Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Exchange's All-Inclusive Annual Listing Fees for Exchange Traded Products, 391-394 [2019-28414]
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Federal Register / Vol. 85, No. 2 / Friday, January 3, 2020 / Notices
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–NYSEArca–2019–92 and
should be submitted on or before
January 24, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.36
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019–28411 Filed 1–2–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87870; File No. SR–
NASDAQ–2019–095]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify the
Exchange’s All-Inclusive Annual
Listing Fees for Exchange Traded
Products
jbell on DSKJLSW7X2PROD with NOTICES
December 30, 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 December
23, 2019, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘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.
36 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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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 the
Exchange’s all-inclusive annual listing
fees for exchange traded products under
Nasdaq Rule 5940(b). While changes
proposed herein are effective upon
filing, the Exchange has designated the
proposed amendments to be operative
on January 2, 2020. Therefore, any
exchange traded product that lists on
Nasdaq before January 2, 2020 will be
subject to the rule as in effect before this
amendment.3
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 (‘‘AllInclusive Annual Listing Fee’’) for
exchange traded products (‘‘ETPs’’)
under Nasdaq Rule 5940(b).4 As stated
in Nasdaq Rule 5940(b)(1), the issuer of
a series of Portfolio Depository Receipts,
Index Fund Shares, Managed Fund
Shares or other security listed under the
Nasdaq Rule 5700 Series where no other
fee schedule is specifically applicable
listed on The Nasdaq Global Market
pays to Nasdaq an All-Inclusive Annual
Listing Fee, calculated on total shares
outstanding (‘‘TSO’’) 5 and as set forth in
3 Nasdaq will maintain in its online rule book,
until January 2, 2020, a link to the text of the rule
as in effect before this amendment.
4 See Nasdaq Rule 5940(b).
5 In addition, proposed Nasdaq Rule 5940(b)(3)
would calculate TSO as ‘‘the aggregate number of
shares, issued by one or more Companies with the
same sponsor, of Portfolio Depository Receipts,
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391
Nasdaq Rule 5940(b)(1).6 The proposed
rule changes are designed to incentivize
issuers to list new products, transfer
existing products to the Exchange, and
retain listings on the Exchange, which
the Exchange believes will enhance
competition both among issuers and
listing venues, to the benefit of
investors. In addition, and as described
below, the proposed fee changes will
also allow for increased investment by
the Exchange into its ETP business and
allow for enhancements that will benefit
issuers of Nasdaq-listed ETPs and their
investors.
The fees in the current All-Inclusive
Annual Listing Fee schedule have
remained unchanged for more than 17
years since they were first adopted back
in 2002.7 The ETP world has evolved
greatly since 2002 when ETPs in the
U.S. numbered approximately 130 with
total net assets of $102 billion. Compare
this to 2018 when the number of ETPs
in the U.S. had grown to over 2,300 with
$3.37 trillion in total net assets.8
Under the current All-Inclusive
Annual Listing Fees schedule, included
below, there are 17 pricing tiers. The
tiers begin with the lowest pricing tier
of $6,500 for TSOs of up to 1 million to
the top pricing tier of $14,500 for TSOs
over 16 million.
As detailed in the charts below, the
proposed new fee schedule reduces the
number of pricing tiers from 17 to 10.
The 10 new proposed pricing tiers begin
with the lowest pricing tier of up to 1
million TSO to the top pricing tier for
over 250 million TSO. The proposed
All-Inclusive Annual Listing Fees range
from $6,000 to $50,000. In each case, the
All-Inclusive Annual Listing Fee will be
based on a sponsor’s 9 aggregate TSO.
As a result of the Exchange
simplifying the pricing tiers for its AllIndex Fund Shares, Managed Fund Shares or other
security listed under the Nasdaq Rule 5700 Series
where no other fee schedule is specifically
applicable, listed on The Nasdaq Global Market as
shown in the Company’s most recent periodic
report required to be filed with the Company’s
appropriate regulatory authority or in more recent
information held by Nasdaq. For purposes of this
rule, ‘‘sponsor’’ is defined as an investment adviser
(or investment advisers who are ‘‘affiliated persons’’
as defined in Section 2(a)(3) of the Investment
Company Act of 1940, as amended) to one or more
Companies.’’
6 See Nasdaq Rule 5940(b)(1).
7 See Securities Exchange Act Release No. 45920
(May 13, 2002), 67 FR 35605 (May 20, 2002) (SR–
NASD–2002–45).
