Federal Register / Vol. 70, No. 1 / Monday, January 3, 2005 / Notices 131

11 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3See Securities Exchange Act Release No. 50629 

(November 3, 2004), 69 FR 65237.

4 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f).

5 15 U.S.C. 78o–3.

6 15 U.S.C. 78o–3(b)(5).

7 15 U.S.C. 78s(b)(2).

8 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3See Exchange Act Release No. 50057 (July 22, 

2004); 69 FR 45091, July 28, 2004) (SR–AMEX–

2004–50) for a detailed description of the 

Transaction.

4See letter from Barbara Z. Sweeney, Senior Vice 

President and Corporate Secretary, NASD, to 

Katherine A. England, Assistant Director, Division 

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

dated August 10, 2004 (‘‘Amendment No. 1’’). 

Amendment No. 1 replaced NASD’s original filing 

in its entirety.

5See letter from Barbara Z. Sweeney, Senior Vice 

President and Corporate Secretary, NASD, to 

Katherine A. England, Assistant Director, Division, 

Commission, dated August 25, 2004 (‘‘Amendment 

No. 2’’). Amendment No. 2 replaced NASD’s earlier 

amended filing in its entirety.

6See letter from Barbara Z. Sweeney, Senior Vice 

President and Corporate Secretary, NASD, to 

Katherine A. England, Assistant Director, Division, 

Commission, dated September 2, 2004 

(‘‘Amendment No. 3’’). Amendment No. 3 modified 

Exhibit 1 and made certain technical corrections to 

the proposal. Amendment No. 3 replaced NASD’s 

earlier amended filing in its entirety.

7See Securities Exchange Act Release No. 50403 

(September 16, 2004), 69 FR 57119.

8See Securities Exchange Act Release No. 

50403A (September 29, 2004), 69 FR 59630.

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.11

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–28671 Filed 12–30–04; 8:45 am] 

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–50860; File No. SR–NASD–

2004–166] 

Self Regulatory Organizations; 

National Association of Securities 

Dealers, Inc.; Order Granting Approval 

to Proposed Rule Change Modifying 

the Other Securities Fee Schedule 

December 15, 2004. 

On October 29, 2004, 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’’), pursuant 

to section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change modifying the Other Securities 

fee schedule in NASD Rule 4530 by 

establishing a new, separate, nonrefundable application fee for ‘‘other 

securities’’ and SEEDS and raising the 

applicable annual fee levels. The 

proposed rule change was published for 

comment in the Federal Register on 

November 10, 2004.3 The Commission 

received no comments on the proposal.

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

association 4 and, in particular, the 

requirements of section 15A of the Act 5

and the rules and regulations 

thereunder. The Division finds 

specifically that the proposed rule 

change is consistent with section 

15A(b)(5) of the Act,6 which requires 

that the rules of an association provide 

for the equitable allocation of reasonable 

dues, fees, and other charges among 

members and issuers and other persons 

using any facility or system which the 

association operates or controls. 

Specifically, the increase is intended to 

reflect the costs that Nasdaq has 

represented it incurs for the services 

provided to issuers.

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act,7 that the 

proposed rule change (File NO. SR–

NASD–2004–166) be, and hereby is, 

approved.

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.8

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–27942 Filed 12–30–04; 8:45 am] 

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–50926; File No. SR–NASD–

2004–110] 

Self-Regulatory Organizations; Order 

Approving a Proposed Rule Change, 

and Amendment Nos. 1, 2 and 3 

Thereto, by National Association of 

Securities Dealers, Inc. Relating to 

Divestiture of Its Interest in the 

American Stock Exchange LLC 

December 23, 2004. 

I. Introduction 

On July 16, 2004 the National 

Association of Securities Dealers, Inc. 

(‘‘NASD’’) filed with the Securities and 

Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

reflect NASD’s pending divestiture of its 

ownership interest in the American 

Stock Exchange LLC (‘‘Amex’’) pursuant 

to a Transaction Agreement between 

Amex and NASD wherein the the Amex 

Membership Corporation will become 

the sole owner of Amex (the 

‘‘Transaction’’).3 NASD amended the 

proposal on August 10, 2004,4 August 

25, 2004,5 and September 3, 2004.6 The 

proposed rule change was published for 

comment in the Federal Register on 

September 23, 2004.7 A correction to the 

proposed rule change was published in 

the Federal Register on October 5, 

2004.8 No comments were received on 

the proposal. This order approves the 

proposal, as amended.

II. Description of the Proposal 

The proposed rule change amends 

provisions of NASD’s By-Laws to reflect 

NASD’s pending divestiture of its 

ownership of Amex as a result of the 

Transaction; make parallel amendments 

to the definitional and conflict-ofinterest provisions of the By-Laws of 

NASD Regulation, Inc. (‘‘NASD 

Regulation’’) and NASD Dispute 

Resolution, Inc. (‘‘Dispute Resolution’’); 

terminate certain undertakings NASD 

assumed when it acquired Amex in 

1998 (the ‘‘1998 Undertakings’’); and 

make certain other clarifying 

amendments. A brief description of the 

proposed changes is set forth below. 

NASD By-Law Article I (Definitions) 

The proposed amendments eliminate 

references to Amex and/or Nasdaq from 

the definitions of ‘‘Industry Director’’

and ‘‘Industry Governor,’’ ‘‘NonIndustry Director’’ and ‘‘Non-Industry 

Governor,’’ and ‘‘Public Director’’ and 

‘‘Public Governor.’’ NASD proposes to 

replace references to Amex and/or 

Nasdaq in each of those definitions with 

the phrase ‘‘a market for which NASD 

provides regulation.’’ Other references 

to Amex’s ‘‘Floor Governor,’’ ‘‘Amex,’’

‘‘Amex Board’’ and ‘‘Chief Executive 

Officer of Amex’’ also have been 

eliminated. NASD also proposes further 

clarifying amendments to the definition 

of ‘‘Non-Industry Director’’ and ‘‘NonIndustry Governor’’ to include an officer 

or employee of an issuer of unlisted 

securities that are traded in the over-thecounter market. NASD represents that 

this particular change reflects NASD’s 

historical interpretation of the ‘‘NonIndustry Director’’ and ‘‘Non-Industry