81 FR 69881 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Modify Rule IM-5900-7 To Adjust the Entitlement to Services of Acquisition Companies
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 195 (October 7, 2016)
Federal Register Volume 81, Issue 195 (October 7, 2016)
| Page Range | 69881-69884 | |
| FR Document | 2016-24279 |
[Federal Register Volume 81, Number 195 (Friday, October 7, 2016)] [Notices] [Pages 69881-69884] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-24279] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-79025; File No. SR-NASDAQ-2016-106] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Modify Rule IM-5900-7 To Adjust the Entitlement to Services of Acquisition Companies October 3, 2016. Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that, on September 22, 2016, 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 self-regulatory organization. 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\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to modify the treatment of acquisition companies under IM-5900-7. The text of the proposed rule change is available on the Exchange's Web site 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 the Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq proposes to modify IM-5900-7 to change the treatment of acquisition companies under that rule. Nasdaq offers complimentary services under IM-5900-7 to companies listing on the Nasdaq Global and Global Select Markets in connection with an initial public offering, upon emerging from bankruptcy, or in connection with a spin-off or carve-out from another company (``Eligible New Listings'') and to companies that switch their listing from the New York Stock Exchange (``NYSE'') to the Global or Global Select Markets (``Eligible Switches'').\4\ --------------------------------------------------------------------------- \4\ See Exchange Act Release No. 65963 (December 15, 2011), 76 FR 79262 (December 21, 2011) (SR-NASDAQ-2011-122) (adopting IM-5900- 7); Exchange Act Release No. 72669 (July 24, 2014), 79 FR 44234 (July 30, 2014) (SR-NASDAQ-2014-058) (adopting changes to IM-5900- 7); Exchange Act Release No. 78806 (September 9, 2016), 81 FR 63523 (September 15, 2016) (SR-NASDAQ-2016-098). These adopting releases are collectively referred to as the ``Prior Filings.'' --------------------------------------------------------------------------- Nasdaq believes that the complimentary service program offers valuable services to newly listing companies, designed to help ease the transition of becoming a public company or switching markets, makes listing on Nasdaq more attractive to these companies, and also provides Nasdaq Corporate Solutions the opportunity to demonstrate the value of its services and forge a relationship with the company. The services offered include a whistleblower hotline, investor relations Web site, disclosure services for earnings or other press releases, webcasting, market analytic tools, and may include market advisory [[Page 69882]] tools such as stock surveillance. Depending on a company's market capitalization and whether it is an Eligible New Listing or an Eligible Switch, the value of the services provided range from $141,000 to $754,000, and one-time development fees of approximately $3,500 are waived.\5\ In addition, all companies listed on Nasdaq receive services from Nasdaq, including Nasdaq Online and the Market Intelligence Desk. --------------------------------------------------------------------------- \5\ The exact values are set forth in IM-5900-7 and no change to these services or their values is proposed in this filing. --------------------------------------------------------------------------- Generally, Nasdaq will not permit the initial or continued listing of a company that has no specific business plan or that has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. However, in the case of a company 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 (an ``Acquisition Company''), Nasdaq will permit the listing if the company meets all applicable initial listing requirements, as well as the additional conditions described in IM-5101-2. These additional conditions generally require, among other things, that at least 90% of the gross proceeds from the initial public offering must be deposited in a ``deposit account,'' as that term is defined in the rule, and that the company complete within 36 months, or a shorter period identified by the company, one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account at the time of the agreement to enter into the initial combination. Acquisition Companies do not have operating businesses and tend to trade infrequently and in a tight range until the company completes an acquisition. In addition, Acquisition Companies issue few press releases and frequently do not have detailed Web sites. Therefore, upon listing, these companies do not generally need shareholder communication services, market analytic tools or market advisory tools, and generally would only benefit from the complimentary whistleblower hotline provided under IM-5900-7.\6\ Accordingly, Nasdaq proposes to provide that an Acquisition Company listing on the Global Market \7\ before it has satisfied the requirement of IM-5101-2(b), whether as an Eligible New Listing or an Eligible Switch, will not receive complimentary services under IM-5900-7.\8\ --------------------------------------------------------------------------- \6\ It typically takes more than two years for an Acquisition Company to identify a target and complete an acquisition. As a result, the term of any complimentary services offered to an Acquisition Company under IM-5900-7 as an Eligible New Listing would usually expire before the company acquired a target and began operating as an operating company that could benefit from the services. \7\ Rule 5310(i) provides that a company subject to IM-5101-2 is not eligible to list on the Global Select Market. \8\ To date, all companies listing under IM-5101-2 have listed on the Capital Market. The services described in IM-5900-7 are not available to companies listing on the Capital Market. --------------------------------------------------------------------------- However, once an Acquisition Company completes a business combination with an operating company, the combined company is much like any other newly public company and could benefit from the complimentary services Nasdaq offers other newly public companies. Accordingly, Nasdaq proposes to include in the definition of an ``Eligible New Listing'' that receives complimentary services under IM- 5900-7 an Acquisition Company that completes a business combination that satisfies the conditions in IM-5101-2(b) and that lists on the Global or Global Select Market in conjunction with that business combination.