31952 Federal Register / Vol. 66, No. 114 / Wednesday, June 13, 2001 / Notices

1 15 U.S.C. 78(f).

2See Letter to Annette L. Nazareth, Director,

Division of Market Regulation (‘‘Division’’),

Commission, from Edward S. Knight, Executive

Vice President and General Counsel, Nasdaq, dated

November 9, 2000. Exhibits A and C to Nasdaq’s

application were incomplete, and therefore on

March 15, 2001, Nasdaq submitted to the

Commission revised Exhibits A and C to address

the deficiencies. As a result, Nasdaq’s Form 1 was

completed and officially filed with the Commission

on March 15, 2001.

limit order when that limit order is

priced superior to the quote that is

currently being displayed by the

specialist or market maker. Customer

limit orders that match the bid or offer

being displayed by the specialist or

market maker must also be displayed if

the limit order price matches the

national best bid or offer. It is estimated

that approximately 926 broker and

dealer respondents incur an aggregate

burden of 9,056 hours per year to

comply with this rule.

Rule 11Ac1–4 does not contain record

retention requirements. Compliance

with the rule is mandatory. Responses

are not confidential. An agency may not

conduct or sponsor and a person is not

required to respond to a collection of

information unless it displays a

currently valid control number.

Written comments are invited on: (a)

Whether the proposed collection of

information is necessary for the proper

performance of the functions of the

agency, including whether the

information shall have practical utility;

(b) the accuracy of the agency’s estimate

of the burden of the proposed collection

of information; (c) ways to enhance the

quality, utility, and clarity of the

information to be collected; and (d)

ways to minimize the burden of the

collection of information on

respondents, including through the use

of automated collection techniques or

other forms of information technology.

Consideration will be given to

comments and suggestions submitted in

writing within 60 days of this

publication.

Direct your written comments to

Michael E. Bartell, Associate Executive

Director, Office of Information

Technology, Securities and Exchange

Commission, 450 5th Street, NW.,

Washington, DC 20549.

Dated: June 6, 2001.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–14871 Filed 6–12–01; 8:45 am]

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Submission for OMB Review;

Comment Request

Upon Written Request, Copies

Available From: Securities and

Exchange Commission, Office of Filings

and Information Services, Washington,

DC 20549.

Extension: Rule 15a–6, SEC File No.

270–329, OMB Control No. 3235–0371

Notice is hereby given that pursuant

to the Paperwork Reduction Act of 1995

(44 U.S.C. 3501 et seq.), the Securities

and Exchange Commission

(‘‘Commission’’) has submitted to the

Office of Management and Budget a

request for extension of the previously

approved collection of information

discussed below.

Rule 15a–6 under the Securities

Exchange Act of 1934 provides, among

other things, an exemption from brokerdealer registration for foreign brokerdealers that effect trades with or for U.S.

institutional investors through a U.S.

registered broker-dealer, provided that

the U.S. broker-dealer obtains certain

information about, and consents to

service of process from, the personnel of

the foreign broker-dealer involved in

such transactions, and maintains certain

records in connection therewith.

These requirements are intended to

ensure (a) that the U.S. broker-dealer

will receive notice of the identity of,

and has reviewed the background of,

foreign personnel who will contact U.S.

institutional investors, (b) that the

foreign broker-dealer and its personnel

effectively may be served with process

in the event enforcement action is

necessary, and (c) that the Commission

has ready access to information

concerning these persons and their U.S.

securities activities.

In general, the records to be

maintained under Rule 15a–6 must be

kept for the applicable time periods as

set forth in Rule 17a–4 under the

Exchange Act or, with respect to the

consents to service of process, for a

period of not less than six years after the

applicable person ceases engaging in

U.S. securities activities. Reliance on

the exemption set forth in Rule 15a–6 is

voluntary, but if a foreign broker-dealer

elects to rely on such exemption, the

collection of information described

therein is mandatory. The collection

does not involve confidential

information. It is estimated that

approximately 2,000 respondents will

incur an average burden of three hours

per year to comply with this rule, for a

total burden of 6,000 hours. At an

average cost per hour of approximately

$100, the resultant total cost of

compliance for the respondents is

$600,000 per year (2,000 entities × 3

hours/entity × $100/hour = $600,000).

An agency may not conduct or

sponsor, and a person is not required to

respond to, a collection of information

unless it displays a currently valid

control number.

