Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 67751 

13 15 U.S.C. 78s(b)(3)(A)(iii). 

14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 84604 

(November 15, 2018), 83 FR 58789. 

4 15 U.S.C. 78s(b)(2). 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest. 

The Exchange believes that 

harmonizing the Existing Connectivity 

Rules with the colocation, connectivity, 

and direct connectivity rules of Nasdaq 

will improve efficiency and reduce the 

burden on firms as they only will need 

to be familiar with a single set of rules 

going forward governing colocation, 

connectivity, and direct connectivity. 

Because the text of the Existing 

Connectivity Rules and Nasdaq General 

8 are already the same, the proposed 

change will have no substantive impact 

on firms that colocate with or connect 

to the Exchange. 

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. The 

proposed rule change does not make 

any substantive change to Exchange 

General 8 and will not impact 

competition. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 13 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.14

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 necessary or appropriate in the 

public interest, for the protection of 

investors, or 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BX–2018–064 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–BX–2018–064. 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 (http://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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BX– 

2018–064 and should be submitted on 

or before January 22, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28392 Filed 12–28–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84944; File No. SR– 

CboeBZX–2018–077] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To List and Trade Shares 

of the JPMorgan Inflation Managed 

Bond ETF of the J.P. Morgan 

Exchange-Traded Fund Trust Under 

Rule 14.11(i), Managed Fund Shares 

December 21, 2018. 

On November 2, 2018, Cboe BZX 

Exchange, Inc. (‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

list and trade shares of the JPMorgan 

Inflation Managed Bond ETF of the J.P. 

Morgan Exchange-Traded Fund Trust 

under Rule 14.11(i) (‘‘Managed Fund 

Shares’’). The proposed rule change was 

published for comment in the Federal 

Register on November 21, 2018.3 The 

Commission has received no comment 

letters on the proposed rule change. 

Section 19(b)(2) of the Act 4 provides 

that, within 45 days of the publication 

of notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is January 5, 2019. 

The Commission is extending this 45- 

day time period. 

The Commission finds that it is 

appropriate to designate a longer period 


khammond on DSK30JT082PROD with NOTICES
67752 Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 

5 Id. 

6 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Companies must also submit a $25,000 initial 

application fee, which is credited towards the entry 

fee upon listing. See Rule 5910(a)(11). 

4See Securities Exchange Act Release No. 34– 

61669 (March 5, 2010), 75 FR 11958 (March 12, 

2010) (approving SR–NASDAQ–2009–081). 

5 15 U.S.C. 78f. 

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

7See Securities Exchange Act Release No. 34– 

61669 (March 5, 2010), 75 FR 11958 (March 12, 

2010) (approving SR–NASDAQ–2009–081). 

within which to take action on the 

proposed rule change so that it has 

sufficient time to consider the proposed 

rule change. Accordingly, the 

Commission, pursuant to Section 

19(b)(2) of the Act,5 designates February 

19, 2019, as the date by which the 

Commission shall either approve or 

disapprove or institute proceedings to 

determine whether to disapprove the 

proposed rule change (File Number SR– 

CboeBZX–2018–077). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28382 Filed 12–28–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84930; File No. SR– 

NASDAQ–2018–105] 

Regulatory Organizations; The Nasdaq 

Stock Market LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Entry Fee 

for Listing on the Exchange’s Global 

and Global Select Market Tiers 

December 21, 2018. 

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 

17, 2018, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

entry fee for listing on the Exchange’s 

Global and Global Select Market tiers. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://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 increase the Exchange’s 

entry fees for companies listing on the 

Nasdaq Global and Global Select 

Markets. 

Nasdaq currently charges entry fees 

for the Nasdaq Global and Global Select 

Market based on the number of shares 

outstanding according to the following 

tiers: 3

Up to 30 million shares, $125,000 

30+ to 50 million shares, $150,000 

50+ to 100 million shares, $200,000 

Over 100 million shares, $225,000 

These fees are based on the aggregate 

of all classes of equity securities to be 

listed on the Nasdaq Global and Global 

Select Market, as shown in the 

company’s most recent periodic report 

or in more recent information held by 

Nasdaq or, in the case of new issues, as 

shown in the offering circular or 

registration statement. In the case of 

foreign companies, total shares 

outstanding includes only those shares 

issued and outstanding in the United 

States. 

The entry fees for companies listing 

on the Nasdaq Global and Global Select 

Markets were last modified in 2010.4

Nasdaq now proposes to increase the 

entry fees to the following: 

Up to 30 million shares, $150,000 

30+ to 40 million shares, $170,000 

40+ to 50 million shares, $210,000 

50+ to 60 million shares, $250,000 

60+ to 70 million shares, $290,000 

Over 70 million shares, $295,000 

As a result, the minimum entry fee for 

the Nasdaq Global and Global Select 

Markets would increase from $125,000 

to $150,000 for companies with up to 30 

million shares. The maximum entry fee 

for the Nasdaq Global and Global Select 

Markets, which would be applicable to 

companies with over 70 million shares 

outstanding, would increase from 

$225,000 to $295,000. The revised 

schedule would also increase the 

number of fee tiers so that each tier 

range between the minimum of 30 

million shares and the maximum of 70 

million shares has 10 million shares in 

the tier. 

Nasdaq is proposing these changes to 

better align its fees with the value of a 

listing to issuers. 

Any company that submits its 

application to Nasdaq before January 1, 

2019, and lists before July 1, 2019, 

would be subject to fees under the 

existing fee schedule. Nasdaq believes 

that it is appropriate to continue the 

existing fee schedule for these 

companies because they will be 

substantially far along in the process of 

going public at the time of this filing 

and may have made decisions based on 

the existing fee schedule. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,5 in 

general, and with Section 6(b)(4) and (5) 

of the Act,6 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among its members, issuers and other 

persons using its facilities and does not 

unfairly discriminate between 

customers, issuers, brokers or dealers. 

Further, the proposed rule change is 

designed to promote just and equitable 

principles of trade, to remove 

impediments to a free and open market 

and national market system, and in 

general to protect investors and the 

public interest. 

Nasdaq believes that the proposed fee 

increase is not unfairly discriminatory 

and represents an equitable allocation of 

reasonable fees because it reflects the 

Exchange’s increased costs since fees 

were last increased in 2010.7 In 

addition, the proposed fee increase 

reflects enhancements to the listing 

process, such as Nasdaq’s online Listing 

Center, which simplifies the process of 

applying to Nasdaq; the Governance 

Clearinghouse, which provides insights 

into issues facing public companies and 

companies that are preparing to go 


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