\9\ --------------------------------------------------------------------------- \9\ The company would receive the same services under IM-5900-7, with the same value, as any other Eligible New Listing. --------------------------------------------------------------------------- For purposes of IM-5900-7, Nasdaq will treat a company previously listed on the Capital Market as listing on the Global or Global Select Market in conjunction with a business combination that satisfies the conditions in IM-5101-2(b) if it files an application to list on the Global or Global Select Market before completing the combination and demonstrates compliance with all applicable criteria within 60 days of completing the business combination. This additional time may be required, in some cases, to allow the issuance of shares in the transaction and then for the newly formed entity to obtain information from third parties to demonstrate compliance with the shareholder and public float requirements. If the Acquisition Company is listed on the Global Market at the time it completes a business combination that satisfies the conditions in IM-5101-2(b) and remains listed on the Global Market or transfers to the Global Select Market, the complimentary period will commence on the date of such business combination.\10\ If the Acquisition Company is listed on the Capital Market at the time it completes the business combination that satisfies the conditions in IM-5101-2(b), the complimentary period will commence on the date of listing on the Global or Global Select Market.\11\ In either case, however, if the company lists on the Global or Global Select Market and begins to use a particular service provided under IM-5900-7 within 30 days after the date of the business combination, the complimentary period for that service will begin on the date of first use. --------------------------------------------------------------------------- \10\ An Acquisition Company must meet the initial listing requirements at the time of its business combination even if it is already listed on the Global Market. See IM-5101-2(d). \11\ An Acquisition Company that was listed on the Capital Market before the business combination would remain on the Capital Market until it demonstrates compliance with the applicable Global or Global Select Market initial listing criteria. --------------------------------------------------------------------------- Nasdaq also proposes to delete a reference in the existing rule text to ``NASDAQ'' when referring to the Global and Global Select Markets, to conform to other references to the Global and Global Select Markets within the rule. Finally, Nasdaq proposes to update the introductory note in IM-5900-7 to include the specific date that a prior change to the rule was approved. This change is designed to ease understanding of the rule and eliminate the need to cross-reference the approval order for that prior change. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,\12\ in general, and Section 6(b)(4), in particular, in that the proposal is designed, among other things, to provide for the equitable allocation of reasonable dues, fees, and other charges among Nasdaq members and issuers and other persons using its facilities. Nasdaq also believes that the proposed rule change is consistent with Section 6(b)(5) in that it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78f. --------------------------------------------------------------------------- Nasdaq faces competition in the market for listing services,\13\ and competes, in part, by offering valuable services to companies. Nasdaq believes that it is reasonable to offer complimentary services to attract and retain listings as part of this competition. All similarly situated companies are eligible for the same package of services. --------------------------------------------------------------------------- \13\ 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 http://www.justice.gov/atr/public/press_releases/2011/271214.htm. --------------------------------------------------------------------------- Nasdaq also believes it is reasonable, and not unfairly discriminatory, to offer [[Page 69883]] complimentary services to a company described in IM-5101-2 that acquires an operating business, ceases to be an Acquisition Company, and lists (or remains listed) on the Global or Global Select Market. When a company described in IM-5101-2 acquires an operating business and ceases to be an Acquisition Company, the company is similar to other Eligible New Listings, such as initial public offerings, and will have increased need to focus on identifying and communicating with its shareholders. Like the other Eligible New Listings that receive complimentary services under the existing rule, these companies are transitioning to the traditional public company model and the complimentary services provided will help ease that transition. In addition, these companies will be purchasing many of these services for the first time, and offering complimentary services will provide Nasdaq Corporate Solutions the opportunity to demonstrate the value of its services and forge a relationship with the company at a time when it is choosing its service providers. For these reasons, Nasdaq believes it is not an inequitable allocation of fees nor unfairly discriminatory to offer the services to a company described in IM-5101-2 when it completes a business combination satisfying IM-5101-2(b). In addition, because Acquisition Companies described in IM-5101-2 have little use for services upon listing, and because they will be eligible to receive services