8 See M. Sznuguera. Number of ETPs in the U.S.
2000–2018 (Mar. 15, 2019) (Graph); Total net assets
of ETFs in the U.S. 2002–2018 (May 10, 2019)
(Graph). Retrieved from Statista database.
9 As proposed, the term ‘‘sponsor’’ is defined as
an investment adviser (or investment advisers who
are ‘‘affiliated persons’’ as defined in Section 2(a)(3)
of the Investment Company Act of 1940, as
amended) to one or more Companies.
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Federal Register / Vol. 85, No. 2 / Friday, January 3, 2020 / Notices
Inclusive Annual Fee for ETPs by
reducing their number from 17 to 10,
some sponsors may pay more while
others may pay the same or less.
Specifically, the Exchange will charge
an All-Inclusive Annual Listing Fee for
ETPs with the fewest total shares
outstanding (sponsors with up to 1
million TSO) of $500 less.10 Sponsors in
the next proposed pricing tier of 1+ to
5 million shares TSO will pay from
$1,000 less to $500 more. Sponsors in
the next proposed pricing tier of 5+ to
10 million shares TSO will pay from
$1,000 less to $1,000 more. Put another
way, sponsors with a TSO up to the
current TSO tier of 10 million will see
a minimal change to their All-Inclusive
Annual Listing Fees ranging from
$1,000 less to $1,000 more. Sponsors in
the remaining proposed pricing tiers
will pay more than in the current
pricing schedule.
The current All-Inclusive Annual Fee
for ETPs listed on The Nasdaq Global
Market are as follows:
EXCHANGE TRADED PRODUCTS
Up to 1 million shares .....................
1+ to 2 million shares ......................
2+ to 3 million shares ......................
3+ to 4 million shares ......................
4+ to 5 million shares ......................
5+ to 6 million shares ......................
6+ to 7 million shares ......................
7+ to 8 million shares ......................
8+ to 9 million shares ......................
9+ to 10 million shares ....................
10+ to 11 million shares ..................
11+ to 12 million shares ..................
12+ to 13 million shares ..................
13+ to 14 million shares ..................
14+ to 15 million shares ..................
15+ to 16 million shares ..................
Over 16 million shares ....................
$6,500
7,000
7,500
8,000
8,500
9,000
9,500
10,000
10,500
11,000
11,500
12,000
12,500
13,000
13,500
14,000
14,500
The proposed All-Inclusive Annual
Fee for ETPs listed on The Nasdaq
Global Market are as follows and
effective January 2, 2020:
EXCHANGE TRADED PRODUCTS
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Up to 1 million shares .....................
1+ to 5 million shares ......................
5+ to 10 million shares ....................
10+ to 25 million shares ..................
25+ to 50 million shares ..................
50+ to 75 million shares ..................
75+ to 100 million shares ................
100+ to 150 million shares ..............
150+ to 250 million shares ..............
250+ million shares .........................
$6,000
7,500
10,000
15,000
20,000
25,000
30,000
35,000
40,000
50,000
As described below, Nasdaq believes
that the aforementioned proposed fee
changes better reflect the value provided
by the Exchange to issuers of ETPs.
Nasdaq also proposes a change to
Nasdaq Rule 5940(b)(3) as to how the
Exchange calculates ‘‘total shares
10 The All-Inclusive Annual Listing Fee would
drop from $6,500 to $6,000.
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outstanding’’ by aggregating the number
of shares of all Portfolio Depository
Receipts, Index Fund Shares, Managed
Fund Shares or other security listed
under the Nasdaq Rule 5700 Series
where no other fee schedule is
specifically applicable, issued by one or
more Companies 11 with the same
sponsor, listed on The Nasdaq Global
Market, and to ensure that the AllInclusive Annual Listing Fees under
Nasdaq Rule 5940(b)(1) are calculated
correctly.12 Additionally, Nasdaq
proposes to amend Nasdaq Rule
5940(b)(3) to define the term ‘‘sponsor’’
for the purposes of assessing the fees in
Nasdaq Rule 5940(b)(1).13 Nasdaq
believes the term ‘‘sponsor’’ is a
frequently used term throughout the
investment community to refer to the
entity that oversees the issuers of ETPs
and that the inclusion in the proposed
rule language clarifies Nasdaq’s method
for calculating the All-Inclusive Annual
Fee.
Nasdaq proposes to amend Nasdaq
Rule 5940(b)(5) to clarify the application
of the rule for market participants.
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.
