Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Certain Annual Listing Fees, 64168-64170 [2019-25108]

Download as PDF 64168 Federal Register / Vol. 84, No. 224 / Wednesday, November 20, 2019 / Notices internal compliance cost of approximately $2,999,296. Thus, the staff estimates that the collection of information requires a total of approximately 11,309 respondents to incur an estimated annual time burden of a total of 17,614 hours at a total annual internal cost of compliance of approximately $4,202,680. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. The public may view background documentation for this information collection at the following website: www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Lindsay.M.Abate@omb.eop.gov; and (ii) Charles Riddle, Acting Director/Chief Information Officer, Securities and Exchange Commission, c/o Candace Kenner, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: November 14, 2019. Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–25098 Filed 11–19–19; 8:45 am] BILLING CODE 8011–01–P 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. 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 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 modify the Exchange’s allinclusive 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 allinclusive 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 Nasdaq proposes to amend the allinclusive 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: GLOBAL/GLOBAL SELECT MARKETS Annual fee before the proposed change Total shares outstanding Equity securities other than, in part, ADRs, Closed-end Funds and Limited Partnerships: Up to 10 million shares .................................................................................................................... 10+ to 50 million shares ................................................................................................................... 50+ to 75 million shares ................................................................................................................... 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 REITs are subject to the same fee schedule as other equity securities; however for the purpose of determining the total shares outstanding, shares 2 17 VerDate Sep<11>2014 17:21 Nov 19, 2019 Jkt 250001 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 PO 00000 Frm 00131 Fmt 4703 Sfmt 4703 $45,000 55,000 75,000 Annual fee effective January 1, 2020 $46,000 56,500 77,000 same fund family listed on the Nasdaq Global Market or the Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2). 4 The proposed fee change reflects about 2.5% increase rounded to the nearest $500. E:\FR\FM\20NON1.SGM 20NON1 Federal Register / Vol. 84, No. 224 / Wednesday, November 20, 2019 / Notices 64169 GLOBAL/GLOBAL SELECT MARKETS—Continued Annual fee before the proposed change Total shares outstanding 75+ to 100 million shares ................................................................................................................. 100+ to 125 million shares ............................................................................................................... 125+ to 150 million shares ............................................................................................................... Over 150 million shares ................................................................................................................... ADRs: Up to 10 million ADRs and other listed equity securities ................................................................ 10+ to 50 million ADRs and other listed equity securities ............................................................... 50+ to 75 million ADRs and other listed equity securities ............................................................... Over 75 million ADRs and other listed equity securities ................................................................. Closed-end Funds: Up to 50 million shares .................................................................................................................... 50+ to 100 million shares ................................................................................................................. 100+ to 250 million shares ............................................................................................................... Over 250 million shares ................................................................................................................... Limited Partnerships: Up to 75 million shares .................................................................................................................... 75+ to 100 million shares ................................................................................................................. 100+ to 125 million shares ............................................................................................................... 125+ to 150 million shares ............................................................................................................... Over 150 million shares ................................................................................................................... Annual fee effective January 1, 2020 100,000 125,000 135,000 155,000 102,500 128,000 138,500 159,000 45,000 50,000 60,000 80,000 46,000 51,500 61,500 82,000 30,000 50,000 75,000 100,000 31,000 51,500 77,000 102,500 37,500 50,000 62,500 67,500 77,500 38,500 51,500 64,000 69,000 79,500 CAPITAL MARKET Annual fee before the proposed change Total shares outstanding Equity securities other than, in part, ADRs, Closed-end Funds and Limited Partnerships: Up to 10 million shares .................................................................................................................... 10+ to 50 million shares ................................................................................................................... Over 50 million shares ..................................................................................................................... ADRs: Up to 10 million ADRs and other listed equity securities ................................................................ Over 10 million ADRs and other listed equity securities ................................................................. Closed-end Funds: Up to 50 million shares .................................................................................................................... 50+ to 100 million shares ................................................................................................................. 100+ to 250 million shares ............................................................................................................... Over 250 million shares ................................................................................................................... Limited Partnerships: Up to 75 million shares .................................................................................................................... Over 75 million shares ..................................................................................................................... Nasdaq also proposes to update the maximum fee applicable to a ClosedEnd 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 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. Nasdaq believes that it is not unfairly discriminatory and represents an equitable allocation of reasonable fees to 6 15 5 See footnote 3 above. VerDate Sep<11>2014 17:21 Nov 19, 2019 7 15 Jkt 250001 PO 00000 U.S.C. 78f(b). U.S.C. 78f(b)(4) and (5). Frm 00132 Fmt 4703 Sfmt 4703 Annual fee effective January 1, 2020 $42,000 55,000 75,000 $43,000 56,500 77,000 42,000 50,000 43,000 51,500 30,000 50,000 75,000 100,000 31,000 51,500 77,000 102,500 30,000 37,500 31,000 38,500 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 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). E:\FR\FM\20NON1.SGM 20NON1 64170 Federal Register / Vol. 84, No. 224 / Wednesday, November 20, 2019 / Notices 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. 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 ClosedEnd 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. The proposed removal of text relating to fees that are no longer applicable is ministerial in nature and has no substantive effect. 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 https://www.justice.gov/atr/ public/press_releases/2011/271214.htm. VerDate Sep<11>2014 17:21 Nov 19, 2019 Jkt 250001 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 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 • 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 (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 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 Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–25108 Filed 11–19–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–87542; File No. SR– NYSEArca–2019–81] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To Establish Generic Listing Standards for Derivative Securities Products That Are Permitted To Operate in Reliance on Rule 6c–11 Under the Investment Company Act of 1940 November 14, 2019. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the 11 17 10 15 PO 00000 U.S.C. 78s(b)(3)(A)(ii). Frm 00133 Fmt 4703 Sfmt 4703 1 15 CFR 200.30–3(a)(12). U.S.C.78s(b)(1). E:\FR\FM\20NON1.SGM 20NON1

Agencies

[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]


-----------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to 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 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 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\
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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:
---------------------------------------------------------------------------

    \4\ The proposed fee change reflects about 2.5% increase rounded 
to the nearest $500.

                      Global/Global Select Markets
------------------------------------------------------------------------
                                   Annual fee before      Annual fee
    Total shares outstanding         the proposed      effective January
                                        change              1, 2020
------------------------------------------------------------------------
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
------------------------------------------------------------------------


                             Capital Market
------------------------------------------------------------------------
                                   Annual fee before      Annual fee
    Total shares outstanding         the proposed      effective January
                                        change              1, 2020
------------------------------------------------------------------------
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\
---------------------------------------------------------------------------

    \5\ See footnote 3 above.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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 https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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
     Send an email to [email protected]. 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 (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 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\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

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


This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.