if they complete a business combination satisfying IM-5101-2(b), Nasdaq does not think it is unfairly discriminatory to modify the rule so that a company described in IM- 5101-2 does not receive services upon listing. An Acquisition Company could list on the Global Market at the time of its initial public offering, but never complete an acquisition that satisfies the requirements of IM-5101-2(b). While under the proposed rule change such a company would never receive complimentary services, Nasdaq does not believe that the services generally would be useful to the Acquisition Company and the Acquisition Company therefore would not suffer any meaningful detriment as a consequence. Allowing an Acquisition Company up to 30 days after completing a business combination to start using the complimentary services reflects Nasdaq's experience that it can take companies a period of time to review and complete necessary contracts and training following their becoming eligible for those services. Allowing this modest 30-day period, if the company needs it, helps ensure that the company will have the benefit of the full period permitted under the rule to actually use the services, thus giving companies the full intended benefit. Defining a company to be listing in conjunction with a business combination that satisfies the conditions in IM-5101-2(b) to include a company listed on the Capital Market that both filed an application to list on the Global or Global Select Market before completing the business combination and demonstrated compliance with all applicable criteria for the Global or Global Select Market within 60 days of completing the business combination reflects Nasdaq's experience that such a company may need a period of as long as 60 days to obtain information from third parties to demonstrate compliance with the listing requirements. Beginning the complimentary period for a company in this situation on the date of its listing on the Global or Global Select Market is consistent with the period provided to other Eligible New Listings and Eligible Switches, which begins on the date of listing. Moreover, prior to that point, there is no certainty as to whether the company will qualify for the Global or Global Select Market and be eligible to receive the services and, as a result, complimentary services could not be provided prior to that date. Nasdaq believes that this 60-day period appropriately recognizes the practical problem that a company may have with demonstrating compliance with the initial listing requirements for the Global or Global Select Market at exactly the time of its business combination. However, a company that takes advantage of this time period cannot further extend the start of the complimentary period by using an additional 30-day period to start using the complimentary services. Nasdaq further believes that it is not unfairly discriminatory to limit this 60-day period to Acquisition Companies transitioning from the Capital Market to the Global or Global Select Market and to not also extend it to Acquisition Companies already listed on the Global Market. An Acquisition Company that is listed on the Global Market was required to have 400 round lot holders upon initially listing and is required to have 400 total holders for continued listing. As a result, Nasdaq expects it would be rare for a company already on the Global Market to need additional time to demonstrate compliance with this, or other, initial listing requirement. Nasdaq believes that this is a non- discriminatory reason to distinguish between these types of companies. 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. The proposed rule change reflects Nasdaq's ongoing assessment of the competitive market for listings and does not place any unnecessary burden on that competition. In many cases, an Acquisition Company will consider transferring to a new listing venue when it completes a business combination. The proposed rule change will allow Nasdaq to compete to retain these companies by offering them a package of complimentary services that assists their transition to being a traditional public company. Nasdaq believes that when the complimentary period ends, a former Acquisition Company that had acquired an operating business will be more likely to continue to use the Nasdaq Corporate Solutions service or a competing service, whereas otherwise they may not be exposed to the value of these services and therefore may not purchase any. This will create additional users of the service class and enhance competition among service providers. In addition, other service providers can also offer similar services to companies, thereby increasing competition to the benefit of those companies and their shareholders. Accordingly, Nasdaq does not believe the proposed rule change will impose 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 No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 60 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission shall: (a) By order approve or disapprove such proposed rule change, or (b) institute proceedings to determine whether the proposed rule change should be disapproved. [[Page 69884]] 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 CommentsUse 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-2016-106 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2016-106. 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 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 Web site 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-NASDAQ-2016-106 and should be submitted on or before October 28, 2016. --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\14\ Robert W. Errett, Deputy Secretary. [FR Doc. 2016-24279 Filed 10-6-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 195 / Friday, October 7, 2016 / Notices 69881
Paper Comments ensure that the rules of the Exchange at http://nasdaq.cchwallstreet.com, at
• Send paper comments in triplicate would be in place for the start of the the principal office of the Exchange, and
to Secretary, Securities and Exchange Pilot. Accordingly, the Commission at the Commission’s Public Reference
Commission, 100 F Street NE., finds good cause, pursuant to Section Room.