Implementation Date
While these changes are effective
upon filing, Nasdaq has designated the
proposed amendments to be operative
on January 2, 2020.14
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,15 in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5)
of the Act,16 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 the proposed
rule change is a reasonable, fair and
11 Nasdaq Rule 5005(a)(6) defines ‘‘Company’’ as
‘‘the issuer of a security listed or applying to list
on Nasdaq. For purposes of the Nasdaq Rule 5000
Series, the term ‘‘Company’’ includes an issuer that
is not incorporated, such as, for example, a limited
partnership.’’
12 This change will not result in any impact on
sponsors because it reflects the Exchange’s current
practice.
13 See supra note 9.
14 Nasdaq will maintain in its online rule book,
until January 2, 2020, a link to the text of the rule
as in effect before this amendment.
15 15 U.S.C. 78f(b).
16 15 U.S.C. 78f(b)(4) and (5).
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equitable, and not unfairly
discriminatory allocation of fees and
other charges because the All-Inclusive
Annual Fee for ETPs, as amended,
provides sponsors with a fair and
economical way to list multiple ETPs
without incurring significant additional
cost. Overall, Nasdaq believes that the
proposed rule change is a reasonable
attempt to attract new issuers and
sponsors, retain existing listings on the
Exchange, and is reasonable and
necessary to support the enhanced
services provided by the Exchange to
issuers of ETPs and as discussed below.
As discussed above, sponsors with an
aggregate TSO up to the current TSO
tier of 10 million will see a minimal
change to their All-Inclusive Annual
Listing Fees ranging from $1,000 less to
$1,000 more, while sponsors in the
remaining proposed pricing tiers will
pay more than in the current pricing
schedule. Nasdaq believes charging a
lower or slightly modified All-Inclusive
Annual Fee for sponsors with smaller
aggregate TSOs will serve to continue to
encourage sponsors of smaller and new
to market ETPs to list on the Exchange.
Although there will be some fluctuation
as to the amount sponsors will pay
within the proposed lower TSO pricing
tiers as compared with what sponsors
currently pay under the lower TSO
pricing tiers (generally, a relatively
small amount more or a small amount
less), as previously stated, this is to
some extent a result of reducing the
current 17 pricing tiers down to 10
pricing tiers. The Exchange also believes
that the reduction in the overall number
of pricing tiers will serve to simplify,
lessen confusion and increase the ease
of use of the All-Inclusive Annual Fee
schedule.
The Exchange also believes that it is
a reasonable, fair and equitable, and not
unfairly discriminatory allocation of
fees and other charges to increase the
All-Inclusive Annual Listing Fee for the
other sponsors, as noted above and as
set forth in the chart above, because of
the increased value provided by the
Exchange to issuers of ETPs since the
Exchange first established the current
rates over 17 years ago when the
number of ETPs and the total net assets
of exchange traded funds was much
smaller.17 Nasdaq also believes it is not
unfairly discriminatory to charge a
higher All-Inclusive Annual Listing Fee
for sponsors with a higher TSO because
these proposed fees will be provided on
an equal basis to all sponsors within the
same TSO pricing tier. Additionally, the
Exchange believes it is reasonable, fair
and equitable, and not unfairly
17 See
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supra note 8.
03JAN1
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Federal Register / Vol. 85, No. 2 / Friday, January 3, 2020 / Notices
discriminatory for sponsors with larger
TSOs to pay more since the Exchange
expends more resources on these
sponsors.
The Exchange notes that its general
costs have increased, including due to
price inflation. In addition, the
Exchange continues to improve the
value it provides to issuers of Nasdaqlisted ETPs through enhanced services.
These improvements include the
continued development and
enhancement of Nasdaq’s online tools,
including the Nasdaq Listing Center and
Reference Library, to the benefit of
issuers of Nasdaq-listed ETPs and
prospective investors. In addition, the
proposed increase will help Nasdaq
continue to invest in these initiatives
and its regulatory programs. The
proposed fee change will also allow for
increased investment by the Exchange
into its ETP business, including
operational support, reporting resources
and trading market enhancements,
which will benefit issuers of Nasdaqlisted ETPs and their investors.
Nasdaq notes that it operates in a
highly competitive market in which
issuers can readily switch exchanges for
their ETPs if they deem its All-Inclusive
Annual Listing Fees excessive. In such
an environment, Nasdaq must
continually review its fees to assure that
they remain competitive. As stated
above, Nasdaq believes its All-Inclusive
Annual Fee for ETPs, as amended, is a
reasonable, fair and equitable, and not
unfairly discriminatory allocation of
fees and other charges since, in totality,
it results in issuer fees that are very
competitive with its competition in this
space. Nasdaq notes that changes to its
issuer fees can have a direct effect on
the ability of the Exchange to compete
for new listings and retain existing
listings and serves to constrain such
fees.
