Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Certain Annual Listing Fees, 77324-77326 [2020-26499]
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77324
Federal Register / Vol. 85, No. 231 / Tuesday, December 1, 2020 / Notices
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–
BOX–2020–36 on the subject line.
Paper Comments
khammond on DSKJM1Z7X2PROD with NOTICES4
• 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–BOX–2020–36. 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–BOX–2020–36 and should
be submitted on or before December 22,
2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–26501 Filed 11–30–20; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–90519; File No. SR–
NASDAQ–2020–072]
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 25, 2020.
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
13, 2020, 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes a rule change
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, 2021.
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/nasdaq/rules, 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.
BILLING CODE 8011–01–P
1 15
17 17
CFR 200.30–3(a)(12).
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CFR 240.19b–4.
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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 $43,000 to $77,000; for
ADRs listed on the Capital Market the
all-inclusive annual fee ranges from
$43,000 to $51,500; and for Limited
Partnerships listed on the Capital
Market the all-inclusive annual fee
ranges from $31,000 to $38,500. 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 $46,000 to $159,000; for ADRs the
all-inclusive annual fee ranges from
$46,000 to $82,000; and for Limited
Partnerships the all-inclusive annual fee
ranges from $38,500 to $79,500. The allinclusive annual fee for Closed-end
Funds listed on any market tier ranges
from $31,000 to $102,500. 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,
2021:
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).
4 The proposed fee change reflects about a 2.5%
increase rounded to the nearest $500.
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77325
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 .......................................................................................................................
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, 2021
$46,000
56,500
77,000
102,500
128,000
138,500
159,000
$47,000
58,000
79,000
105,000
131,000
142,000
163,000
46,000
51,500
61,500
82,000
47,000
53,000
63,000
84,000
31,000
51,500
77,000
102,500
32,000
53,000
79,000
105,000
38,500
51,500
64,000
69,000
79,500
39,500
53,000
65,500
70,500
81,500
CAPITAL MARKET
Annual fee
before the
proposed change
Total shares outstanding
khammond on DSKJM1Z7X2PROD with NOTICES4
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 ....................................................................
Over10 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, 2021.
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
6 15
5 See
footnote 3 above.
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U.S.C. 78f(b).
U.S.C. 78f(b)(4) and (5).
Frm 00187
Fmt 4703
Sfmt 4703
Annual fee
effective
January 1, 2021
$43,000
56,500
77,000
$44,000
58,000
79,000
43,000
51,500
44,000
53,000
31,000
51,500
77,000
102,500
32,000
53,000
79,000
105,000
31,000
38,500
32,000
39,500
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
amend Listing Rules 5910(b)(2) and
5920(b)(2) to increase the various listing
fees 8 as set forth above because of the
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
Continued
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77326
Federal Register / Vol. 85, No. 231 / Tuesday, December 1, 2020 / Notices
increased costs incurred by Nasdaq
since it established the current rates. In
that regard, the Exchange notes that its
general costs to support our listed
companies have increased, including
due to price inflation. The Exchange
also continues to expand and improve
the services it provides to listed
companies as well as the technology
and the virtual experience available
with the Nasdaq MarketSite. Nasdaq has
also invested in a community-building
program for listed companies through
the creation of the Nasdaq Network,
which brings together industry leaders
in both public and private spheres, to
help Nasdaq’s clients and partners more
effectively connect with other industry
leaders and c-suite individuals for
partnership opportunities.
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 de
minimis 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.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act, 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.
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IV. Solicitation of Comments
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). Effective January 1, 2020, Nasdaq modified
the fee schedule 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. Securities
Exchange Act Release No. 87538 (November 14,
2019), 84 FR 64168 (November 20, 2019) (SR–
NASDAQ–2019–087).
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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:
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.
10 15 U.S.C. 78s(b)(3)(A)(ii).
PO 00000
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Fmt 4703
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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–2020–072 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–2020–072. 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–2020–072 and
should be submitted on or before
December 22, 2020.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–26499 Filed 11–30–20; 8:45 am]
BILLING CODE 8011–01–P
11 17
E:\FR\FM\01DEN1.SGM
CFR 200.30–3(a)(12).
01DEN1
]]>Agencies
[Federal Register Volume 85, Number 231 (Tuesday, December 1, 2020)]
[Notices]
[Pages 77324-77326]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-26499]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-90519; File No. SR-NASDAQ-2020-072]
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 25, 2020.
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 13, 2020, 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.
---------------------------------------------------------------------------
\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 a rule change 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,
2021.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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 $43,000 to $77,000; for ADRs listed on
the Capital Market the all-inclusive annual fee ranges from $43,000 to
$51,500; and for Limited Partnerships listed on the Capital Market the
all-inclusive annual fee ranges from $31,000 to $38,500. 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 $46,000 to $159,000; for ADRs the all-inclusive annual fee
ranges from $46,000 to $82,000; and for Limited Partnerships the all-
inclusive annual fee ranges from $38,500 to $79,500. The all-inclusive
annual fee for Closed-end Funds listed on any market tier ranges from
$31,000 to $102,500. In each case, a company's all-inclusive annual fee
is based on its total shares outstanding.\3\
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\3\ REITs are subject to the same fee schedule as other equity
securities; however for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. Similarly,
for the purpose of determining the total shares outstanding, fund
sponsors may aggregate shares outstanding of all Closed-End Funds in
the same fund family listed on the Nasdaq Global Market or the
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
---------------------------------------------------------------------------
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, 2021:
---------------------------------------------------------------------------
\4\ The proposed fee change reflects about a 2.5% increase
rounded to the nearest $500.