Washington, DC 20549–1090. 19(b)(2) of the Act,37 to approve the
II. Self-Regulatory Organization’s
All submissions should refer to File proposed rule change, as modified by
Statement of the Purpose of, and
Number SR–NYSE–2016–62. This file Amendment No. 2, on an accelerated
Statutory Basis for, the Proposed Rule
number should be included on the basis.
Change
subject line if email is used. To help the VII. Conclusion In its filing with the Commission, the
Commission process and review your It is therefore ordered that, pursuant Exchange included statements
comments more efficiently, please use to Section 19(b)(2) of the Act,38 the concerning the purpose of and basis for
only one method. The Commission will proposed rule change (SR–NYSE–2016– the proposed rule change and discussed
post all comments on the Commission’s 62), as modified by Amendment No. 2, any comments it received on the
Internet Web site (http://www.sec.gov/ be and hereby is approved on an proposed rule change. The text of these
rules/sro.shtml). Copies of the accelerated basis. statements may be examined at the
submission, all subsequent places specified in Item IV below. The
amendments, all written statements For the Commission, by the Division of
Trading and Markets, pursuant to delegated Exchange has prepared summaries, set
with respect to the proposed rule forth in sections A, B, and C below, of
authority.39
change that are filed with the the most significant aspects of such
Commission, and all written Robert W. Errett,
Deputy Secretary. statements.
communications relating to the
proposed rule change between the [FR Doc. 2016–24284 Filed 10–6–16; 8:45 am] A. Self-Regulatory Organization’s
Commission and any person, other than BILLING CODE 8011–01–P Statement of the Purpose of, and the
those that may be withheld from the Statutory Basis for, the Proposed Rule
public in accordance with the Change
provisions of 5 U.S.C. 552, will be SECURITIES AND EXCHANGE
COMMISSION 1. Purpose
available for Web site viewing and
printing in the Commission’s Public [Release No. 34–79025; File No. SR–
Nasdaq proposes to modify IM–5900–
Reference Room, 100 F Street NE., NASDAQ–2016–106] 7 to change the treatment of acquisition
Washington, DC 20549–1090, on official companies under that rule.
business days between the hours of Self-Regulatory Organizations; The Nasdaq offers complimentary services
10:00 a.m. and 3:00 p.m. Copies of such Nasdaq Stock Market LLC; Notice of under IM–5900–7 to companies listing
filing will also be available for Filing of Proposed Rule Change To on the Nasdaq Global and Global Select
inspection and copying at the principal Modify Rule IM–5900–7 To Adjust the Markets in connection with an initial
office of the Exchange. All comments Entitlement to Services of Acquisition public offering, upon emerging from
received will be posted without change; Companies bankruptcy, or in connection with a
the Commission does not edit personal spin-off or carve-out from another
October 3, 2016. company (‘‘Eligible New Listings’’) and
identifying information from
Pursuant to Section 19(b)(1) 1 of the to companies that switch their listing
submissions. You should submit only
Securities Exchange Act of 1934 from the New York Stock Exchange
information that you wish to make
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3 (‘‘NYSE’’) to the Global or Global Select
available publicly. All submissions
notice is hereby given that, on Markets (‘‘Eligible Switches’’).4
should refer to File Number SR–NYSE–
September 22, 2016, The Nasdaq Stock Nasdaq believes that the
2016–62 and should be submitted on or
Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) complimentary service program offers
before October 28, 2016.
filed with the Securities and Exchange valuable services to newly listing
VI. Accelerated Approval of Proposed Commission (‘‘Commission’’) the companies, designed to help ease the
Rule Change, as Modified by proposed rule change as described in transition of becoming a public
Amendment No. 2 Items I, II, and III below, which Items company or switching markets, makes
The Commission finds good cause to have been prepared by the self- listing on Nasdaq more attractive to
approve the proposed rule change, as regulatory organization. The these companies, and also provides
modified by Amendment No. 2, prior to Commission is publishing this notice to Nasdaq Corporate Solutions the
the thirtieth day after the date of solicit comments on the proposed rule opportunity to demonstrate the value of
publication of notice of Amendment No. change from interested persons. its services and forge a relationship with
2 in the Federal Register. As described I. Self-Regulatory Organization’s the company. The services offered
above, the Exchange proposes to amend Statement of the Terms of Substance of include a whistleblower hotline,
its rules to comply with the Plan and the Proposed Rule Change investor relations Web site, disclosure
clarify other rules related to LULD and services for earnings or other press
The Exchange proposes to modify the releases, webcasting, market analytic
Trading Collars.