The Exchange also believes that the
proposed change to Nasdaq Rule
5940(b)(3) as to the term ‘‘total shares
outstanding’’ by aggregating the number
of shares of all Portfolio Depository
Receipts, Index Fund Shares, Managed
Fund Shares or other security listed
under the Nasdaq Rule 5700 Series
where no other fee schedule is
specifically applicable, issued by one or
more Companies with the same sponsor,
listed on The Nasdaq Global Market, to
ensure that the calculation of the AllInclusive Annual Listing Fees under
Nasdaq Rule 5940(b)(1) reflects the
Exchange’s current practice,18 is
consistent with Section 6(b)(5) of the
Act to remove impediments to and
perfect the mechanism of a free and
18 See
supra note 12.
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open market and a national market
system, and, in general, to protect
investors and the public interest
because it will increase the transparency
of the assessment of the All-Inclusive
Annual Listing Fees.
In addition, the Exchange believes
that the proposed change to Nasdaq
Rule 5940(b)(3) as to the term ‘‘sponsor’’
to define it as an investment adviser (or
investment advisers who are ‘‘affiliated
persons’’ as defined in Section 2(a)(3) of
the Investment Company Act of 1940, as
amended) to one or more Companies, is
consistent with Section 6(b)(5) of the
Act to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest
because it increases the clarity of the
rule.
Additionally, Nasdaq believes the
proposed change to Nasdaq Rule
5940(b)(5) is consistent with Section
6(b)(5) of the Act to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest because it clarifies the
application of the rule for market
participants.
The proposed removal of rule 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 ETPs is
competitive and sponsors may freely
choose alternative venues. The proposal
is a competitive proposal designed to
implement pricing that better reflects
the value, revenue and expenses
associated with listing ETPs on the
Exchange. Nasdaq notes that changes to
its issuer fees can have a direct effect on
the ability of the Exchange to compete
for new listings and retain existing
listings and serves to constrain such
fees. For these reasons, Nasdaq does not
believe that the proposed rule change
will result in any undue burden on
competition for listing ETPs.
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.
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393
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.19
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–2019–095 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–2019–095. 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,
19 15
E:\FR\FM\03JAN1.SGM
U.S.C. 78s(b)(3)(A)(ii).
03JAN1
394
Federal Register / Vol. 85, No. 2 / Friday, January 3, 2020 / Notices
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–2019–095 and
should be submitted on or before
January 24, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.20
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019–28414 Filed 1–2–20; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87867; File No. SR–
NYSEArca–2019–96]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change To Adopt NYSE Arca
Rule 8.602–E To Permit the Listing and
Trading of Actively Managed Solution
Shares and To List and Trade Two
Series of Actively Managed Solution
Shares Issued by the American
Century ETF Trust Under Proposed
NYSE Arca Rule 8.602–E
December 30, 2019.
jbell on DSKJLSW7X2PROD with NOTICES
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
23, 2019, NYSE Arca, Inc. (‘‘NYSE
Arca’’ or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘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 adopt a
new NYSE Arca Rule 8.602–E to permit
it to list and trade Actively Managed
20 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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17:29 Jan 02, 2020
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Solution Shares, which are shares of
actively managed exchange-traded
funds for which the portfolio is
disclosed in accordance with standard
mutual fund disclosure rules. In
addition, the Exchange proposes to list
and trade shares of the following under
proposed NYSE Arca Rule 8.602–E:
American Century Mid Cap Growth
Impact ETF and American Century
Sustainable Equity ETF. The proposed
change is available on the Exchange’s
website at www.nyse.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to add new
NYSE Arca Rule 8.602–E for the
purpose of permitting the listing and
trading, or trading pursuant to unlisted
trading privileges (‘‘UTP’’), of Actively
Managed Solution Shares, which are
securities issued by an actively managed
open-end investment management
company. The Exchange also proposes
to list and trade shares (‘‘Shares’’) of the
following under proposed NYSE Arca
Rule 8.602–E: American Century Mid
Cap Growth Impact ETF and American
Century Sustainable Equity ETF (each a
‘‘Fund’’ and, collectively, the ‘‘Funds’’).
