Federal Register / Vol. 70, No. 183 / Thursday, September 22, 2005 / Notices 55643 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For the purpose only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

16See supra note 7. 17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Amendment No. 1 superseded and replaced the 

filing in its entirety. In Amendment No. 1, Nasdaq 

clarified that securities that are listed on a national 

securities exchange and not designated by Nasdaq 

as Nasdaq national market system securities are 

exempt from the proposed Substitution Listing 

Event notice and fee requirements. Amendment No. 

1 also corrected typographical errors and clarified 

certain other non-material terms related to the 

scope of the proposed Substitution Listing Event fee 

and notice requirements. 

4Amendment No. 2 superseded and replaced the 

amended filing in its entirety. In Amendment No. 

2, Nasdaq clarified that securities that are listed on 

a national securities exchange and not designated 

by Nasdaq as Nasdaq national market system 

securities are exempt from only the proposed 

Substitution Listing Event fee requirement and, 

therefore, would be subject to the proposed notice 

requirement. Amendment No. 2 also made certain 

conforming changes and representations regarding 

the collection and dissemination of substitution 

listing event information and the proposed rules 

impact on Nasdaq’s regulatory functions. 

public interest, the proposed rule 

change has become effective pursuant to 

Section 19(b)(3)(A) of the Act 10 and 

Rule 19b–4(f)(6) thereunder.11 As 

required under Rule 19b–4(f)(6)(iii),12

the Exchange provided the Commission 

with written notice of the Exchange’s 

intent to file the proposed rule change 

at least five business days prior to the 

filing date of the proposed rule change. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 13 normally may not 

become operative prior to 30 days after 

the date of its filing. However, Rule 

19b–4(f)(6)(iii) 14 permits the 

Commission to designate a shorter time 

if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has requested 

that the Commission waive the 30-day 

operative delay, as specified in Rule 

19b–4(f)(6)(iii), and designate the 

proposed rule change operative upon 

filing. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest,15

because accelerating the operative date 

immediately eliminates the 

inconsistency in the Exchange Rules 

with respect to Primary Market Makers 

Obligations to Public Customer Orders 

that otherwise exists as a result of the 

approval of trade and ship.16 For this 

reason, the Commission designates that 

the proposal is operative upon filing. 

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. 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–ISE–2005–44 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–9303. 

All submissions should refer to File 

Number SR–ISE–2005–44 . 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 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–ISE–2005–44 and should be 

submitted on or before October 13, 

2005. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.17

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–18895 Filed 9–21–05; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52430; File No. SR–NASD–

2004–162] 

Self-Regulatory Organizations; 

National Association of Securities 

Dealers, Inc.; Notice of Filing of 

Proposed Rule Change and 

Amendment Nos. 1 and 2 Thereto To 

Establish Fee and Notice 

Requirements for Substitution Listing 

Events and To Provide Additional 

Transparency for Changes Requiring a 

Record-keeping Fee 

September 14, 2005. 

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 

26, 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’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by Nasdaq. On May 

11, 2005, Nasdaq filed Amendment No. 

1 to the proposed rule change.3 On 

August 18, 2005, Nasdaq filed 

Amendment No. 2 to the proposed rule 

change.4 The Commission is publishing 

this notice to solicit comments on the 

proposal, as amended, from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

Nasdaq proposes to amend NASD 

Rules 4200(a), 4310, 4320, 4510, and 

4520 to establish fee and notice 

requirements for substitution listing 

55644 Federal Register / Vol. 70, No. 183 / Thursday, September 22, 2005 / Notices 

5Nasdaq represents that changes are marked to 

the rule text that appears in the electronic NASD 

Manual found at http://www.nasd.com. Nasdaq also 

represents that there are no pending rule filings that 

would affect this proposed rule change. 

events for all Nasdaq issuers, except the 

proposed fee will not apply to issuers 

whose securities are listed on a national 

securities exchange and subsequently 

listed on Nasdaq but not designated by 

Nasdaq as Nasdaq national market 

system securities. Nasdaq also proposes 

amendments to provide more 

transparency regarding certain changes 

subject to the record-keeping fee. 

