 5910(d)(4) and 5920(c)(7) to
increase the maximum annual fee payable by a fund family to $80,000 to
conform such fee to the maximum annual fee payable by a single Closed
End Fund. The creation of this disparity between the fees was
inadvertent and Nasdaq believes that it is reasonable for a fund family
to be subject to the same maximum fee schedule than a single Closed-End
Fund.
In addition, Nasdaq proposes to amend Listing Rules IM-5910-1 and
IM-5920-1 to clarify that a fund family subject to the All-Inclusive
Annual Fee can aggregate shares in the same manner as a fund family
subject to Nasdaq's standard annual fee. Nasdaq also proposes to
clarify that the All-Inclusive Annual Listing Fee is calculated on
total shares outstanding.
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
or system which the Exchange operates or controls, 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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As a preliminary matter, Nasdaq competes for listings with other
national securities exchanges and companies can easily choose to list
on, or transfer to, those alternative venues. As a result, the fees
Nasdaq can charge listed companies are constrained by the fees charged
by its competitors and Nasdaq cannot charge prices in a manner that
would be unreasonable, inequitable, or unfairly discriminatory.
Nasdaq believes that the proposed increase in the annual maximum
fee payable by a fund family is reasonable and not unfairly
discriminatory because such fee is not greater than the fee payable by
a single Closed-End Fund that could be a part of the same fund family.
The parity in such fees had previously been approved by the
Commission.\8\ The proposed rule change makes no adjustments to the fee
schedule applicable to the Closed-End Funds.
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\8\ See footnote 3, supra.
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Nasdaq also believes that the proposed additional interpretive
material merely clarifies, without changing the substance of the rules,
Nasdaq's current position that a fund family subject to the All-
Inclusive Annual Listing Fee schedule is subject to the same fee
schedule as a single Closed-End Fund. These companies are particularly
sensitive to the expenses they incur, given that they compete for
investment dollars based on return. In addition, Closed-End Funds need
to issue shares as a primary means to expand their businesses and raise
additional money to invest. As such, Nasdaq believes that allowing a
fund family to aggregate the shares outstanding of all Closed-End Funds
listed on Nasdaq that are part of the fund family is reasonable and not
inequitable or unfairly discriminatory.
Finally, Nasdaq believes that the proposed fees are consistent with
the investor protection objectives of Section 6(b)(5) of the Act \9\ in
that they are designed to promote just and equitable principles of
trade, to remove impediments to a free and open market and national
market system, and in general to protect investors and the public
interest. Specifically, the fees are designed, in part, to ensure that
there are adequate resources for Nasdaq's listing compliance program,
which helps to assure that listing standards are properly enforced and
investors are protected.
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\9\ 15 U.S.C. 78f(b)(5).
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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 based on the aggregate fees assessed,
and the value provided by each listing. This rule proposal does not
burden competition with other listing venues, which are similarly free
to set their fees. Moreover, the proposed rule merely conforms fees
charged to similarly situated Nasdaq listed Closed-End Funds and fund
families. For these reasons, 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 (https://www.sec.gov/rules/sro.shtml); or
[[Page 33278]]
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2016-057 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-2016-057. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for website
viewing and printing in the Commission's Public Reference Room, 100 F
Street NE., Washington, DC 20549, on official business days between the
hours of 10:00 a.m. and 3:00 p.m. Copies of such filing will also be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NASDAQ-2016-057 and should be submitted on or before June 15, 2016.
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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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12237 Filed 5-24-16; 8:45 am]
BILLING CODE 8011-01-P