[[Page 77325]]
Global/Global Select Markets
------------------------------------------------------------------------
Annual fee Annual fee
Total shares outstanding before the effective
proposed change January 1, 2021
------------------------------------------------------------------------
Equity securities other than, in
part, ADRs, Closed-end Funds and
Limited Partnerships:
Up to 10 million shares....... $46,000 $47,000
10+ to 50 million shares...... 56,500 58,000
50+ to 75 million shares...... 77,000 79,000
75+ to 100 million shares..... 102,500 105,000
100+ to 125 million shares.... 128,000 131,000
125+ to 150 million shares.... 138,500 142,000
Over 150 million shares....... 159,000 163,000
ADRs:
Up to 10 million ADRs and 46,000 47,000
other listed equity
securities...................
10+ to 50 million ADRs and 51,500 53,000
other listed equity
securities...................
50+ to 75 million ADRs and 61,500 63,000
other listed equity
securities...................
Over 75 million ADRs and other 82,000 84,000
listed equity securities.....
Closed-end Funds:
Up to 50 million shares....... 31,000 32,000
50+ to 100 million shares..... 51,500 53,000
100+ to 250 million shares.... 77,000 79,000
Over 250 million shares....... 102,500 105,000
Limited Partnerships:
Up to 75 million shares....... 38,500 39,500
75+ to 100 million shares..... 51,500 53,000
100+ to 125 million shares.... 64,000 65,500
125+ to 150 million shares.... 69,000 70,500
Over 150 million shares....... 79,500 81,500
------------------------------------------------------------------------
Capital Market
------------------------------------------------------------------------
Annual fee Annual fee
Total shares outstanding before the effective
proposed change January 1, 2021
------------------------------------------------------------------------
Equity securities other than, in
part, ADRs, Closed-end Funds and
Limited Partnerships:
Up to 10 million shares....... $43,000 $44,000
10+ to 50 million shares...... 56,500 58,000
Over 50 million shares........ 77,000 79,000
ADRs:
Up to 10 million ADRs and 43,000 44,000
other listed equity
securities...................
Over10 million ADRs and other 51,500 53,000
listed equity securities.....
Closed-end Funds:
Up to 50 million shares....... 31,000 32,000
50+ to 100 million shares..... 51,500 53,000
100+ to 250 million shares.... 77,000 79,000
Over 250 million shares....... 102,500 105,000
Limited Partnerships:
Up to 75 million shares....... 31,000 32,000
Over 75 million shares........ 38,500 39,500
------------------------------------------------------------------------
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, 2021.
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
[[Page 77326]]
increased costs incurred by Nasdaq since it established the current
rates. In that regard, the Exchange notes that its general costs to
support our listed companies have increased, including due to price
inflation. The Exchange also continues to expand and improve the
services it provides to listed companies as well as the technology and
the virtual experience available with the Nasdaq MarketSite. Nasdaq has
also invested in a community-building program for listed companies
through the creation of the Nasdaq Network, which brings together
industry leaders in both public and private spheres, to help Nasdaq's
clients and partners more effectively connect with other industry
leaders and c-suite individuals for partnership opportunities.
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\8\ In 2014, Nasdaq adopted an all-inclusive annual listing fee
schedule to simplify, clarify and enhance transparency around the
annual fee to which listed companies are subject. See Securities
Exchange Act Release No. 73647 (November 19, 2014), 79 FR 70232
(November 25, 2014) (SR-NASDAQ-2014-87). Effective January 1, 2017,
Nasdaq reduced the fees for limited partnerships listed on Nasdaq.
See Securities Exchange Act Release No. 79770 (January 10, 2017), 82
FR 4947 (January 17, 2017) (SR-NASDAQ-2016-173). Effective January
1, 2019, Nasdaq modified the fee schedule for ADRs listed on Nasdaq,
including to subject ADRs to the same minimum fee as other companies
listing equity securities on the same tier of Nasdaq and to bring
the ADRs fees closer to the fees paid by other domestic and foreign
companies listing equity securities on Nasdaq. See Securities
Exchange Act Release No. 84880 (December 20, 2018), 83 FR 67374
(December 28, 2018) (SR-NASDAQ-2018-103). Effective January 1, 2020,
Nasdaq modified the fee schedule 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.
Securities Exchange Act Release No. 87538 (November 14, 2019), 84 FR
64168 (November 20, 2019) (SR-NASDAQ-2019-087).
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Nasdaq also believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees
while rounding the increase to the nearest $500 as set forth above
because such rounding represents de minimis variation in fees for
Nasdaq listed companies. In addition, Nasdaq has used the same
methodology since the adoption of the all-inclusive annual listing fee
schedule and all annual listing fees under Listing Rules 5910(b)(2) and
5920(b)(2) are rounded to $500.
The proposed change to update the maximum fee applicable to a
Closed-End Fund family and the maximum fee applicable to a REIT Family
to reflect the proposed fee change for other equity securities, as
described above, is not unfairly discriminatory because it merely
reflects the change in fees for other equity securities without
changing the substance of the rule.
Finally, Nasdaq notes that it operates in a highly competitive
market in which market participants can readily switch exchanges if
they deem the listing fees excessive.\9\ In such an environment, Nasdaq
must continually review its fees to assure that they remain
competitive.
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\9\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
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The proposed removal of text relating to fees that are no longer
applicable is ministerial in nature and has no substantive effect.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act, as amended. The market for
listing services is extremely competitive and listed companies may
freely choose alternative venues, both within the U.S. and
internationally. For this reason, Nasdaq does not believe that the
proposed rule change will result in any burden on competition for
listings.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\10\
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\10\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NASDAQ-2020-072 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-2020-072. 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-2020-072 and should be submitted
on or before December 22, 2020.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-26499 Filed 11-30-20; 8:45 am]
BILLING CODE 8011-01-P
