Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Defined Term “Closed-End Fund” in Rules 5910 and 5920, 49515-49517 [2011-20274]
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Federal Register / Vol. 76, No. 154 / Wednesday, August 10, 2011 / Notices
subject them to more stringent
requirements.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
The Exchange believes that the
proposed rule change is consistent with including whether the proposed rule
Section 6(b) 12 of the Act, in general, and change, as amended, is consistent with
furthers the objectives of Section 6(b)(5) the Act. Comments may be submitted by
any of the following methods:
of the Act,13 in particular in that it is
designed to promote just and equitable
Electronic Comments
principles of trade, to foster cooperation
and coordination with persons engaged
• Use the Commission’s Internet
in regulating, clearing, settling,
comment form (https://www.sec.gov/
processing information with respect to,
rules/sro.shtml); or
and facilitating transactions in
• Send an e-mail to rulesecurities, to remove impediments to
and perfect the mechanism of a free and comments@sec.gov. Please include File
Number SR–NYSE–2011–38 on the
open market and a national market
subject line.
system, and, in general, to protect
investors and the public interest. The
Paper Comments
Exchange believes that the proposed
rule change is consistent with Section
• Send paper comments in triplicate
6(b)(5) of the Act in that, as discussed
to Elizabeth M. Murphy, Secretary,
above under the heading ‘‘Purpose’’, its
Securities and Exchange Commission,
purpose is to apply more stringent
100 F Street, NE., Washington, DC
initial listing requirements to a category 20549–1090.
of companies that have raised regulatory
All submissions should refer to File
concerns, thereby furthering the goal of
Number SR–NYSE–2011–38. This file
protection of investors and the public
number should be included on the
interest.
subject line if e-mail is used.
B. Self-Regulatory Organization’s
To help the Commission process and
Statement on Burden on Competition
review your comments more efficiently,
The Exchange does not believe that
please use only one method. The
the proposed rule change will impose
Commission will post all comments on
any burden on competition that is not
the Commission’s Internet Web site
necessary or appropriate in furtherance
(https://www.sec.gov/rules/sro.shtml).
of the purposes of the Act.
Copies of the submission, all subsequent
C. Self-Regulatory Organization’s
amendments, all written statements
Statement on Comments on the
with respect to the proposed rule
Proposed Rule Change Received From
change that are filed with the
Members, Participants, or Others
Commission, and all written
communications relating to the
No written comments were solicited
or received with respect to the proposed proposed rule change between the
Commission and any person, other than
rule change.
those that may be withheld from the
III. Date of Effectiveness of the
public in accordance with the
Proposed Rule Change and Timing for
provisions of 5 U.S.C. 552, will be
Commission Action
available for Web site viewing and
Within 45 days of the date of
printing in the Commission’s Public
publication of this notice in the Federal Reference Room on official business
Register or within such longer period (i) days between the hours of 10 a.m. and
As the Commission may designate up to 3 p.m. Copies of such filing also will be
90 days of such date if it finds such
available for inspection and copying at
longer period to be appropriate and
the principal office of NYSE. All
publishes its reasons for so finding or
comments received will be posted
(ii) as to which the self-regulatory
without change; the Commission does
organization consents, the Commission
not edit personal identifying
will:
information from submissions. You
A. By order approve or disapprove
should submit only information that
such proposed rule change, or
you wish to make available publicly. All
B. Institute proceedings to determine
submissions should refer to File
whether the proposed rule change
Number SR–NYSE–2011–38, and
should be disapproved.
should be submitted on or before
August 31, 2011.
12
emcdonald on DSK2BSOYB1PROD with NOTICES
2. Statutory Basis
15 U.S.C. 78f(b).
U.S.C. 78f(b)(5).
13 15
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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–20243 Filed 8–9–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65038; File No. SR–
NASDAQ–2011–100]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify the
Defined Term ‘‘Closed-End Fund’’ in
Rules 5910 and 5920
August 5, 2011.
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 July 26,
2011, The NASDAQ Stock Market LLC
(‘‘Nasdaq’’) 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 substantially prepared by
Nasdaq. Nasdaq has designated the
proposed rule change as effecting a
change described under Rule 19b–4(f)(6)
under the Act,3 which renders the
proposal effective upon filing with the
Commission. 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 the Substance
of the Proposed Rule Change
Nasdaq proposes to modify the
defined term ‘‘Closed-End Fund’’ in
Rules 5910 and 5920 to include
business development companies.
