Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Certain Annual Listing Fees To Be Implemented on January 1, 2022, 70156-70159 [2021-26624]
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Federal Register / Vol. 86, No. 234 / Thursday, December 9, 2021 / Notices
hours (931,799 multiplied by 0.16
hours/demonstration).6
III. Pre-Borrow Notification
Requirement: As of December 31, 2020,
there were 127 participants of NSCC
that were registered as broker-dealers. If
a participant of a registered clearing
agency has a fail to deliver position in
an equity security, the participant must
determine whether the fail to deliver
position was closed out in accordance
with Rule 204(a). The Commission
estimates that a participant of a
registered clearing agency will have to
make such determination with respect
to approximately 59 equity securities
per day.7 The Commission estimates a
total of 1,895,729 potential notifications
in accordance with Rule 204(c) across
all participants per year (127 brokerdealer participants notifying brokerdealers once per day on 59 securities,
multiplied by 253 trading days in 2020).
The total estimated annual burden
hours per year will be approximately
303,317 burden hours (1,895,729
multiplied by 0.16 hours/notification).8
IV. Certification Requirement: As of
December 31, 2020, there were 3,551
registered broker-dealers. Each of these
broker-dealers may clear trades through
a participant of a registered clearing
agency. If the broker-dealer determines
that it has not incurred a fail to deliver
position on settlement date for a long or
short sale in an equity security for
which the participant has a fail to
deliver position at a registered clearing
agency or has purchased or borrowed
securities in accordance with the prefail credit provision of Rule 204(e), the
Commission estimates that a brokerdealer could have to make such
determination with respect to
approximately 2.1 securities per day.9
The Commission estimates that each
such registered broker-dealer could have
to certify to a participant that the
broker-dealer has not incurred a fail to
deliver position on settlement date for a
long or short sale in an equity security
for which the participant has a fail to
deliver position at a registered clearing
agency or, alternatively, that the brokerdealer is in compliance with the
requirements set forth in the pre-fail
credit provision of Rule 204(e),
1,886,646 times per year (3,551
registered broker-dealers certifying once
per day on 2.1 securities, multiplied by
253 trading days in 2020). The total
approximate estimated annual burden
hours per year will be approximately
301,864 burden hours (1,886,646
supra note 4.
supra note 5.
8 See supra note 4.
9 See supra note 2.
multiplied by 0.16 hours/
certification).10
V. Pre-Fail Credit Demonstration
Requirement: As of December 31, 2020,
there were 3,551 registered brokerdealers. If a broker-dealer purchased or
borrowed securities in accordance with
the conditions specified in Rule 204(e)
and determined that it had a net long
position or net flat position on the
settlement day for which the brokerdealer is claiming pre-fail credit, the
Commission estimates that a brokerdealer could have to make such
determination with respect to
approximately 2.1 securities per day.11
The Commission estimates that the total
number of times per year that such
registered broker-dealers could have to
demonstrate on their respective books
and records that the broker-dealer has a
net long position or net flat position on
the settlement day for which the brokerdealer is claiming pre-fail credit is
1,886,646 times per year (3,551
registered broker-dealers checking for
compliance once per day on 2.1 equity
securities, multiplied by 253 trading
days in 2020). The total approximate
estimated annual burden hours per year
will be 301,864 burden hours (1,886,646
multiplied by 0.16 hours/
demonstration).12
The total aggregate annual burden for
the collection of information undertaken
pursuant to all five provisions is thus
1,357,997 hours per year (301,864 +
149,088 + 303,317 + 301,864 + 301,864).
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information to be collected; and
(d) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Director/Chief
6 See
7 See
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17:41 Dec 08, 2021
supra note 4.
supra note 2.
12 See supra note 4.
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
Mailbox@sec.gov.
Dated: December 6, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–26675 Filed 12–8–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34 93713 File No. SR–
NASDAQ–2021–091]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify
Certain Annual Listing Fees To Be
Implemented on January 1, 2022
December 3, 2021.
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
22, 2021, 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 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, 2022.
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
10 See
11 See
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
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statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to modify the Exchange’s allinclusive annual listing fees for all
domestic and foreign companies listing
equity securities covered by Listing
Rules 5910 and 5920 on the Nasdaq
Global Select, Global and Capital
Markets.