The Commission believes that the treatment of acquisition companies tools, and may include market advisory
proposals related to LULD Price Bands under IM–5900–7.
and Trading Collars should provide The text of the proposed rule change 4 See Exchange Act Release No. 65963 (December
mstockstill on DSK3G9T082PROD with NOTICES
clarity on instances where they are not is available on the Exchange’s Web site 15, 2011), 76 FR 79262 (December 21, 2011) (SR–
NASDAQ–2011–122) (adopting IM–5900–7);
in the MPV. The Commission believes 37 15 Exchange Act Release No. 72669 (July 24, 2014), 79
U.S.C. 78s(b)(2).
that the proposals related to the Pilot are 38 Id. FR 44234 (July 30, 2014) (SR–NASDAQ–2014–058)
designed to ensure compliance with the 39 17
(adopting changes to IM–5900–7); Exchange Act
CFR 200.30–3(a)(12). Release No. 78806 (September 9, 2016), 81 FR
Plan. The Commission notes that the 1 15 U.S.C. 78s(b)(1). 63523 (September 15, 2016) (SR–NASDAQ–2016–
Pilot is scheduled to start on October 3, 2 15 U.S.C. 78a.
098). These adopting releases are collectively
2016, and accelerated approval would 3 17 CFR 240.19b–4. referred to as the ‘‘Prior Filings.’’
VerDate Sep<11>2014 17:36 Oct 06, 2016 Jkt 241001 PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 E:\FR\FM\07OCN1.SGM 07OCN1](https://thefederalregister.org/doc/81_FR_70076/page/1.svg)
![69884 Federal Register / Vol. 81, No. 195 / Friday, October 7, 2016 / Notices
IV. Solicitation of Comments For the Commission, by the Division of by 5:30 p.m. on October 28, 2016 and
Trading and Markets, pursuant to delegated should be accompanied by proof of
Interested persons are invited to authority.14 service on the applicants, in the form of
submit written data, views, and Robert W. Errett, an affidavit, or, for lawyers, a certificate
arguments concerning the foregoing, Deputy Secretary. of service. Pursuant to Rule 0–5 under
including whether the proposed rule [FR Doc. 2016–24279 Filed 10–6–16; 8:45 am] the Act, hearing requests should state
change is consistent with the Act. BILLING CODE 8011–01–P the nature of the writer’s interest, any
Comments may be submitted by any of facts bearing upon the desirability of a
the following methods: hearing on the matter, the reason for the
SECURITIES AND EXCHANGE request, and the issues contested.
Electronic Comments COMMISSION Persons who wish to be notified of a
• Use the Commission’s Internet [Investment Company Act Release No. 32– hearing may request notification by
comment form (http://www.sec.gov/ 300; File No. 812–14583] writing to the Commission’s Secretary.
rules/sro.shtml); or ADDRESSES: Secretary, U.S. Securities
Legg Mason Global Asset Management and Exchange Commission, 100 F Street
• Send an email to rule-comments@ Trust, et al.; Notice of Application NE., Washington, DC 20549–1090;
sec.gov. Please include File Number SR– Applicants, c/o: Bryan Chegwidden,
NASDAQ–2016–106 on the subject line. October 3, 2016.
Esq., Rope & Gray LLP, 1211 Avenue of
AGENCY: Securities and Exchange the Americas, New York, NY 10036, and
Paper Comments Commission (‘‘Commission’’). Robert I. Frenkel, Legg Mason & Co.,
• Send paper comments in triplicate ACTION: Notice of an application for an LLC, 100 First Stamford Place,
to Brent J. Fields, Secretary, Securities order pursuant to: (a) Section 6(c) of the Stamford, CT 06902.