Proposed Listing Rules
Proposed Rule 8.602–E (a) provides
that the Exchange will consider for
trading, whether by listing or pursuant
to UTP, Actively Managed Solution
Shares that meet the criteria of Rule
8.602–E.
Proposed Rule 8.602–E (b) provides
that Rule 8.602–E is applicable only to
Actively Managed Solution Shares and
that, except to the extent inconsistent
with Rule 8.602–E, or unless the context
otherwise requires, the rules and
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Sfmt 4703
procedures of the Exchange’s Board of
Directors shall be applicable to the
trading on the Exchange of such
securities. Proposed Rule 8.602–E (b)
provides further that Actively Managed
Solution Shares are included within the
definition of ‘‘security’’ or ‘‘securities’’
as such terms are used in the Rules of
the Exchange.
Proposed Rule 8.602–E(c)(1) defines
the term ‘‘Actively Managed Solution
Shares’’ as a security that (a) represents
an interest in a registered investment
company (‘‘Investment Company’’)
organized as an open-end management
investment company that invests in a
portfolio of securities selected by the
Investment Company’s investment
adviser consistent with the Investment
Company’s investment objectives and
policies; (b) is issued in a specified
aggregate minimum number of shares
equal to a Creation Unit, or multiples
thereof, in return for a designated
portfolio of securities (and/or an amount
of cash) with a value equal to the next
determined net asset value; and (c)
when aggregated in the same specified
aggregate number of shares, or multiples
thereof, may be redeemed at the request
of an Authorized Participant (as defined
in the applicable Investment Company
prospectus), which Authorized
Participant will be paid a portfolio of
securities and/or cash with a value
equal to the next determined net asset
value (‘‘NAV’’).
Proposed Rule 8.602–E(c)(2) defines
the term ‘‘Actual Portfolio’’ as the
aggregation of securities held by a series
of Actively Managed Solution Shares,
which aggregation is periodically
disclosed in accordance with
requirements applicable to open-end
management investment companies
registered under the Investment
Company Act of 1940 (‘‘1940 Act’’).
Proposed Rule 8.602–E(c)(3) defines
the term ‘‘Proxy Portfolio’’ as a basket of
cash and securities that differs from the
Actual Portfolio of a series of Actively
Managed Solution Shares and that is
intended to closely track the daily
performance of the Actual Portfolio on
any trading day. The Proxy Portfolio
will be disseminated each business day
on the website for each series of
Actively Managed Solution Shares.
Proposed Rule 8.602–E(c)(4) defines
the term ‘‘Creation Unit’’ as a specified
minimum number of Actively Managed
Solution Shares issued by an Investment
Company at the request of an
Authorized Participant in return for a
designated portfolio of securities (and/
or an amount of cash) specified each
day and a specified minimum number
of Actively Managed Solution Shares
that may be redeemed to an Investment
E:\FR\FM\03JAN1.SGM
03JAN1
]]>Agencies
[Federal Register Volume 85, Number 2 (Friday, January 3, 2020)]
[Notices]
[Pages 391-394]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-28414]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87870; File No. SR-NASDAQ-2019-095]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify the Exchange's All-Inclusive Annual Listing Fees for Exchange
Traded Products
December 30, 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 December 23, 2019, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``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 the Exchange's all-inclusive annual
listing fees for exchange traded products under Nasdaq Rule 5940(b).
While changes proposed herein are effective upon filing, the Exchange
has designated the proposed amendments to be operative on January 2,
2020. Therefore, any exchange traded product that lists on Nasdaq
before January 2, 2020 will be subject to the rule as in effect before
this amendment.\3\
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\3\ Nasdaq will maintain in its online rule book, until January
2, 2020, a link to the text of the rule as in effect before this
amendment.
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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 (``All-Inclusive Annual Listing
Fee'') for exchange traded products (``ETPs'') under Nasdaq Rule
5940(b).\4\ As stated in Nasdaq Rule 5940(b)(1), the issuer of a series
of Portfolio Depository Receipts, Index Fund Shares, Managed Fund
Shares or other security listed under the Nasdaq Rule 5700 Series where
no other fee schedule is specifically applicable listed on The Nasdaq
Global Market pays to Nasdaq an All-Inclusive Annual Listing Fee,
calculated on total shares outstanding (``TSO'') \5\ and as set forth
in Nasdaq Rule 5940(b)(1).\6\ The proposed rule changes are designed to
incentivize issuers to list new products, transfer existing products to
the Exchange, and retain listings on the Exchange, which the Exchange
believes will enhance competition both among issuers and listing
venues, to the benefit of investors. In addition, and as described
below, the proposed fee changes will also allow for increased
investment by the Exchange into its ETP business and allow for
enhancements that will benefit issuers of Nasdaq-listed ETPs and their
investors.