Currently, for companies listed on the
Capital Market, other than, in part,
ADRs, Closed-end Funds and Limited
Partnerships, the all-inclusive annual
fee ranges from $44,000 to $79,000; for
ADRs listed on the Capital Market the
all-inclusive annual fee ranges from
$44,000 to $53,000; and for Limited
Partnerships listed on the Capital
Market the all-inclusive annual fee
ranges from $32,000 to $39,500. 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
70157
from $47,000 to $163,000; for ADRs the
all-inclusive annual fee ranges from
$47,000 to $84,000; and for Limited
Partnerships the all-inclusive annual fee
ranges from $39,500 to $81,500. The allinclusive annual fee for Closed-end
Funds listed on any market tier ranges
from $32,000 to $105,000. In each case,
a company’s all-inclusive annual fee is
based on its total shares outstanding.3
Nasdaq proposes to amend the allinclusive annual fee for all domestic
and foreign companies listing equity
securities on the Nasdaq Global Select,
Global and Capital Markets to the
following amounts,4 effective January 1,
2022:
GLOBAL/GLOBAL SELECT MARKETS
Annual fee
before the
proposed
change
Total shares outstanding
Equity securities other than, in part, ADRs, Closedend Funds and Limited Partnerships.
ADRs ........................................................................
Closed-end Funds ....................................................
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 ....................................................
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 ..
Up to 50 million shares .....................................................
50+ to 100 million shares .................................................
100+ to 250 million shares ...............................................
Over 250 million shares ....................................................
Up to 75 million shares .....................................................
75+ to 100 million shares .................................................
100+ to 125 million shares ...............................................
125+ to 150 million shares ...............................................
Over 150 million shares ....................................................
$47,000
58,000
79,000
105,000
131,000
142,000
163,000
47,000
53,000
63,000
84,000
32,000
53,000
79,000
105,000
39,500
53,000
65,500
70,500
81,500
Annual fee
effective
January 1,
2022
$48,000
59,500
81,000
107,500
134,500
145,500
167,000
48,000
54,500
64,500
86,000
33,000
54,500
81,000
107,500
40,500
54,500
67,000
72,500
83,500
CAPITAL MARKET
Annual fee
before the
proposed
change
Total shares outstanding
Equity securities other than, in part, ADRs, Closedend Funds and Limited Partnerships.
ADRs ........................................................................
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Closed-end Funds ....................................................
Limited Partnerships ................................................
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.
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Up to 10 million shares .....................................................
10+ to 50 million shares ...................................................
Over 50 million shares ......................................................
Up to 10 million ADRs and other listed equity securities
Over 10 million ADRs and other listed equity securities ..
Up to 50 million shares .....................................................
50+ to 100 million shares .................................................
100+ to 250 million shares ...............................................
Over 250 million shares ....................................................
Up to 75 million shares .....................................................
Over 75 million shares ......................................................
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
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$44,000
58,000
79,000
44,000
53,000
32,000
53,000
79,000
105,000
32,000
39,500
Annual fee
effective
January 1,
2021
$45,000
59,500
81,000
45,000
54,500
33,000
54,500
81,000
107,500
33,000
40,500
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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Nasdaq also proposes to update the
maximum fee applicable to a ClosedEnd Fund family to $107,500 and the
maximum fee applicable to a REIT
Family listed on the Nasdaq Global
Market and the Nasdaq Capital Market
to $167,000 and $81,000, respectively,
to reflect the proposed fee change for
other equity securities, as described
above.5
Nasdaq also proposes to update the
all-inclusive annual listing fees for
companies whose business plan is to
complete an initial public offering and
engage in a merger or acquisition with
one or more unidentified companies
within a specific period of time, as
described in IM–5101–2, (‘‘Acquisition
Companies’’) listing on the Nasdaq
Global Market to continue to keep such
fees identical to the fees the Capital
Market Acquisition Companies are
charged.6
Finally, Nasdaq proposes to update
amounts in examples in Listing Rules
5910(b)(3)(D) and 5920(b)(3)(D),
clarifying the application of the rules for
companies transferring between Nasdaq
tiers, to align the fee amounts with the
fees applicable in year 2022.
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, 2022.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,7 in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5)
5 See
footnote 3 above.
proposed, Nasdaq would update Rule
5910(b)(2)(F) to have the following all-inclusive
annual fee schedule applicable to Global Market
Acquisition Companies, based on the number of
shares outstanding: Up to 10 million shares
outstanding, $45,000; between 10,000,001 and 50
million shares outstanding, $59,500; over 50
million shares outstanding, $81,000. These are the
same proposed fees charged Capital Market
Acquisition Companies under Rule 5920(b)(2)(A).
