

[Federal Register: November 17, 2006 (Volume 71, Number 222)]
[Notices]               
[Page 66998-66999]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17no06-91]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54732; File No. SR-NASDAQ-2006-044]

 
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
and Amendment No. 1 Thereto To Modify the Rules of the Nasdaq Global 
Select Market

November 9, 2006.
    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 October 10, 2006, The NASDAQ Stock Market LLC (``Nasdaq'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by Nasdaq. Nasdaq has filed this proposal pursuant 
to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6) thereunder 
\4\ which renders the proposal effective upon filing with the 
Commission. On November 2, 2006, Nasdaq filed Amendment No. 1 to the 
proposed rule change.\5\ The Commission is publishing this notice to 
solicit comments on the proposed rule change, as amended, from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ In Amendment No. 1, Nasdaq, among other things, added the 
requirement of $80 million market value of listed securities for 
business development companies exempt from registration pursuant to 
the Investment Company Act of 1940.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq proposes to modify the rules related to closed-end funds 
listed on the Nasdaq Global Select Market to clarify the treatment of 
business development companies. The text of the proposed rule change, 
as amended, is below. Proposed new language is italicized.\6\
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    \6\ Changes are marked to the rule text that appears in the 
electronic manual of Nasdaq found at http://www.complinet.com/nasdaq
.

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* * * * *
4426. Nasdaq Global Select Market Listing Requirements
    (a) No change.
    (b) Liquidity Requirements
    (1)-(2) No change.
    (3) The publicly held shares must have either:
    (A)-(B) No change.
    (C) a market value of at least $70 million in the case of: (i) An 
issuer listing in connection with its initial public offering; (ii) an 
issuer that is affiliated with, or a spin-off from, another company 
listed on the Global Select Market; and (iii) a closed end management 
investment company registered under the Investment Company Act of 1940 
or exempt from registration as a business development company as 
defined in Section 2 of the Investment Company Act of 1940.
    (c)-(d) No change.
    (e) Closed End Management Investment Companies.
    (1)-(2) No change.
    (3) A closed end management investment company that is exempt from 
registration as a business development company as defined in Section 2 
of the Investment Company Act of 1940 shall not be required to meet 
paragraph (c) of this Rule 4426 but must have a market value of listed 
securities of at least $80 million.
* * * * *

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, as 
amended, 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
    Nasdaq recently amended the listing standards for the Nasdaq Global 
Select Market, in part, to clarify the treatment of closed-end 
management investment companies.\7\ In that filing, Nasdaq 
inadvertently failed to describe the rules applicable to closed end 
management investment companies that elect to be treated as business 
development companies. This filing clarifies that, like other closed-
end funds, business development companies do not have to meet the 
financial requirements of Nasdaq Rule 4426(c). However, such companies 
must have a market value of

[[Page 66999]]

listed securities of at least $80 million to be eligible for initial 
listing.
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    \7\ See Securities Exchange Act Release No. 54274 (August 3, 
2006), 71 FR 45878 (August 10, 2006) (SR-NASDAQ-2006-020).
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2. Statutory Basis
    Nasdaq believes that the proposed rule change, as amended, is 
consistent with the provisions of Section 6 of the Act,\8\ in general, 
and with Section 6(b)(5) of the Act,\9\ in particular, in that the 
proposal 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. 
Nasdaq believes that the proposed rule change, as amended, clarifies 
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, as amended, 
would result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act.

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

    Because the proposal 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 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, the proposed rule change, as amended, has 
become effective pursuant to Section 19(b)(3)(A) of the Act \10\ and 
Rule 19b-4(f)(6) thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). As required by Rule 19b-
4(f)(6)(iii) of the Act, Nasdaq provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description of the text of the proposed rule change, at least 
five business days prior to the date of the filing of the proposed 
rule change.
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    Nasdaq requests that the Commission waive the 30-day operative 
period under Rule 19b-4(f)(6)(iii).\12\ The Commission believes that it 
is consistent with the protection of investors and the public interest 
to waive the 30-day operative delay,\13\ because the proposal is 
consistent with the treatment afforded business development companies 
by other markets.\14\
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    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay of 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
    \14\ See Section 102.04 of the New York Stock Exchange Listed 
Company Manual.
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    At any time within 60 days of the filing of such proposed rule 
change, as amended, the Commission may summarily abrogate 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.\15\
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    \15\ For purposes of calculating the 60-day period within which 
the Commission may summarily abrogate the proposed rule change under 
Section 19(b)(3)(C) of the Act, the Commission considers the period 
to commence on November 2, 2006, the date Nasdaq filed Amendment No. 
1 to the proposed rule change. See Section 19(b)(3)(C) of the Act, 
15 U.S.C. 78s(b)(3)(C).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, 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 e-mail to rule-comments@sec.gov. Please include 

File Number SR-NASDAQ-2006-044 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2006-044. 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 (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 inspection 
and copying in the Commission's Public Reference Room. Copies of such 
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-2006-044 and should be submitted on or before 
December 8, 2006.
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    \16\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\16\
Nancy M. Morris,
Secretary.
[FR Doc. E6-19424 Filed 11-16-06; 8:45 am]

BILLING CODE 8011-01-P