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\4\ See Nasdaq Rule 5940(b).
\5\ In addition, proposed Nasdaq Rule 5940(b)(3) would calculate
TSO as ``the aggregate number of shares, issued by one or more
Companies with the same sponsor, of Portfolio Depository Receipts,
Index Fund Shares, Managed Fund Shares or other security listed
under the Nasdaq Rule 5700 Series where no other fee schedule is
specifically applicable, listed on The Nasdaq Global Market as shown
in the Company's most recent periodic report required to be filed
with the Company's appropriate regulatory authority or in more
recent information held by Nasdaq. For purposes of this rule,
``sponsor'' is defined as an investment adviser (or investment
advisers who are ``affiliated persons'' as defined in Section
2(a)(3) of the Investment Company Act of 1940, as amended) to one or
more Companies.''
\6\ See Nasdaq Rule 5940(b)(1).
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The fees in the current All-Inclusive Annual Listing Fee schedule
have remained unchanged for more than 17 years since they were first
adopted back in 2002.\7\ The ETP world has evolved greatly since 2002
when ETPs in the U.S. numbered approximately 130 with total net assets
of $102 billion. Compare this to 2018 when the number of ETPs in the
U.S. had grown to over 2,300 with $3.37 trillion in total net
assets.\8\
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\7\ See Securities Exchange Act Release No. 45920 (May 13,
2002), 67 FR 35605 (May 20, 2002) (SR-NASD-2002-45).
\8\ See M. Sznuguera. Number of ETPs in the U.S. 2000-2018 (Mar.
15, 2019) (Graph); Total net assets of ETFs in the U.S. 2002-2018
(May 10, 2019) (Graph). Retrieved from Statista database.
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Under the current All-Inclusive Annual Listing Fees schedule,
included below, there are 17 pricing tiers. The tiers begin with the
lowest pricing tier of $6,500 for TSOs of up to 1 million to the top
pricing tier of $14,500 for TSOs over 16 million.
As detailed in the charts below, the proposed new fee schedule
reduces the number of pricing tiers from 17 to 10. The 10 new proposed
pricing tiers begin with the lowest pricing tier of up to 1 million TSO
to the top pricing tier for over 250 million TSO. The proposed All-
Inclusive Annual Listing Fees range from $6,000 to $50,000. In each
case, the All-Inclusive Annual Listing Fee will be based on a sponsor's
\9\ aggregate TSO.
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\9\ As proposed, the term ``sponsor'' is defined as an
investment adviser (or investment advisers who are ``affiliated
persons'' as defined in Section 2(a)(3) of the Investment Company
Act of 1940, as amended) to one or more Companies.
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As a result of the Exchange simplifying the pricing tiers for its
All-
[[Page 392]]
Inclusive Annual Fee for ETPs by reducing their number from 17 to 10,
some sponsors may pay more while others may pay the same or less.
Specifically, the Exchange will charge an All-Inclusive Annual Listing
Fee for ETPs with the fewest total shares outstanding (sponsors with up
to 1 million TSO) of $500 less.\10\ Sponsors in the next proposed
pricing tier of 1+ to 5 million shares TSO will pay from $1,000 less to
$500 more. Sponsors in the next proposed pricing tier of 5+ to 10
million shares TSO will pay from $1,000 less to $1,000 more. Put
another way, sponsors with a TSO up to the current TSO tier of 10
million will see a minimal change to their All-Inclusive Annual Listing
Fees ranging from $1,000 less to $1,000 more. Sponsors in the remaining
proposed pricing tiers will pay more than in the current pricing
schedule.
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\10\ The All-Inclusive Annual Listing Fee would drop from $6,500
to $6,000.