See Securities Exchange Act Release No. 92345
(July 7, 2021), 86 FR 36807 (July 13, 2021) (SR–
NASDAQ–2021–055). In this filing Nasdaq
explained its belief that Acquisition Companies
listed on the Nasdaq Global Market receive the
same services as Acquisition Companies listed on
the Nasdaq Capital Market making it appropriate for
Nasdaq to charge such companies the same fees.
7 15 U.S.C. 78f(b).
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6 As
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of the Act,8 in particular, in that it
provides for the equitable allocation of
reasonable dues, fees and other charges
among members and issuers and other
persons using any facility, and is not
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
Nasdaq believes that it is not unfairly
discriminatory and represents an
equitable allocation of reasonable fees to
amend Listing Rules 5910(b)(2) and
5920(b)(2) to increase the various listing
fees 9 as set forth above because of the
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 to create additional
outdoor event space at its New York
Headquarters, and separately, to secure
a license that can be used by listed
companies to hold events in Times
Square. Internationally, Nasdaq’s offices
in London, Beijing, Toronto and Sydney
have been upgraded to a modern design
with new meeting rooms equipped with
technology that houses the digital
equipment needed for remote
conferencing, presentations,
collaborative review, or displays and
signage thus enhancing the listed
companies experience.
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
fees applicable to Acquisition
Companies listed on the Nasdaq Global
Market, update amounts in examples
8 15
U.S.C. 78f(b)(4) and (5).
January 1, 2021, 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. 90519 (November 25, 2020), 85 FR
77324 (December 1, 2020) (SR–NASDAQ–2020–
072).
9 Effective
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clarifying the application of the rules for
companies transferring between Nasdaq
tiers, and 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 without changing the
substance of the rule.10
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.11 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.12
At any time within 60 days of the
filing of the proposed rule change, the
10 See Securities Exchange Act Release No. 92345
(July 7, 2021), 86 FR 36807 (July 13, 2021)
(explaining, among other things, why Nasdaq
believes that it is not unfairly discriminatory to
charge Acquisition Companies listed on the Nasdaq
Global Market the same fees as fees charged
Acquisition Companies listed on the Nasdaq Capital
Market). See also footnote 6, above.
11 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.
12 15 U.S.C. 78s(b)(3)(A)(ii).
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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:
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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–2021–091 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–2021–091. 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
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17:41 Dec 08, 2021
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submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NASDAQ–2021–091 and
should be submitted on or before
December 30, 2021.
70159
[FR Doc. 2021–26624 Filed 12–8–21; 8:45 am]
of the writer’s interest, any facts bearing
upon the desirability of a hearing on the
matter, the reason for the request, and
the issues contested. Persons who wish
to be notified of a hearing may request
notification by emailing the
Commission’s Secretary.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Sean Graber, Esq., sean.graber@
morganlewis.com; and evan.posner@
edwardjones.com.
BILLING CODE 8011–01–P
FOR FURTHER INFORMATION CONTACT:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
J. Matthew DeLesDernier,
Assistant Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34433; 812–15278]
Bridge Builder Trust, et al.
December 3, 2021.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application under
Section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from Section 15(c) of the Act.
SUMMARY OF APPLICATION: The requested
exemption would permit a Trust’s board
of trustees (the ‘‘Board’’) to approve new
sub-advisory agreements and material
amendments to existing sub-advisory
agreements without complying with the
in-person meeting requirement of
Section 15(c) of the Act.
APPLICANTS: Bridge Builder Trust,
Edward Jones Money Market Fund,
Olive Street Investment Advisers, LLC,
Passport Research, LTD.
FILING DATES: The application was filed
on October 29, 2021.
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing on any application by
emailing the SEC’s Secretary at
Secretarys-Office@sec.gov and serving
the relevant applicant with a copy of the
request by email, if an email address is
listed for the relevant applicant below,
or personally or by mail, if a physical
address is listed for the relevant
applicant below.
Hearing requests should be received
by the Commission by 5:30 p.m. on
December 28, 2021, and should be
accompanied by proof of service on
applicants, in the form of an affidavit or,
for lawyers, a certificate of service.