The text of the proposed rule change
is below. Proposed new language is in
italics; proposed deletions are in
brackets.4
5910. The NASDAQ Global Market
(a) Entry Fee
(1)–(2) No change.
(3) A closed-end management investment
company [registered] regulated under the
Investment Company Act of 1940, as
amended (a ‘‘Closed-End Fund’’), that
submits an application for listing on the
Nasdaq Global Market shall pay to Nasdaq an
14 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
4 Changes are marked to the rule text that appears
in the electronic manual of Nasdaq found at https://
nasdaq.cchwallstreet.com.
1 15
E:\FR\FM\10AUN1.SGM
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Federal Register / Vol. 76, No. 154 / Wednesday, August 10, 2011 / Notices
entry fee of $5,000 (of which $1,000
represents a non-refundable application fee).
(4)–(10) No change.
(b)–(f) No change.
5920. The Nasdaq Capital Market
(a) Entry Fee
(1)–(2) No change.
(3) A closed-end management investment
company [registered] regulated under the
Investment Company Act of 1940, as
amended (a ‘‘Closed-End Fund’’), that
submits an application for listing on the
Nasdaq Capital Market shall pay to Nasdaq
an entry fee of $5,000 (of which $1,000
represents a non-refundable application fee).
(4)–(9) No change.
(b)–(e) No change.
*
*
*
*
2. Statutory Basis
*
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
Nasdaq 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. Nasdaq 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
emcdonald on DSK2BSOYB1PROD with NOTICES
A business development company is
a type of closed-end management
investment company that is regulated
under the Investment Company Act of
1940 (the ‘‘1940 Act’’).5 While Nasdaq
has historically treated business
development companies as closed-end
funds for purposes of computing listing
fees, in defining a closed-end fund for
these purposes Nasdaq inadvertently
excluded business development
companies. Specifically, Nasdaq defines
a closed-end fund in Rules 5910(a)(3)
and 5920(a)(3) as a closed-end
management investment company that
is registered under the 1940 Act. While
business development companies are
regulated under the 1940 Act, they are
not registered under the 1940 Act.6
5 15
U.S.C. 80a–1 et seq.
Section 2(a)(48) of the 1940 Act, 15
U.S.C. 80a–2(a)(48), a business development
company is a closed-end company which elects to
be subject to certain provisions of the 1940 Act.
Such a company is exempt from the other
requirements of the 1940 Act, including the
registration requirements of Section 8, 15 U.S.C.
80a–8, pursuant to Section 6(f)(1), 15 U.S.C. 80a–
6(f)(1).
6 Under
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17:48 Aug 09, 2011
It was never Nasdaq’s intent to
exclude business development
companies from the definition of a
closed-end fund and Nasdaq has
historically treated them as closed-end
funds 7 and charged them the fees
applicable to closed-end funds. In this
filing, Nasdaq proposes to modify the
definition of a closed-end fund
contained in Rules 5910(a)(3) and
5920(a)(3) to include business
development companies. As revised, a
closed-end fund will be defined as a
closed-end management investment
company regulated under the 1940 Act.
Jkt 223001
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,8 in
general, and Section 6(b)(5) of the Act,9
in particular, because it is designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
Specifically, Nasdaq believes the
proposed rule change will clarify
Nasdaq’s treatment of business
development companies as closed-end
funds, thereby eliminating any
confusion surrounding Nasdaq’s rules.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
7 For example, when Nasdaq recently adopted a
cap on Listing of Additional Shares fees for closedend funds, Nasdaq described a closed-end fund as
a type of company ‘‘regulated’’ under the 1940 Act.
Exchange Act Release No. 63732 (January 19, 2011),
76 FR 4401 (January 25, 2011) (SR–NASDAQ–2011–
007). In adopting this cap, Nasdaq’s intent was for
it to apply to business development companies and,
in fact, the rule change adopting a cap for all
closed-end funds replaced a filing where Nasdaq
proposed to adopt the cap only for business
development companies. See SR–NASDAQ–2010–
119 (withdrawn), available at https://
nasdaq.cchwallstreet.com/NASDAQ/pdf/nasdaqfilings/2010/SR-NASDAQ-2010-119.pdf.
8 15 U.S.C. 78f.
9 15 U.S.C. 78f(b)(5).
