Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the NASD Rule 4500 Series To Describe an Application of Nasdaq's Authority To Waive Fees and To Make Certain Technical Changes, 25273-25274 [E6-6410]
Download as PDF
<![CDATA[
Federal Register / Vol. 71, No. 82 / Friday, April 28, 2006 / Notices
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 No.
SR–NASD–2006–050 and should be
submitted on or before May 19, 2006.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.20
Nancy M. Morris,
Secretary.
[FR Doc. E6–6375 Filed 4–27–06; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53696; File No. SR–NASD–
2006–047]
Self-Regulatory Organizations;
National Association of Securities
Dealers, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Modify the NASD Rule
4500 Series To Describe an Application
of Nasdaq’s Authority To Waive Fees
and To Make Certain Technical
Changes
April 21, 2006.
jlentini on PROD1PC65 with NOTICES
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 April 4,
2006, the National Association of
Securities Dealers, Inc. (‘‘NASD’’),
through its subsidiary, The Nasdaq
Stock Market, Inc. (‘‘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 prepared by Nasdaq. Nasdaq
has designated the proposed rule change
as ‘‘constituting a stated policy,
practice, or interpretation with respect
to the meaning, administration, or
enforcement of an existing rule’’ under
Section 19(b)(3)(A)(i) of the Act 3 and
Rule 19b–4(f)(1) thereunder,4 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.
20 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(i).
4 17 CFR 240.19b–4(f)(1).
17:14 Apr 27, 2006
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
In January 2005, the Commission
approved a proposed rule change by
Nasdaq to eliminate the entry and
application fees under NASD Rules
4510(a) and 4520(a) for companies listed
on a national securities exchange (an
‘‘exchange’’) that transfer their listing to
the Nasdaq National Market or the
Nasdaq Capital Market.5 This filing was
based on Nasdaq’s belief that assessing
initial listing fees against issuers that
have already paid fees to list on another
market imposes a burden on the
competition between exchange markets
and markets other than exchange
markets, a competition that is one of the
central goals of the national market
system.6 In approving that proposed
rule change, the Commission stated its
belief that such a program ‘‘may
ultimately benefit issuers and investors
because competition among listing
markets has the potential to enhance the
quality of services that listing markets
provide.7
Based on recent experience with
companies considering switching from
5 Securities Exchange Act Release No. 51004
(January 10, 2005), 70 FR 2917 (January 18, 2005)
(SR–NASD–2004–140).
6 15 U.S.C. 78k–1.
7 See footnote 5, supra.
1 15
VerDate Aug<31>2005
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Nasdaq proposes to modify the NASD
Rule 4500 series to describe an
application of Nasdaq’s authority to
waive fees and to make certain technical
corrections. Nasdaq will implement the
proposed rule change immediately.
The text of the proposed rule change
is available at NASD, at the
Commission, and at NASD’s Web site
(https://www.nasdaq.com/about/
RuleFilingsListings/ Filings_Listing.stm).
Jkt 208001
PO 00000
Frm 00141
Fmt 4703
Sfmt 4703
25273
other markets, Nasdaq has determined
that companies are also reluctant to
switch markets during the beginning
and middle of the year, because they
will have already paid a non-refundable
annual listing fee to another market. As
a result, Nasdaq proposes to allow
issuers a credit in the pro-rated amount
of any annual listing fees paid to the
other exchange, for the period of time
after the transfer. This credit will be
used to offset the annual fee otherwise
payable to Nasdaq for that period under
NASD Rule 4510(c), 4510(d), or 4520(c),
and cannot exceed that fee.
In light of a switching issuer’s prior
payment to another market, Nasdaq
believes that providing such a credit to
switching issuers is entirely consistent
with an equitable allocation of listing
fees. Further, Nasdaq notes that it does
not expect the financial impact of this
proposed rule change to be material to
Nasdaq, as issuers will only receive a
one year credit and, even with the
proposed rule change in place, a change
in listing venue is a major step for an
issuer, and therefore Nasdaq does not
expect that the number of switching
issuers in a given time frame will be
sufficient to have a material effect on
Nasdaq’s financial resources or
commitment to its regulatory oversight
of the listing process or its regulatory
programs. Further, Nasdaq anticipates
that it will make up any short-term costs
through the long-term receipt of
applicable listing fees.