Nasdaq would implement the proposed 

rule change, as amended, as soon as 

practicable following Commission 

approval. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

[brackets].5

* * * * * 

4200. Definitions 

(a) For purposes of the Rule 4000 

Series, unless the context requires 

otherwise: 

(1)–(36) No change. 

(37) ‘‘Substitution Listing Event’’

means a reverse stock split, reincorporation or a change in the issuer’s 

place of organization, the formation of 

a holding company that replaces a 

listed company, reclassification or 

exchange of an issuer’s listed shares for 

another security, the listing of a new 

class of securities in substitution for a 

previously-listed class of securities, or 

any technical change whereby the 

shareholders of the original company 

receive a share-for-share interest in the 

new company without any change in 

their equity position or rights. 

(38) ‘‘Transaction costs’’ means costs 

incurred in connection with a limited 

partnership rollup transaction, 

including printing and mailing the 

proxy, prospectus or other documents; 

legal fees not related to the solicitation 

of votes or tenders; financial advisory 

fees; investment banking fees; appraisal 

fees; accounting fees; independent 

committee expenses; travel expenses; 

and all other fees related to the 

preparatory work of the transaction, but 

not including costs that would have 

otherwise been incurred by the subject 

limited partnerships in the ordinary 

course of business or solicitation 

expenses. 

[(38)](39) ‘‘Underwriting Activity 

Report’’ is a report provided by the 

Market Regulation Department in 

connection with a distribution of 

securities subject to SEC Rule 101 

pursuant to Rule 2710(b)(11) and 

includes forms that are submitted by 

members to comply with their 

notification obligations under Rules 

4614, 4619, and 4623. 

(b) No Change. 

* * * * * 

4310. Qualification Requirements for 

Domestic and Canadian Securities 

To qualify for inclusion in Nasdaq, a 

security of a domestic or Canadian 

issuer shall satisfy all applicable 

requirements contained in paragraphs 

(a) or (b), and (c) hereof. 

(a)–(b) No change. 

(c) In addition to the requirements 

contained in paragraph (a) or (b) above, 

and unless otherwise indicated, a 

security shall satisfy the following 

criteria for inclusion in Nasdaq: 

(1)–(19) No change. 

(20) The issuer shall notify Nasdaq 

promptly in writing of any change in the 

general character or nature of its 

businesses and any change in the 

address of its principal executive 

offices. The issuer also shall file on a 

form designated by Nasdaq notification 

of any corporate name change, or other 

change requiring payment of a recordkeeping fee, no later than 10 days after 

the change. 

(21)–(29) No change. 

(30) The issuer shall notify Nasdaq of 

a Substitution Listing Event (other than 

a re-incorporation or a change to an 

issuer’s place of organization) no later 

than 15 calendar days prior to the 

implementation of such event by filing 

the appropriate form as designated by 

Nasdaq. For a re-incorporation or 

change to an issuer’s place of 

organization, an issuer shall notify 

Nasdaq as soon as practicable after 

such event has been implemented by 

filing the appropriate form as 

designated by Nasdaq. Issuers shall also 

pay the appropriate fee associated with 

Substitution Listing Events. The 

Substitution Listing Event fee shall not 

apply to securities that are listed on a 

national securities exchange and not 

designated by Nasdaq as Nasdaq 

national market system securities. 

(d) No change. 

* * * * * 

4320. Qualification Requirements for 

Non-Canadian Foreign Securities and 

American Depository Receipts 

To qualify for inclusion in Nasdaq, a 

security of a non-Canadian foreign 

issuer, an American Depository Receipt 

(ADR) or similar security issued in 

respect of a security of a foreign issuer 

shall satisfy the requirements of 

paragraphs (a), (b) or (c), and (d) and (e) 

of this Rule. 

(a)–(d) No change. 

(e) In addition to the requirements 

contained in paragraphs (a), (b) or (c), 

and (d), the security shall satisfy the 

criteria set out in this subsection for 

inclusion in Nasdaq. In the case of 

ADRs, the underlying security will be 

considered when determining the ADR’s 

qualification for initial or continued 

inclusion on Nasdaq. 

(1)–(17) No change. 