PO 00000
Frm 00086
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C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor 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)
of the Act 10 and Rule 19b–4(f)(6) 11
thereunder in that it effects a change
that: (i) Does not significantly affect the
protection of investors or the public
interest; (ii) does not impose any
significant burden on competition; and
(iii) by its terms, does not become
operative for 30 days after the date of
the filing, or such shorter time as the
Commission may designate if consistent
with the protection of investors and the
public interest. In addition, Nasdaq
provided the Commission with written
notice of its intent to file the proposed
rule change, along with a brief
description and text of the proposed
rule change, at least five business days
prior to the date of filing of the
proposed rule change. The proposed
rule change will clarify the treatment of
business development companies under
Nasdaq’s rules and consistent with the
way Nasdaq has historically applied
those rules. Therefore, Nasdaq believes
it does not significantly affect the
protection of investors or the public
interest or raise any novel or significant
regulatory issues.
At any time within 60 days of the
filing of the proposed rule change, the
Commission 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 of 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:
10 15
11 17
E:\FR\FM\10AUN1.SGM
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
10AUN1
Federal Register / Vol. 76, No. 154 / Wednesday, August 10, 2011 / Notices
Electronic Comments
Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2011–100 on the
subject line.
Paper Comments
emcdonald on DSK2BSOYB1PROD with NOTICES
Send paper comments in triplicate to
Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65036; File No. SR–BX–
2011–049]
Self-Regulatory Organizations;
NASDAQ OMX BX, Inc.; Notice of Filing
and Immediate Effectiveness of
Proposed Rule Change To Adopt a
Definition of ‘‘Professional’’ and
Require That Professional Orders Be
Appropriately Marked by BOX Options
Participants
August 4, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
All submissions should refer to File
notice is hereby given that on July 26,
Number SR–NASDAQ–2011–100. This
2011, NASDAQ OMX BX (the
file number should be included on the
‘‘Exchange’’) filed with the Securities
subject line if e-mail is used. To help the
and Exchange Commission
Commission process and review your
(‘‘Commission’’) the proposed rule
comments more efficiently, please use
change as described in Items I, II, and
only one method. The Commission will III below, which Items have been
post all comments on the Commission’s prepared by the Exchange. The
Internet Web site (https://www.sec.gov/
Exchange has designated the proposed
rules/sro.shtml). Copies of the
rule change as constituting a nonsubmission, all subsequent
controversial rule change under Rule
amendments, all written statements
19b–4(f)(6) under the Act,3 which
with respect to the proposed rule
renders the proposal effective upon
change that are filed with the
filing with the Commission. The
Commission, and all written
Commission is publishing this notice to
communications relating to the
solicit comments on the proposed rule
change from interested persons.
proposed rule change between the
Commission and any person, other than I. Self-Regulatory Organization’s
those that may be withheld from the
Statement of the Terms of Substance of
public in accordance with the
the Proposed Rule Change
provisions of 5 U.S.C. 552, will be
The Exchange proposes to amend
available for website viewing and
proposes to amend [sic] Chapter I,
printing in the Commission’s Public
Section 1 (Definitions) of the Trading
Reference Room on official business
Rules of the Boston Options Exchange
days between the hours of 10 a.m. and
Group, LLC (‘‘BOX’’) to adopt a
3 p.m. Copies of the filing also will be
definition of ‘‘Professional’’ on BOX and
available for inspection and copying at
require that all Professional orders be
the principal office of Nasdaq. All
appropriately marked by BOX Options
comments received will be posted
Participants. The text of the proposed
without change; the Commission does
rule change is available on the
not edit personal identifying
Exchange’s Web site at https://
information from submissions. You
nasdaqomxbx.cchwallstreet.com, on the
should submit only information that
Commission’s Web site at https://
you wish to make available publicly.
www.sec.gov, and at the Commission’s
Public Reference Room.
All submissions should refer to File
Number SR–NASDAQ–2011–100 and
II. Self-Regulatory Organization’s
should be submitted on or before
Statement of the Purpose of, and
August 31, 2011.
Statutory Basis for, the Proposed Rule
Change
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
In its filing with the Commission, the
authority.12
Exchange included statements
concerning the purpose of and basis for
Elizabeth M. Murphy,
the proposed rule change and discussed
Secretary.
any comments it received on the
[FR Doc. 2011–20274 Filed 8–9–11; 8:45 am]
proposed rule change. The text of these
BILLING CODE 8011–01–P
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
2 17
12 17
CFR 200.30–3(a)(12).