Written comments regarding the

above information should be directed to

the following persons: (a) Desk Office of

the Securities and Exchange

Commission, Office of Information and

Regulatory Affairs, Office of

Management and Budget, Room 10102,

New Executive Office Building,

Washington, D.C. 20503; and (b)

Michael E. Bartell, Associate Executive

Director, Office of Information

Technology, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Comments

must be submitted to the Office of

Management and Budget within 30 days

of this notice.

Dated: June 6, 2001.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–14870 Filed 6–12–01; 8:45 am]

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[Release No. 34–44396; File No. 10–131]

The Nasdaq Stock Market, Inc.; Notice

of Filing of Application for Registration

as a National Securities Exchange

Under Section 6 of the Securities

Exchange Act of 1934

June 7, 2001.

The Nasdaq Stock Market, Inc.

(‘‘Nasdaq’’) completed its application

for registration as a national securities

exchange (‘‘Form 1’’) under section 6 1

of the Securities Exchange Act of 1934

(the ‘‘Exchange Act’’) and submitted it

to the Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’)

on March 15, 2001.2 The Commission is

publishing this notice to solicit

comments on Nasdaq’s Form 1.

I. Background

Until recently, Nasdaq was a whollyowned subsidiary of the National

Association of Securities Dealers, Inc.

(‘‘NASD’’). On April 14, 2000, NASD

members voted in favor of a

restructuring plan that broadens the

ownership of Nasdaq through a twophase, private placement of common

stock and warrants to include not only

NASD members, but also Nasdaq

issuers, institutional investors and

strategic partners. In the first phase of

the private placement, which was

completed in June 2000, the NASD sold

shares and issued warrants overlaying

Federal Register / Vol. 66, No. 114 / Wednesday, June 13, 2001 / Notices 31953

3For both phases of the private placement, the

NASD’s percentage ownership of Nasdaq assumes

that all warrants sold are fully exercised. Recently,

Nasdaq also announced an agreement to sell

subordinated debentures convertible into Nasdaq

common stock to a private equity firm. If fully

converted, this private equity firm would own

approximately 9.8% of Nasdaq common stock. The

Division currently is considering changes to

Nasdaq’s Certificate of Incorporation that would be

necessary to consummate the sale of these

debentures.

4Securities Exchange Act Release No. 37107

(April 11, 1996), 61 FR 16948 (April 18, 1996).

5Pursuant to Rule 3a1–1, an organization,

association, or group of persons shall be exempt

from the definition of ‘‘exchange’’ if it is operated

by a national securities association. Unless another

exemption from the definition of ‘‘exchange’’

applies, such organization, association, or group of

persons that otherwise meets the definition of an

‘‘exchange’’ must register as such with the

Commission. 17 CFR 240.3a1–1.

6The voting trust will automatically expire and

the NASD will no longer control or operate Nasdaq

upon Nasdaq’s registration as an exchange.

7Section 19(a) of the Exchange Act, 15 U.S.C.

78(s)(a).

8 15 U.S.C. 78f(b)(1).

9 15 U.S.C. 78j(a).

10 15 U.S.C. 78k(a).

11 15 U.S.C. 78k–1.

12 17 CFR 240.11Ac1–1(b)1(ii).

shares of Nasdaq it owned, and Nasdaq

also issued and sold additional shares.

As a result, the NASD’s ownership

interest in Nasdaq was reduced from

100% to 60%. The second phase of the

private placement was completed on

January 18, 2001, and as a result the

NASD’s ownership interest in Nasdaq

was further reduced to 40%.3

Nasdaq currently is operated by the

NASD pursuant to a Plan of Allocation

and Delegation of Functions by the

NASD to Subsidiaries as approved by

the Commission.4 Until approval of

Nasdaq’s exchange registration, the

shares of common stock underlying

unexercised and unexpired warrants, as

well as the shares of common stock

purchased through the valid exercise of

warrants, will be voted by a trustee at

the direction of the NASD. Thus, even

though the NASD has divested itself of

its ownership interest and currently

does not own a controlling interest in

Nasdaq, the NASD nonetheless

exercises effective control over Nasdaq

through voting until the Commission

approves Nasdaq’s exchange

registration.

II. Nasdaq’s Exchange Registration

Nasdaq currently is exempt from the

definition of ‘‘exchange’’ under Rule

3a1–1 because it is operated by the

NASD.5 Before the NASD may

relinquish control, Nasdaq must register

as a national securities exchange.6

Accordingly, Nasdaq has filed a

complete Form 1, including all of the

required exhibits, to register as a

national securities exchange.