(18) The issuer shall notify Nasdaq 

promptly in writing of any change in the 

general character or nature of its 

businesses and any change in the 

address of its principal executive 

offices. The issuer also shall file on a 

form designated by Nasdaq notification 

of any corporate name change, or other 

change requiring payment of a recordkeeping fee, no later than 10 days after 

the change. 

(19)–(25) No change. 

(26) The issuer shall notify Nasdaq of 

a Substitution Listing Event (other than 

a re-incorporation or a change to an 

issuer’s place of organization) no later 

than 15 calendar days prior to the 

implementation of such event by filing 

the appropriate form as designated by 

Nasdaq. For a re-incorporation or 

change to an issuer’s place of 

organization, an issuer shall notify 

Nasdaq as soon as practicable after 

such event has been implemented by 

filing the appropriate form as 

designated by Nasdaq. Issuers shall also 

pay the appropriate fee associated with 

Substitution Listing Events. The 

Substitution Listing Event fee shall not 

apply to securities that are listed on a 

national securities exchange and not 

designated by Nasdaq as Nasdaq 

national market system securities. 

(f) No change. 

* * * * * 

4510. The Nasdaq National Market 

(a)–(d) No change. 

(e) Record-Keeping Fee. 

An issuer that makes a change such as 

a change to its name, the par value or 

title of its security, or its symbol shall 

pay a fee of $2,500 to The Nasdaq Stock 

Market, Inc. and submit the appropriate 

form as designated by Nasdaq. 

(f) Substitution Listing Fee 

An issuer that implements a 

Substitution Listing Event shall pay a 

fee of $7,500 to The Nasdaq Stock 

Market, Inc. and submit the appropriate 

form as designated by Nasdaq. 

Notwithstanding the foregoing, this 

substitution listing fee shall not apply to 

securities that are listed on a national 

securities exchange and not designated 

by Nasdaq as Nasdaq national market 

system securities. 

Federal Register / Vol. 70, No. 183 / Thursday, September 22, 2005 / Notices 55645 

6Nasdaq provides advance notification of certain 

substitution listing events, such as reverse stock 

splits, to member firms, market data vendors, 

service bureaus, and other subscribers of its daily 

list service. Notification of the substitution listing 

event information on Nasdaq’s daily list service is 

subsequently provided to users of Nasdaq’s systems 

through a fifth letter identifier, such as a ‘‘D,’’ that 

is temporarily added to an issuer’s trading symbol. 

Re-incorporations or changes to the place of 

organization are recorded in Nasdaq’s internal 

database, but are not disseminated to market 

participants. 

7NASD IM–4400 provides that Nasdaq shall not 

exercise its authority under the NASD Rule 4400 

Series separately to designate the securities that are 

listed on a national securities exchange and 

subsequently permitted to list on the Nasdaq 

National Market as Nasdaq national market system 

securities within the meaning of Section 11A of the 

Act, 15 U.S.C. 78k–1, or the rules thereunder. 

8For example, Nasdaq uses electronic reports 

from the New York Stock Exchange (‘‘NYSE’’) to 

verify the details of the substitution listing events 

for NYSE-listed securities that are subsequently also 

listed on Nasdaq but are still designated by the 

NYSE as national market system securities pursuant 

to the NYSE’s national market system plan. The 

consolidated reports from the NYSE contain 

information regarding reverse stock splits, the 

substitution of a previously listed class of securities 

for another class, the creation of a holding 

company, and the reincorporation or change to the 

place of organization of an issuer. 

9Although the proposed rule would waive the 

substitution-listing event fee for these Nasdaq 

issuers, Nasdaq represents that the lack of such fees 

from these issuers would not impair Nasdaq’s 

ability to fulfill its regulatory responsibilities and 

enforce its rules. Furthermore, although Nasdaq 

relies on consolidated reports in managing the 

substitution listing events process for these Nasdaq 

issuers, Nasdaq represents that its rules must be 

‘‘designed to produce fair and informative 

quotations, to prevent fictitious or misleading 

quotations, and promote orderly procedures for 

collecting, distributing, and publishing quotations’

pursuant to Section 15A(b)(11) of the Act, 15 U.S.C. 