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49517
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 this proposal is to
amend Chapter I, Section 1 (Definitions)
to adopt a definition of ‘‘Professional’’
on BOX and require that all Professional
orders be appropriately marked.
This filing is similar to the recent
filings of the NASDAQ Stock Market
LLC (for the NASDAQ Options Market
(‘‘NOM’’), PHLX NASDAQ OMX, Inc.
(‘‘Phlx’’), the International Securities
Exchange, Inc. (‘‘ISE’’), and Chicago
Board Options Exchange, Incorporated,
(‘‘CBOE’’), which dealt with establishing
a new definition of ‘‘Professional’’ as a
person or entity that places a certain
high volume of orders in listed options
per day on average during a calendar
month in his or her own beneficial
account.4
Background
A BOX Options Participant
(‘‘Participant’’) is a firm or organization
that is registered with the Exchange
pursuant to Chapter II of the BOX
Trading Rules for purposes of
participating in options trading on BOX
as an ‘‘Order Flow Provider’’ or ‘‘Market
Maker.’’ 5
4 See Securities Exchange Act Release Nos. 63028
(October 1, 2010), 75 FR 62443 (October 8, 2010)
(SR–NASDAQ–2010–099) (approval order), 61802
(March 30, 2010), 75 FR 17193 (April 5, 2010) (SR–
Phlx-2010–05) (approval order); 61198 (December
17, 2009), 74 FR 68880 (December 29, 2009) (SR–
CBOE–2009–078) (approval order); and 59287
(January 23, 2009), 74 FR 5694 (January 30, 2009)
(SR–ISE–2006–26) (approval order). A filing by
NYSE Amex LLC (‘‘NYSE Amex’’) proposing a
similar Professional designation was based on the
Phlx, ISE, and CBOE proposals. See Securities
Exchange Act Release No. 61818 (March 31, 2010),
75 FR 17457 (April 6, 2010) (SR–NYSEAmex–2010–
18) (approval order). The cited filings discuss,
among other things, the need for a Professional
designation to be applied by members of the
respective exchanges because the systems of such
exchanges differentiate for execution or processing
purposes based on order origin. BOX does not
similarly differentiate among orders based on their
origin.
5 See Chapter I, Section 1(a)(42) of the BOX Rules.
Many BOX Participants are also members of other
options exchanges such as, for example, ISE, CBOE,
or Phlx. Order Flow Provider (‘‘OFP’’) is defined in
Chapter I, Section 1(a)(48) as those Options
Participants representing as agent Customer Orders
on BOX and those non-Market Maker Participants
conducting proprietary trading. Market Maker is
defined in Chapter I, Section 1(a)(31) of the BOX
Rules as an Options Participant registered with the
Continued
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]]>Agencies
[Federal Register Volume 76, Number 154 (Wednesday, August 10, 2011)]
[Notices]
[Pages 49515-49517]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-20274]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-65038; File No. SR-NASDAQ-2011-100]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify the Defined Term ``Closed-End Fund'' in Rules 5910 and 5920
August 5, 2011.
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 July 26, 2011, The NASDAQ Stock Market LLC (``Nasdaq'') 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 substantially prepared by Nasdaq. Nasdaq has designated the
proposed rule change as effecting a change described under Rule 19b-
4(f)(6) under the Act,\3\ which renders the proposal effective upon
filing with the Commission. 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.
\3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
Nasdaq proposes to modify the defined term ``Closed-End Fund'' in
Rules 5910 and 5920 to include business development companies.
The text of the proposed rule change is below. Proposed new
language is in italics; proposed deletions are in brackets.\4\
---------------------------------------------------------------------------
\4\ Changes are marked to the rule text that appears in the
electronic manual of Nasdaq found at https://nasdaq.cchwallstreet.com.
---------------------------------------------------------------------------
5910. The NASDAQ Global Market
(a) Entry Fee
(1)-(2) No change.
(3) A closed-end management investment company [registered]
regulated under the Investment Company Act of 1940, as amended (a
``Closed-End Fund''), that submits an application for listing on the
Nasdaq Global Market shall pay to Nasdaq an
[[Page 49516]]
entry fee of $5,000 (of which $1,000 represents a non-refundable
application fee).
(4)-(10) No change.
(b)-(f) No change.
5920. The Nasdaq Capital Market
(a) Entry Fee
(1)-(2) No change.