Pursuant to rule 0–5 under the Act,
hearing requests should state the nature
13 17
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Frm 00078
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Lisa
Reid Ragen, Branch Chief, at (202) 551–
6825 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: For
Applicants’ representations, legal
analysis, and condition, please refer to
Applicants’ application, dated October
29, 2021, which may be obtained via the
Commission’s website by searching for
the file number, using the Company
name box, at https://www.sec.gov/
search/search.htm, or by calling (202)
551–8090.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–26622 Filed 12–8–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34434; 812–15266]
PGIM Private Real Estate Fund, Inc., et
al.
December 3, 2021.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application under section
6(c) of the Investment Company Act of
1940 (the ‘‘Act’’) for an exemption from
sections 18(a)(2), 18(c) and 18(i) of the
Act, under sections 6(c) and 23(c) of the
Act for an exemption from rule 23c–3
under the Act, and for an order pursuant
to section 17(d) of the Act and rule 17d–
1 under the Act.
SUMMARY OF APPLICATION: Applicants
request an order to permit certain
registered closed-end management
investment companies to issue multiple
classes of shares and to impose assetbased service and distribution fees, and
early withdrawal charges (‘‘EWCs’’).
APPLICANTS: PGIM Private Real Estate
Fund, Inc. (‘‘Initial Fund’’), PGIM
Investments, LLC (‘‘Adviser’’), and
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]]>Agencies
[Federal Register Volume 86, Number 234 (Thursday, December 9, 2021)]
[Notices]
[Pages 70156-70159]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26624]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34 93713 File No. SR-NASDAQ-2021-091]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify Certain Annual Listing Fees To Be Implemented on January 1, 2022
December 3, 2021.
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 22, 2021, 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 certain listing fees. While changes
proposed herein are effective upon filing, the Exchange has designated
the proposed amendments to be operative on January 1, 2022.
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
[[Page 70157]]
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 $44,000 to $79,000; for ADRs listed on
the Capital Market the all-inclusive annual fee ranges from $44,000 to
$53,000; and for Limited Partnerships listed on the Capital Market the
all-inclusive annual fee ranges from $32,000 to $39,500. 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 $47,000 to $163,000; for ADRs the all-inclusive annual fee
ranges from $47,000 to $84,000; and for Limited Partnerships the all-
inclusive annual fee ranges from $39,500 to $81,500. The all-inclusive
annual fee for Closed-end Funds listed on any market tier ranges from
$32,000 to $105,000. In each case, a company's all-inclusive annual fee
is based on its total shares outstanding.\3\
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\3\ REITs are subject to the same fee schedule as other equity
securities; however for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. Similarly,
for the purpose of determining the total shares outstanding, fund
sponsors may aggregate shares outstanding of all Closed-End Funds in
the same fund family listed on the Nasdaq Global Market or the
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
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Nasdaq proposes to amend the all-inclusive annual fee for all
domestic and foreign companies listing equity securities on the Nasdaq
Global Select, Global and Capital Markets to the following amounts,\4\
effective January 1, 2022:
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\4\ The proposed fee change reflects about a 2.5% increase
rounded to the nearest $500.
Global/Global Select Markets
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Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2022
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Equity securities other than, in part, ADRs, Up to 10 million shares......... $47,000 $48,000
Closed-end Funds and Limited Partnerships. 10+ to 50 million shares........ 58,000 59,500
50+ to 75 million shares........ 79,000 81,000
75+ to 100 million shares....... 105,000 107,500
100+ to 125 million shares...... 131,000 134,500
125+ to 150 million shares...... 142,000 145,500
Over 150 million shares......... 163,000 167,000
ADRs.......................................... Up to 10 million ADRs and other 47,000 48,000
listed equity securities.
10+ to 50 million ADRs and other 53,000 54,500
listed equity securities.
50+ to 75 million ADRs and other 63,000 64,500
listed equity securities.
Over 75 million ADRs and other 84,000 86,000
listed equity securities.
Closed-end Funds.............................. Up to 50 million shares......... 32,000 33,000
50+ to 100 million shares....... 53,000 54,500
100+ to 250 million shares...... 79,000 81,000
Over 250 million shares......... 105,000 107,500
Limited Partnerships.......................... Up to 75 million shares......... 39,500 40,500
75+ to 100 million shares....... 53,000 54,500
100+ to 125 million shares...... 65,500 67,000
125+ to 150 million shares...... 70,500 72,500
Over 150 million shares......... 81,500 83,500
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Capital Market
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Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2021
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Equity securities other than, in part, ADRs, Up to 10 million shares......... $44,000 $45,000
Closed-end Funds and Limited Partnerships. 10+ to 50 million shares........ 58,000 59,500
Over 50 million shares.......... 79,000 81,000
ADRs.......................................... Up to 10 million ADRs and other 44,000 45,000
listed equity securities.