78o–3(b)(11). 

10See NYSE Listed Company Manual Section 

902.02. 

4520. The Nasdaq SmallCap Market 

(a)–(c) No change. 

(d) Record-Keeping Fee. 

An issuer that makes a change such as 

a change to its name, the par value or 

title of its security, or its symbol shall 

pay a fee of $2,500 to The Nasdaq Stock 

Market, Inc. and submit the appropriate 

form as designated by Nasdaq. 

(e) Substitution Listing Fee. 

An issuer that implements a 

Substitution Listing Event shall pay a 

fee of $7,500 to The Nasdaq Stock 

Market, Inc. and submit the appropriate 

form as designated by Nasdaq. 

Notwithstanding the foregoing, this 

substitution listing fee shall not apply to 

securities that are listed on a national 

securities exchange and not designated 

by Nasdaq as Nasdaq national market 

system securities. 

* * * * * 

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 proposal. 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 

The purpose of this rule filing is to 

amend NASD Rules 4200(a), 4310, 4320, 

4510, and 4520 to establish a fee for 

substitution listing events and a 

corresponding notice requirement. 

Substitution listing events include the 

implementation of a reverse stock split, 

an issuer’s re-incorporation or a change 

in the issuer’s place of organization 

(including a change in the issuer’s state 

of incorporation), the reclassification or 

exchange of an issuer’s listed shares for 

another security, formation of a holding 

company that replaces a listed 

company, the listing of a new class of 

securities in substitution for a 

previously listed class of securities, or 

any technical change where the 

shareholders of the original company 

receive a share-for-share interest in the 

new company without a change in their 

equity position or rights. 

When Nasdaq learns about a 

substitution listing event for a Nasdaqlisted company, Nasdaq must 

implement technical changes to its 

trading, market data, and internal 

monitoring systems. Nasdaq 

disseminates certain substitution listing 

event information about Nasdaq-listed 

companies to other markets and market 

participants through a subscription 

service.6 Nasdaq-listed issuers that are 

designated by Nasdaq pursuant to 

NASD Rule 4400 Series as Nasdaq 

national market system securities 

(‘‘Nasdaq designated securities’’) are 

contacted directly by Nasdaq to verify 

the details of the substitution listing 

events. Under the NASD Rule 4400 

Series, the securities of certain Nasdaqlisted issuers that are also listed on a 

national securities exchange are not 

designated by Nasdaq as Nasdaq 

national market system securities 

(‘‘Nasdaq non-designated securities’’).7

Nasdaq does not contact the issuers of 

Nasdaq non-designated securities 

directly to verify the details of 

substitution listing events. Instead, for 

Nasdaq non-designated securities, 

Nasdaq receives electronic reports from 

the national securities exchange that 

designated the securities as national 

market system securities 8 under that 

market’s national market system plan. 

Nasdaq uses these reports to make the 

necessary changes to its systems. 

Nasdaq has dedicated specific 

resources to manage the process for 

collecting, verifying, and implementing 

the changes related to substitution 

listing events of Nasdaq-listed securities 

so that such changes are accurately and 

promptly reflected in its trading, market 

data, and internal monitoring systems. 

To support these activities, Nasdaq 

proposes to establish a fee of $7,500 per 

event for issuers of Nasdaq designated 

securities. Since the costs associated 

with managing the substitution listing 

events for Nasdaq non-designated 

securities is reduced through Nasdaq’s 

use of consolidated reports from other 

markets, the proposed rule would waive 

the substitution listing event fee for 

these particular issuers.9 Waiving these 

fees also would eliminate the possibility 

that these issuers would be charged 

twice for the same substitution listing 

event since, as discussed below, other 

markets charge their listed companies a 

fee for substitution listing events. 

Under the proposed rule change, 

issuers of both Nasdaq designated and 

Nasdaq non-designated securities would 

be required to notify Nasdaq about a 

substitution listing event no later than 

15 days prior to the implementation of 

the event, in order to provide Nasdaq 

with sufficient time to implement the 

technical changes into its systems. For 

a re-incorporation or a change to an 

issuer’s place of organization, however, 

Nasdaq proposes to require issuers to 

notify Nasdaq as soon as practicable 

after the event has been implemented 

since these substitution listing events 

may be contingent on shareholder 

approval and would not require 

immediate changes to Nasdaq’s systems. 