(3) A closed-end management investment company [registered]
regulated under the Investment Company Act of 1940, as amended (a
``Closed-End Fund''), that submits an application for listing on the
Nasdaq Capital Market shall pay to Nasdaq an entry fee of $5,000 (of
which $1,000 represents a non-refundable application fee).
(4)-(9) No change.
(b)-(e) No change.
* * * * *
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, Nasdaq 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. Nasdaq 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
A business development company is a type of closed-end management
investment company that is regulated under the Investment Company Act
of 1940 (the ``1940 Act'').\5\ While Nasdaq has historically treated
business development companies as closed-end funds for purposes of
computing listing fees, in defining a closed-end fund for these
purposes Nasdaq inadvertently excluded business development companies.
Specifically, Nasdaq defines a closed-end fund in Rules 5910(a)(3) and
5920(a)(3) as a closed-end management investment company that is
registered under the 1940 Act. While business development companies are
regulated under the 1940 Act, they are not registered under the 1940
Act.\6\
---------------------------------------------------------------------------
\5\ 15 U.S.C. 80a-1 et seq.
\6\ Under Section 2(a)(48) of the 1940 Act, 15 U.S.C. 80a-
2(a)(48), a business development company is a closed-end company
which elects to be subject to certain provisions of the 1940 Act.
Such a company is exempt from the other requirements of the 1940
Act, including the registration requirements of Section 8, 15 U.S.C.
80a-8, pursuant to Section 6(f)(1), 15 U.S.C. 80a-6(f)(1).
---------------------------------------------------------------------------
It was never Nasdaq's intent to exclude business development
companies from the definition of a closed-end fund and Nasdaq has
historically treated them as closed-end funds \7\ and charged them the
fees applicable to closed-end funds. In this filing, Nasdaq proposes to
modify the definition of a closed-end fund contained in Rules
5910(a)(3) and 5920(a)(3) to include business development companies. As
revised, a closed-end fund will be defined as a closed-end management
investment company regulated under the 1940 Act.
---------------------------------------------------------------------------
\7\ For example, when Nasdaq recently adopted a cap on Listing
of Additional Shares fees for closed-end funds, Nasdaq described a
closed-end fund as a type of company ``regulated'' under the 1940
Act. Exchange Act Release No. 63732 (January 19, 2011), 76 FR 4401
(January 25, 2011) (SR-NASDAQ-2011-007). In adopting this cap,
Nasdaq's intent was for it to apply to business development
companies and, in fact, the rule change adopting a cap for all
closed-end funds replaced a filing where Nasdaq proposed to adopt
the cap only for business development companies. See SR-NASDAQ-2010-
119 (withdrawn), available at https://nasdaq.cchwallstreet.com/NASDAQ/pdf/nasdaq-filings/2010/SR-NASDAQ-2010-119.pdf.
---------------------------------------------------------------------------
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\8\ in general, and Section
6(b)(5) of the Act,\9\ in particular, because it is designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. Specifically, Nasdaq
believes the proposed rule change will clarify Nasdaq's treatment of
business development companies as closed-end funds, thereby eliminating
any confusion surrounding Nasdaq's rules.
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\8\ 15 U.S.C. 78f.
\9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor 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) of the Act \10\ and Rule 19b-4(f)(6) \11\ thereunder in
that it effects a change that: (i) Does not significantly affect the
protection of investors or the public interest; (ii) does not impose
any significant burden on competition; and (iii) by its terms, does not
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest. In addition, Nasdaq
provided the Commission with written notice of its intent to file the
proposed rule change, along with a brief description and text of the
proposed rule change, at least five business days prior to the date of
filing of the proposed rule change. The proposed rule change will
clarify the treatment of business development companies under Nasdaq's
rules and consistent with the way Nasdaq has historically applied those
rules. Therefore, Nasdaq believes it does not significantly affect the
protection of investors or the public interest or raise any novel or
significant regulatory issues.
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6).
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At any time within 60 days of the filing of the proposed rule
change, the Commission 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 of 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:
[[Page 49517]]
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include File
Number SR-NASDAQ-2011-100 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2011-100. This
file number should be included on the subject line if e-mail 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 Web site (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 on
official business days between the hours of 10 a.m. and 3 p.m. Copies
of the filing also will be available for inspection and copying at the
principal office of Nasdaq. 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-NASDAQ-2011-100 and
should be submitted on or before August 31, 2011.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
Elizabeth M. Murphy,
Secretary.
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\12\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2011-20274 Filed 8-9-11; 8:45 am]
BILLING CODE 8011-01-P