In addition, Nasdaq proposes to
codify that a credit is available to an
issuer that previously paid a dual listing
annual fee and determines to cease its
dual listing and remain listed on
Nasdaq. As in the case of a company
transferring between the Nasdaq
National Market and the Nasdaq Capital
Market,8 such an issuer will be allowed
a credit against the annual fee otherwise
due in the year of the transfer for the
portion of the dual list annual fee
attributable to the period of time
following the transfer.
While NASD Rules 4e510(c)(2),
4510(d)(3), and 4520(c)(3) provide
Nasdaq with the discretion to waive all
or part of the annual listing fees, Nasdaq
has determined to codify the existence
of these credits given their applicability
to any issuer switching from an
exchange or terminating a dual listing.
Nasdaq also proposes to modify the
text of NASD Rules 4510(c)(5) and
4520(c)(8) to clarify that the annual fee
for an ADR or closed-end fund that is
dually listed on the Nasdaq National
Market, and a closed-end fund that is
8 NASD Rules 4510(c)(3), 4510(d)(6), and
4520(c)(5).
E:\FR\FM\28APN1.SGM
28APN1
25274
Federal Register / Vol. 71, No. 82 / Friday, April 28, 2006 / Notices
dually listed on the Nasdaq Capital
Market, is $15,000, the same as for any
other dually listed security.
Finally, Nasdaq proposes to make
technical corrections to more clearly
describe the termination of a dual
listing, correct an error in the
numbering of the subparagraphs of
NASD Rule 4520(a), correct a reference
in NASD Rule 4520(c)(8), and to delete
IM–4500–2 and IM–4500–3, which no
longer have any applicability.
2. Statutory Basis
jlentini on PROD1PC65 with NOTICES
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 15A of the Act,9 in
general, and with Sections 15A(b)(5)
and (6) of the Act,10 in particular, in that
it is designed to provide an equitable
allocation of reasonable dues, fees, and
charges among members and issuers and
other persons using any facility or
system which NASD operates or
controls, and to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system. The proposed rule change will
assure that an issuer is not required to
pay duplicative fees to multiple
markets, thereby removing an
impediment to issuers transferring from
another market to Nasdaq.
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.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.13
Nancy M. Morris,
Secretary.
[FR Doc. E6–6410 Filed 4–27–06; 8:45 am]
IV. Solicitation of Comments
BILLING CODE 8010–01–P
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASD–2006–047 on the
subject line.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53703; File No. SR–
NYSEArca–2006–09]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to NYSE Arca
Equities Inc. Rule 5.1(c)
April 21, 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 April 13,
2006, NYSE Arca, Inc. (‘‘NYSE Arca’’ or
Paper Comments
‘‘Exchange’’) filed with the Securities
• Send paper comments in triplicate
and Exchange Commission
to Nancy M. Morris, Secretary,
(‘‘Commission’’) the proposed rule
Securities and Exchange Commission,
change as described in Items I, II, and
100 F Street, NE., Washington, DC
III below, which Items have been
20549–1090.
prepared by the Exchange. The
All submissions should refer to File
Exchange filed the proposal pursuant to
Number SR–NASD–2006–047. This file
section 19(b)(3)(A) of the Act 3 and Rule
B. Self-Regulatory Organization’s
number should be included on the
19b–4(f)(6) thereunder,4 which renders
Statement on Burden on Competition
subject line if e-mail is used. To help the the proposal effective upon filing with
Nasdaq does not believe that the
Commission process and review your
the Commission. The Commission is
proposed rule change will result in any
comments more efficiently, please use
publishing this notice to solicit
burden on competition that is not
only one method. The Commission will comments on the proposed rule change
necessary or appropriate in furtherance
post all comments on the Commission’s from interested persons.
of the purposes of the Act, as amended.
Internet Web site (https://www.sec.gov/
I. Self-Regulatory Organization’s
rules/sro.shtml). Copies of the
C. Self-Regulatory Organization’s
Statement of the Terms of Substance of
submission, all subsequent
Statement on Comments on the
the Proposed Rule Change
amendments, all written statements
Proposed Rule Change Received From
NYSE Arca, through its wholly owned
with respect to the proposed rule
Members, Participants, or Others
subsidiary NYSE Arca Equities, Inc.
change that are filed with the
Written comments were neither
(‘‘NYSE Arca Equities’’), is proposing,
Commission, and all written
solicited nor received.