Other markets also assess a fee for 

substitution listing events. For example, 

both the NYSE and the American Stock 

Exchange (‘‘Amex’’) charge a fee for 

substitution listing events. The NYSE 

charges a ‘‘Reduced Initial Fee’’ of 

$15,000 for substitution events.10 Under 

the NYSE’s rules, the $15,000 fee 

applies only if the change in the 

company’s status is technical in nature 

and the shareholders of the original 

company receive a share-for-share 

interest in the new company without 

any change in their equity position or 

rights. If the substitution event does not 

55646 Federal Register / Vol. 70, No. 183 / Thursday, September 22, 2005 / Notices 

11See AMEX Company Guide Sections 142 and 

305. 

12 15 U.S.C. 78o–3. 

13 15 U.S.C. 78o–3(b)(5). 

14 15 U.S.C. 78o–3. 

15 Id. 

16 15 U.S.C. 78o–3(b)(6). 17 17 CFR 200.30–3(a)(12). 

comply with these requirements, the 

full initial listing fees would apply. 

Amex charges $5,000 for each 

substitution listing event.11 For Amex 

issuers, a substitution listing fee applies 

in cases where, after the original listing, 

a change is made by charter amendment 

or otherwise by which shares listed on 

Amex are reclassified, or changed into 

or exchanged for another security, either 

with or without a change in par value. 

Amex also charges a substitution listing 

fee whenever a company implements a 

reverse stock split, re-incorporates, lists 

a new class of securities in substitution 

of a previously-listed class of securities, 

or otherwise engages in a transaction 

which would require the company to 

file a new Form 8–A with the 

Commission in regard to the previously 

listed security. 

The proposed rule change also would 

make minor amendments to NASD 

Rules 4310(c)(20), 4320(e)(18), 4510(e), 

and 4520(d) to clarify that Nasdaq-listed 

companies that are subject to a 

recordkeeping fee must submit the 

appropriate form to Nasdaq within 10 

days after the change. This proposed 

change simply reflects the current 

practice of issuers. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change, as amended, is consistent 

with the provisions of Section 15A of 

the Act,12 in general, and with Section 

15A(b)(5) of the Act,13 in particular, in 

that the proposed rules 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 Nasdaq 

operates or controls. The proposed rule 

change is reasonable because the fee is 

competitive with similar fees charged by 

other markets. The proposed rule is also 

equitable because it will apply to all 

similarly situated Nasdaq issuers on an 

equal basis. The exemption from the 

proposed fee requirement for issuers of 

Nasdaq non-designated securities is 

equitable and reasonable because it 

recognizes the reduced costs for 

managing substitution listing events for 

such issuers. The exemption is also 

consistent with the provisions of 

Section 15A of the Act 14 in that it 

promotes competition among exchange 

markets. 

The proposed clarifications to NASD 

Rules 4310(c)(20), 4320(e)(18), 4510(e), 

and 4520(d) regarding the requisite form 

to be submitted in connection with 

payment for a recordkeeping fee is 

consistent with Section 15A of the 

Act,15 in general, and furthers the 

objectives of Section 15A(b)(6) of the 

Act,16 in particular in that it is designed 

to foster cooperation and coordination 

with persons engaged in regulating and 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 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 would benefit issuers and 

issuers’ counsel by providing additional 

transparency with respect to the process 

by which issuers request changes 

covered by the recordkeeping fee. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change 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 

Within 35 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 

90 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 NASD consents, the 

Commission will: 

(A) by order approve such proposed 

rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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 rulecomments@sec.gov. Please include File 

Number SR–NASD–2004–162 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–9303. 

All submissions should refer to File 

Number SR–NASD–2004–162. 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 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–2004–162 and 

should be submitted on or before 

October 13, 2005. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.17

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–18897 Filed 9–21–05; 8:45 am] 

BILLING CODE 8010–01–P