and Exchange Commission, 100 F Street Investment Company Act of 1940 FOR FURTHER INFORMATION CONTACT: Judy
NE., Washington, DC 20549–1090. (‘‘Act’’) granting an exemption from T. Lee, Senior Special Counsel, at (202)
sections 18(f) and 21(b) of the Act; (b) 551–6259 or Sara Crovitz, Assistant
All submissions should refer to File section 12(d)(1)(J) of the Act granting an Chief Counsel, at (202) 551–6720
Number SR–NASDAQ–2016–106. This exemption from section 12(d)(1) of the (Division of Investment Management,
file number should be included on the Act; (c) sections 6(c) and 17(b) of the Chief Counsel’s Office).
subject line if email is used. To help the Act granting an exemption from sections
SUPPLEMENTARY INFORMATION: The
Commission process and review your 17(a)(1), 17(a)(2) and 17(a)(3) of the Act;
following is a summary of the
comments more efficiently, please use and (d) section 17(d) of the Act and rule
application. The complete application
only one method. The Commission will 17d-1 under the Act to permit certain
may be obtained via the Commission’s
post all comments on the Commission’s joint arrangements and transactions.
Web site by searching for the file
Internet Web site (http://www.sec.gov/ Applicants request an order that would
number, or an applicant using the
rules/sro.shtml). Copies of the permit certain registered open-end
Company name box, at http://
submission, all subsequent management investment companies to
www.sec.gov/search/search.htm or by
amendments, all written statements participate in a joint lending and
calling (202) 551–8090.
with respect to the proposed rule borrowing facility.
change that are filed with the Summary of the Application
Commission, and all written APPLICANTS: Legg Mason Global Asset 1. Applicants request an order that
Management Trust, Legg Mason Global would permit the applicants to
communications relating to the
Asset Management Variable Trust, Legg participate in an interfund lending
proposed rule change between the
Mason Partners Income Trust, Legg facility where each Fund could lend
Commission and any person, other than
Mason Partners Institutional Trust, Legg money directly to and borrow money
those that may be withheld from the Mason Partners Money Market Trust,
public in accordance with the directly from other Funds to cover
Legg Mason Partners Premium Money unanticipated cash shortfalls, such as
provisions of 5 U.S.C. 552, will be Market Trust, Legg Mason Partners
available for Web site viewing and unanticipated redemptions or trade
Variable Income Trust, Master Portfolio fails.1 The Funds will not borrow under
printing in the Commission’s Public Trust, and Western Asset Funds, Inc.,
Reference Room, 100 F Street NE., the facility for leverage purposes and
registered under the Act as open-end the loans’ duration will be no more than
Washington, DC 20549 on official management investment companies 7 days.2
business days between the hours of with one or more series, and Legg 2. Applicants anticipate that the
10:00 a.m. and 3:00 p.m. Copies of the Mason Partners Fund Advisor, LLC (the proposed facility would provide a
filing also will be available for ‘‘Adviser’’), registered as an investment borrowing Fund with a source of
inspection and copying at the principal adviser under the Investment Advisers
office of the Exchange. All comments Act of 1940. 1 Applicants request that the order apply to the
received will be posted without change; FILING DATES: The application was filed applicants and to any existing or future registered
the Commission does not edit personal on November 27, 2015, and amended on open-end management investment company or
series thereof for which the Adviser or any
identifying information from May 5, 2016. successor thereto or an investment adviser
submissions. You should submit only HEARING OR NOTIFICATION OF HEARING: controlling, controlled by, or under common
information that you wish to make An order granting the requested relief control with the Adviser or any successor thereto
mstockstill on DSK3G9T082PROD with NOTICES
available publicly. All submissions serves as investment adviser (each a ‘‘Fund’’ and
will be issued unless the Commission collectively the ‘‘Funds’’ and each such investment
should refer to File Number SR– orders a hearing. Interested persons may adviser an ‘‘Adviser’’). For purposes of the
NASDAQ–2016–106 and should be request a hearing by writing to the requested order, ‘‘successor’’ is limited to any entity
submitted on or before October 28, Commission’s Secretary and serving that results from a reorganization into another
jurisdiction or a change in the type of a business
2016. applicants with a copy of the request, organization.
personally or by mail. Hearing requests 2 Any Fund, however, will be able to call a loan
14 17 CFR 200.30–3(a)(12). should be received by the Commission on one business day’s notice.
VerDate Sep<11>2014 17:36 Oct 06, 2016 Jkt 241001 PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 E:\FR\FM\07OCN1.SGM 07OCN1](https://thefederalregister.org/doc/81_FR_70076/page/4.svg)
Document Created: 2018-02-13 16:31:58
Document Modified: 2018-02-13 16:31:58
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 81 FR 69881 |
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