for the reasons and time period set forth
communications relating to the
in this proposal, that an independent
proposed rule change between the
III. Date of Effectiveness of the
Commission and any person, other than accounting firm not prepare a report—
Proposed Rule Change and Timing for
for submission to the Commission—on
those that may be withheld from the
Commission Action
Archipelago Holdings, Inc.’s
public in accordance with the
The proposed rule change has become provisions of 5 U.S.C. 552, will be
(‘‘Archipelago Holdings’’) compliance
effective pursuant to Section
with the applicable NYSE Arca Equities’
available for inspection and copying in
19(b)(3)(A)(i) of the Act 11 and Rule 19b– the Commission’s Public Reference
listing standards, as required by NYSE
4(f)(1) thereunder,12 in that the
Room. Copies of such filing also will be Arca Equities Rule 5.1(c).
proposed rule change constitutes a
available for inspection and copying at
II. Self-Regulatory Organization’s
stated policy, practice, or interpretation the principal office of NASD.
Statement of the Purpose of, and
with respect to the meaning,
All comments received will be posted Statutory Basis for, the Proposed Rule
administration, or enforcement of an
without change; the Commission does
Change
existing rule of NASD. At any time
not edit personal identifying
within 60 days of the filing of the
In its filing with the Commission, the
information from submissions. You
proposed rule change, the Commission
Exchange included statements
should submit only information that
may summarily abrogate such rule
you wish to make available publicly. All
13 17 CFR 200.30–3(a)(12).
submissions should refer to File
9 15 U.S.C. 78o–3.
1 15 U.S.C. 78s(b)(1).
Number SR–NASD–2006–047 and
10 15 U.S.C. 78o–3(b)(5) and (6).
2 17 CFR 240.19b–4.
should be submitted on or before May
11 15 U.S.C. 78s(b)(3)(A)(i).
3 15 U.S.C. 78s(b)(3)(A).
19, 2006.
12 17 CFR 240.19b–4(f)(1).
4 17 CFR 240.19b–4(f)(6).
VerDate Aug<31>2005
17:14 Apr 27, 2006
Jkt 208001
PO 00000
Frm 00142
Fmt 4703
Sfmt 4703
E:\FR\FM\28APN1.SGM
28APN1
]]>Agencies
[Federal Register Volume 71, Number 82 (Friday, April 28, 2006)]
[Notices]
[Pages 25273-25274]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-6410]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53696; File No. SR-NASD-2006-047]
Self-Regulatory Organizations; National Association of Securities
Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change To Modify the NASD Rule 4500 Series To Describe an
Application of Nasdaq's Authority To Waive Fees and To Make Certain
Technical Changes
April 21, 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 April 4, 2006, the National Association of Securities Dealers, Inc.
(``NASD''), through its subsidiary, The Nasdaq Stock Market, Inc.
(``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 prepared by Nasdaq. Nasdaq has
designated the proposed rule change as ``constituting a stated policy,
practice, or interpretation with respect to the meaning,
administration, or enforcement of an existing rule'' under Section
19(b)(3)(A)(i) of the Act \3\ and Rule 19b-4(f)(1) thereunder,\4\ 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\ 15 U.S.C. 78s(b)(3)(A)(i).
\4\ 17 CFR 240.19b-4(f)(1).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Nasdaq proposes to modify the NASD Rule 4500 series to describe an
application of Nasdaq's authority to waive fees and to make certain
technical corrections. Nasdaq will implement the proposed rule change
immediately.
The text of the proposed rule change is available at NASD, at the
Commission, and at NASD's Web site (https://www.nasdaq.com/about/
RuleFilingsListings/Filings_Listing.stm).
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
In January 2005, the Commission approved a proposed rule change by
Nasdaq to eliminate the entry and application fees under NASD Rules
4510(a) and 4520(a) for companies listed on a national securities
exchange (an ``exchange'') that transfer their listing to the Nasdaq
National Market or the Nasdaq Capital Market.\5\ This filing was based
on Nasdaq's belief that assessing initial listing fees against issuers
that have already paid fees to list on another market imposes a burden
on the competition between exchange markets and markets other than
exchange markets, a competition that is one of the central goals of the
national market system.\6\ In approving that proposed rule change, the
Commission stated its belief that such a program ``may ultimately
benefit issuers and investors because competition among listing markets
has the potential to enhance the quality of services that listing
markets provide.\7\
---------------------------------------------------------------------------
\5\ Securities Exchange Act Release No. 51004 (January 10,
2005), 70 FR 2917 (January 18, 2005) (SR-NASD-2004-140).