The Form 1 provides detailed

information about Nasdaq and how it

proposes to satisfy the requirements of

the Exchange Act. The Commission

shall grant such registration if it finds

that the requirements of the Exchange

Act and the rules and regulations

thereunder with respect to Nasdaq are

satisfied.7 There are a number of

implications to Nasdaq’s separation

from the NASD and application to

register and operate as an exchange. For

example, Nasdaq will have to

demonstrate that it has the capacity to

comply, and enforce compliance by its

members, with the Exchange Act and its

own rules.8 In addition, while members

of a national securities association are

not subject to section 10(a) 9 when

trading Nasdaq stocks, if the

Commission approves Nasdaq’s

registration as an exchange, Section

10(a) will apply to such trading.

Moreover, while Nasdaq members are

not subject to section 11(a) 10 of the

Exchange Act for their Nasdaq

transactions, they would be subject to

section 11(a) if Nasdaq becomes an

exchange. Furthermore, while the Form

1 contemplates that Nasdaq will be an

exchange trading Nasdaq National

Market securities and Nasdaq SmallCap

securities, the future operation of the

Over-the-Counter Bulletin Board must

be addressed. Before Nasdaq can register

as a national securities exchange, it

must be able to satisfy its obligations

under section 11A 11 of the Act. Finally,

Nasdaq’s exchange registration has

implications for the NASD which, as a

national securities association, will

continue to be required to collect bids,

offers and quotation sizes for those

entities seeking to trade listed securities,

including Nasdaq securities, otherwise

than on a national securities

exchange.12 The Commission notes that

the NASD’s quotation and transaction

reporting facility must be operational

upon Nasdaq’s exchange registration.

III. Solicitation of Comments

A complete copy of Nasdaq’s Form 1

is available in the Commission’s Public

Reference Room, File No. 10–131.

Portions of Nasdaq’s Form 1, including

Nasdaq’s rules, also are available on the

Commission’s website at http:/

www.sec.gov/rules/other.shtml.

Interested persons should submit three

copies of their written data, views and

opinions on Nasdaq’s Form 1 to

Jonathan G. Katz, Secretary, Securities

and Exchange Commission, 450 Fifth

Street, NW., Washington, D.C. 20549–

0609. Comments also may be submitted

electronically at the following E-mail

address: rule-comments@sec.gov.

Comments must be received on or

before July 30, 2001. All comment

letters should refer to File No. 10–131;

this file number should be included on

the subject line if comments are

submitted using E-mail. The

Commission requests that commenters

focus on issues raised in Nasdaq’s Form

1, File No. 10–131, when submitting

comments in response to this notice.

Commenters wishing to address another

specific rule filing by the NASD

pending with the Commission should

direct their comments to that specific

rule proposal. Copies of all submissions,

amendments, and all written statements

will be available for public inspection

and copying at the Commission’s Public

Reference Room. Electronically

submitted comment letters will be

posted on the Commission’s Internet

website (http://www.sec.gov).

For questions regarding this release,

contact Rebekah Liu, Special Counsel, at

(202) 942–0133; Geoffrey Pemble,

Attorney, at (202) 942–0757, Division of

Market Regulation, Securities and

Exchange Commission, 450 Fifth Street,

Washington, DC 20549–1001.

By the Commission.

Jonathan G. Katz,

Secretary.

[FR Doc. 01–14831 Filed 6–12–01; 8:45 am]

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[Investment Company Act Release No.

24999; 812–12406]

AB Funds Trust, et al.; Notice of

Application

June 7, 2001.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application under: (a)

Section 12(d)(1)(J) of the Investment

Company Act of 1940 (the ‘‘Act’’)

requesting an exemption from section

12(d)(1) of the Act; sections 6(c) and

17(b) of the Act requesting an

exemption from section 17(a) of the Act;

and section 17(d) of the Act and rule

17d-1 under the Act to permit certain

joint transactions; (b) section 12(d)(1)(J)

of the Act requesting an exemption from

section 12(d)(1)(G)(i)(II) of the Act; (c)

sections 6(c), 10(f) and 17(b) of the Act

requesting an exemption from sections

17(a), 17(e), 10(f) and 12(d)(3) of the Act

and rule 17e-1 under the Act; and (d)

section 17(b) of the Act requesting an

exemption from section 17(a) of the Act.