Over 10 million ADRs and other 53,000 54,500
listed equity securities.
Closed-end Funds.............................. Up to 50 million shares......... 32,000 33,000
50+ to 100 million shares....... 53,000 54,500
100+ to 250 million shares...... 79,000 81,000
Over 250 million shares......... 105,000 107,500
Limited Partnerships.......................... Up to 75 million shares......... 32,000 33,000
Over 75 million shares.......... 39,500 40,500
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[[Page 70158]]
Nasdaq also proposes to update the maximum fee applicable to a
Closed-End Fund family to $107,500 and the maximum fee applicable to a
REIT Family listed on the Nasdaq Global Market and the Nasdaq Capital
Market to $167,000 and $81,000, respectively, to reflect the proposed
fee change for other equity securities, as described above.\5\
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\5\ See footnote 3 above.
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Nasdaq also proposes to update the all-inclusive annual listing
fees for companies whose business plan is to complete an initial public
offering and engage in a merger or acquisition with one or more
unidentified companies within a specific period of time, as described
in IM-5101-2, (``Acquisition Companies'') listing on the Nasdaq Global
Market to continue to keep such fees identical to the fees the Capital
Market Acquisition Companies are charged.\6\
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\6\ As proposed, Nasdaq would update Rule 5910(b)(2)(F) to have
the following all-inclusive annual fee schedule applicable to Global
Market Acquisition Companies, based on the number of shares
outstanding: Up to 10 million shares outstanding, $45,000; between
10,000,001 and 50 million shares outstanding, $59,500; over 50
million shares outstanding, $81,000. These are the same proposed
fees charged Capital Market Acquisition Companies under Rule
5920(b)(2)(A). See Securities Exchange Act Release No. 92345 (July
7, 2021), 86 FR 36807 (July 13, 2021) (SR-NASDAQ-2021-055). In this
filing Nasdaq explained its belief that Acquisition Companies listed
on the Nasdaq Global Market receive the same services as Acquisition
Companies listed on the Nasdaq Capital Market making it appropriate
for Nasdaq to charge such companies the same fees.
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Finally, Nasdaq proposes to update amounts in examples in Listing
Rules 5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of
the rules for companies transferring between Nasdaq tiers, to align the
fee amounts with the fees applicable in year 2022.
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, 2022.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\7\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\8\ 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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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(4) and (5).
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Nasdaq believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees
\9\ as set forth above because of the 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 to
create additional outdoor event space at its New York Headquarters, and
separately, to secure a license that can be used by listed companies to
hold events in Times Square. Internationally, Nasdaq's offices in
London, Beijing, Toronto and Sydney have been upgraded to a modern
design with new meeting rooms equipped with technology that houses the
digital equipment needed for remote conferencing, presentations,
collaborative review, or displays and signage thus enhancing the listed
companies experience.
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\9\ Effective January 1, 2021, 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.
90519 (November 25, 2020), 85 FR 77324 (December 1, 2020) (SR-
NASDAQ-2020-072).
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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 fees applicable to Acquisition
Companies listed on the Nasdaq Global Market, update amounts in
examples clarifying the application of the rules for companies
transferring between Nasdaq tiers, and 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 without changing the substance of
the rule.\10\
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\10\ See Securities Exchange Act Release No. 92345 (July 7,
2021), 86 FR 36807 (July 13, 2021) (explaining, among other things,
why Nasdaq believes that it is not unfairly discriminatory to charge
Acquisition Companies listed on the Nasdaq Global Market the same
fees as fees charged Acquisition Companies listed on the Nasdaq
Capital Market). See also footnote 6, above.
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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.\11\ In such an environment,
Nasdaq must continually review its fees to assure that they remain
competitive.
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\11\ 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.\12\
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\12\ 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
[[Page 70159]]
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-2021-091 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-2021-091. 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-2021-091 and should be submitted
on or before December 30, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26624 Filed 12-8-21; 8:45 am]
BILLING CODE 8011-01-P