\6\ 15 U.S.C. 78k-1.
\7\ See footnote 5, supra.
---------------------------------------------------------------------------
Based on recent experience with companies considering switching
from other markets, Nasdaq has determined that companies are also
reluctant to switch markets during the beginning and middle of the
year, because they will have already paid a non-refundable annual
listing fee to another market. As a result, Nasdaq proposes to allow
issuers a credit in the pro-rated amount of any annual listing fees
paid to the other exchange, for the period of time after the transfer.
This credit will be used to offset the annual fee otherwise payable to
Nasdaq for that period under NASD Rule 4510(c), 4510(d), or 4520(c),
and cannot exceed that fee.
In light of a switching issuer's prior payment to another market,
Nasdaq believes that providing such a credit to switching issuers is
entirely consistent with an equitable allocation of listing fees.
Further, Nasdaq notes that it does not expect the financial impact of
this proposed rule change to be material to Nasdaq, as issuers will
only receive a one year credit and, even with the proposed rule change
in place, a change in listing venue is a major step for an issuer, and
therefore Nasdaq does not expect that the number of switching issuers
in a given time frame will be sufficient to have a material effect on
Nasdaq's financial resources or commitment to its regulatory oversight
of the listing process or its regulatory programs. Further, Nasdaq
anticipates that it will make up any short-term costs through the long-
term receipt of applicable listing fees.
In addition, Nasdaq proposes to codify that a credit is available
to an issuer that previously paid a dual listing annual fee and
determines to cease its dual listing and remain listed on Nasdaq. As in
the case of a company transferring between the Nasdaq National Market
and the Nasdaq Capital Market,\8\ such an issuer will be allowed a
credit against the annual fee otherwise due in the year of the transfer
for the portion of the dual list annual fee attributable to the period
of time following the transfer.
---------------------------------------------------------------------------
\8\ NASD Rules 4510(c)(3), 4510(d)(6), and 4520(c)(5).
---------------------------------------------------------------------------
While NASD Rules 4e510(c)(2), 4510(d)(3), and 4520(c)(3) provide
Nasdaq with the discretion to waive all or part of the annual listing
fees, Nasdaq has determined to codify the existence of these credits
given their applicability to any issuer switching from an exchange or
terminating a dual listing.
Nasdaq also proposes to modify the text of NASD Rules 4510(c)(5)
and 4520(c)(8) to clarify that the annual fee for an ADR or closed-end
fund that is dually listed on the Nasdaq National Market, and a closed-
end fund that is
[[Page 25274]]
dually listed on the Nasdaq Capital Market, is $15,000, the same as for
any other dually listed security.
Finally, Nasdaq proposes to make technical corrections to more
clearly describe the termination of a dual listing, correct an error in
the numbering of the subparagraphs of NASD Rule 4520(a), correct a
reference in NASD Rule 4520(c)(8), and to delete IM-4500-2 and IM-4500-
3, which no longer have any applicability.
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 15A of the Act,\9\ in general, and with
Sections 15A(b)(5) and (6) of the Act,\10\ in particular, in that it is
designed to provide an equitable allocation of reasonable dues, fees,
and charges among members and issuers and other persons using any
facility or system which NASD operates or controls, and to remove
impediments to and perfect the mechanism of a free and open market and
a national market system. The proposed rule change will assure that an
issuer is not required to pay duplicative fees to multiple markets,
thereby removing an impediment to issuers transferring from another
market to Nasdaq.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78o-3.
\10\ 15 U.S.C. 78o-3(b)(5) and (6).
---------------------------------------------------------------------------
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 proposed rule change has become effective pursuant to Section
19(b)(3)(A)(i) of the Act \11\ and Rule 19b-4(f)(1) thereunder,\12\ in
that the proposed rule change constitutes a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing rule of NASD. At any time within 60 days of
the filing of the proposed rule change, 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.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b)(3)(A)(i).
\12\ 17 CFR 240.19b-4(f)(1).
---------------------------------------------------------------------------
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NASD-2006-047 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASD-2006-047. 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 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 NASD.
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-NASD-2006-047
and should be submitted on or before May 19, 2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------
\13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Nancy M. Morris,
Secretary.
[FR Doc. E6-6410 Filed 4-27-06; 8:45 am]
BILLING CODE 8010-01-P
