77324 Federal Register / Vol. 85, No. 231 / Tuesday, December 1, 2020 / Notices 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3REITs 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). 

4The proposed fee change reflects about a 2.5% 

increase rounded to the nearest $500. 

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– 

BOX–2020–36 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–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 (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. 

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] 

BILLING CODE 8011–01–P 

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. 

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: 


khammond on DSKJM1Z7X2PROD with NOTICES4
Federal Register / Vol. 85, No. 231 / Tuesday, December 1, 2020 / Notices 77325 

5See footnote 3 above. 

6 15 U.S.C. 78f(b). 

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

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 

GLOBAL/GLOBAL SELECT MARKETS

Total shares outstanding 

Annual fee 

before the 

proposed change 

Annual fee 

effective 

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 other listed equity securities .................................................................... 46,000 47,000 

10+ to 50 million ADRs and other listed equity securities ................................................................... 51,500 53,000 

50+ to 75 million ADRs and other listed equity securities ................................................................... 61,500 63,000 

Over 75 million ADRs and other listed equity securities ..................................................................... 82,000 84,000 

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

Total shares outstanding 

Annual fee 

before the 

proposed change 

Annual fee 

effective 

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 other listed equity securities .................................................................... 43,000 44,000 

Over10 million ADRs and other listed equity securities ....................................................................... 51,500 53,000 

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 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 

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 


khammond on DSKJM1Z7X2PROD with NOTICES4
77326 Federal Register / Vol. 85, No. 231 / Tuesday, December 1, 2020 / Notices 

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). 

9The 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 http://www.justice.gov/atr/ 

public/press_releases/2011/271214.htm. 

10 15 U.S.C. 78s(b)(3)(A)(ii). 11 17 CFR 200.30–3(a)(12). 

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. 

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– 

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 (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. 

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 


khammond on DSKJM1Z7X2PROD with NOTICES4