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The current All-Inclusive Annual Fee for ETPs listed on The Nasdaq
Global Market are as follows:
Exchange Traded Products
Up to 1 million shares.................................. $6,500
1+ to 2 million shares.................................. 7,000
2+ to 3 million shares.................................. 7,500
3+ to 4 million shares.................................. 8,000
4+ to 5 million shares.................................. 8,500
5+ to 6 million shares.................................. 9,000
6+ to 7 million shares.................................. 9,500
7+ to 8 million shares.................................. 10,000
8+ to 9 million shares.................................. 10,500
9+ to 10 million shares................................. 11,000
10+ to 11 million shares................................ 11,500
11+ to 12 million shares................................ 12,000
12+ to 13 million shares................................ 12,500
13+ to 14 million shares................................ 13,000
14+ to 15 million shares................................ 13,500
15+ to 16 million shares................................ 14,000
Over 16 million shares.................................. 14,500
------------------------------------------------------------------------
The proposed All-Inclusive Annual Fee for ETPs listed on The Nasdaq
Global Market are as follows and effective January 2, 2020:
Exchange Traded Products
Up to 1 million shares.................................. $6,000
1+ to 5 million shares.................................. 7,500
5+ to 10 million shares................................. 10,000
10+ to 25 million shares................................ 15,000
25+ to 50 million shares................................ 20,000
50+ to 75 million shares................................ 25,000
75+ to 100 million shares............................... 30,000
100+ to 150 million shares.............................. 35,000
150+ to 250 million shares.............................. 40,000
250+ million shares..................................... 50,000
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As described below, Nasdaq believes that the aforementioned
proposed fee changes better reflect the value provided by the Exchange
to issuers of ETPs.
Nasdaq also proposes a change to Nasdaq Rule 5940(b)(3) as to how
the Exchange calculates ``total shares outstanding'' by aggregating the
number of shares of all Portfolio Depository Receipts, Index Fund
Shares, Managed Fund Shares or other security listed under the Nasdaq
Rule 5700 Series where no other fee schedule is specifically
applicable, issued by one or more Companies \11\ with the same sponsor,
listed on The Nasdaq Global Market, and to ensure that the All-
Inclusive Annual Listing Fees under Nasdaq Rule 5940(b)(1) are
calculated correctly.\12\ Additionally, Nasdaq proposes to amend Nasdaq
Rule 5940(b)(3) to define the term ``sponsor'' for the purposes of
assessing the fees in Nasdaq Rule 5940(b)(1).\13\ Nasdaq believes the
term ``sponsor'' is a frequently used term throughout the investment
community to refer to the entity that oversees the issuers of ETPs and
that the inclusion in the proposed rule language clarifies Nasdaq's
method for calculating the All-Inclusive Annual Fee.
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\11\ Nasdaq Rule 5005(a)(6) defines ``Company'' as ``the issuer
of a security listed or applying to list on Nasdaq. For purposes of
the Nasdaq Rule 5000 Series, the term ``Company'' includes an issuer
that is not incorporated, such as, for example, a limited
partnership.''
\12\ This change will not result in any impact on sponsors
because it reflects the Exchange's current practice.
\13\ See supra note 9.
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Nasdaq proposes to amend Nasdaq Rule 5940(b)(5) to clarify the
application of the rule for market participants. 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.
Implementation Date
While these changes are effective upon filing, Nasdaq has
designated the proposed amendments to be operative on January 2,
2020.\14\
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\14\ Nasdaq will maintain in its online rule book, until January
2, 2020, a link to the text of the rule as in effect before this
amendment.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\15\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\16\ 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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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(4) and (5).
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Nasdaq believes that the proposed rule change is a reasonable, fair
and equitable, and not unfairly discriminatory allocation of fees and
other charges because the All-Inclusive Annual Fee for ETPs, as
amended, provides sponsors with a fair and economical way to list
multiple ETPs without incurring significant additional cost. Overall,
Nasdaq believes that the proposed rule change is a reasonable attempt
to attract new issuers and sponsors, retain existing listings on the
Exchange, and is reasonable and necessary to support the enhanced
services provided by the Exchange to issuers of ETPs and as discussed
below.
As discussed above, sponsors with an aggregate TSO up to the
current TSO tier of 10 million will see a minimal change to their All-
Inclusive Annual Listing Fees ranging from $1,000 less to $1,000 more,
while sponsors in the remaining proposed pricing tiers will pay more
than in the current pricing schedule. Nasdaq believes charging a lower
or slightly modified All-Inclusive Annual Fee for sponsors with smaller
aggregate TSOs will serve to continue to encourage sponsors of smaller
and new to market ETPs to list on the Exchange. Although there will be
some fluctuation as to the amount sponsors will pay within the proposed
lower TSO pricing tiers as compared with what sponsors currently pay
under the lower TSO pricing tiers (generally, a relatively small amount
more or a small amount less), as previously stated, this is to some
extent a result of reducing the current 17 pricing tiers down to 10
pricing tiers. The Exchange also believes that the reduction in the
overall number of pricing tiers will serve to simplify, lessen
confusion and increase the ease of use of the All-Inclusive Annual Fee
schedule.
The Exchange also believes that it is a reasonable, fair and
equitable, and not unfairly discriminatory allocation of fees and other
charges to increase the All-Inclusive Annual Listing Fee for the other
sponsors, as noted above and as set forth in the chart above, because
of the increased value provided by the Exchange to issuers of ETPs
since the Exchange first established the current rates over 17 years
ago when the number of ETPs and the total net assets of exchange traded
funds was much smaller.\17\ Nasdaq also believes it is not unfairly
discriminatory to charge a higher All-Inclusive Annual Listing Fee for
sponsors with a higher TSO because these proposed fees will be provided
on an equal basis to all sponsors within the same TSO pricing tier.
Additionally, the Exchange believes it is reasonable, fair and
equitable, and not unfairly
[[Page 393]]
discriminatory for sponsors with larger TSOs to pay more since the
Exchange expends more resources on these sponsors.
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\17\ See supra note 8.
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The Exchange notes that its general costs have increased, including
due to price inflation. In addition, the Exchange continues to improve
the value it provides to issuers of Nasdaq-listed ETPs through enhanced
services. These improvements include the continued development and
enhancement of Nasdaq's online tools, including the Nasdaq Listing
Center and Reference Library, to the benefit of issuers of Nasdaq-
listed ETPs and prospective investors. In addition, the proposed
increase will help Nasdaq continue to invest in these initiatives and
its regulatory programs. The proposed fee change will also allow for
increased investment by the Exchange into its ETP business, including
operational support, reporting resources and trading market
enhancements, which will benefit issuers of Nasdaq-listed ETPs and
their investors.
Nasdaq notes that it operates in a highly competitive market in
which issuers can readily switch exchanges for their ETPs if they deem
its All-Inclusive Annual Listing Fees excessive. In such an
environment, Nasdaq must continually review its fees to assure that
they remain competitive. As stated above, Nasdaq believes its All-
Inclusive Annual Fee for ETPs, as amended, is a reasonable, fair and
equitable, and not unfairly discriminatory allocation of fees and other
charges since, in totality, it results in issuer fees that are very
competitive with its competition in this space. Nasdaq notes that
changes to its issuer fees can have a direct effect on the ability of
the Exchange to compete for new listings and retain existing listings
and serves to constrain such fees.
The Exchange also believes that the proposed change to Nasdaq Rule
5940(b)(3) as to the term ``total shares outstanding'' by aggregating
the number of shares of all Portfolio Depository Receipts, Index Fund
Shares, Managed Fund Shares or other security listed under the Nasdaq
Rule 5700 Series where no other fee schedule is specifically
applicable, issued by one or more Companies with the same sponsor,
listed on The Nasdaq Global Market, to ensure that the calculation of
the All-Inclusive Annual Listing Fees under Nasdaq Rule 5940(b)(1)
reflects the Exchange's current practice,\18\ is consistent with
Section 6(b)(5) of the Act to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest because it
will increase the transparency of the assessment of the All-Inclusive
Annual Listing Fees.
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\18\ See supra note 12.
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In addition, the Exchange believes that the proposed change to
Nasdaq Rule 5940(b)(3) as to the term ``sponsor'' to define it as an
investment adviser (or investment advisers who are ``affiliated
persons'' as defined in Section 2(a)(3) of the Investment Company Act
of 1940, as amended) to one or more Companies, is consistent with
Section 6(b)(5) of the Act to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest because it
increases the clarity of the rule.
Additionally, Nasdaq believes the proposed change to Nasdaq Rule
5940(b)(5) is consistent with Section 6(b)(5) of the Act to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest because it clarifies the application of the rule for
market participants.
The proposed removal of rule 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 ETPs is competitive and sponsors may freely choose alternative
venues. The proposal is a competitive proposal designed to implement
pricing that better reflects the value, revenue and expenses associated
with listing ETPs on the Exchange. Nasdaq notes that changes to its
issuer fees can have a direct effect on the ability of the Exchange to
compete for new listings and retain existing listings and serves to
constrain such fees. For these reasons, Nasdaq does not believe that
the proposed rule change will result in any undue burden on competition
for listing ETPs.
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.\19\
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\19\ 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
Send an email to [email protected]. Please include
File Number SR-NASDAQ-2019-095 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-2019-095. 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,
[[Page 394]]
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-2019-095 and should
be submitted on or before January 24, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-28414 Filed 1-2-20; 8:45 am]
BILLING CODE 8011-01-P
