[Federal Register Volume 69, Number 53 (Thursday, March 18, 2004)]
[Notices]
[Pages 12882-12883]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-6105]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49399; File No. SR-NASD-2003-199]


Self-Regulatory Organizations; Order Granting Approval to 
Proposed Rule Change by the National Association of Securities Dealers, 
Inc. Relating to Listing Fee Waivers

March 11, 2004.
    On December 29, 2003, the National Association of Securities 
Dealers, Inc. (``NASD'' or ``Association''), 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 relating to retroactive listing 
fee

[[Page 12883]]

waivers. Specifically, the proposal would allow a Nasdaq issuer that 
completed a merger with another Nasdaq issuer during the first 90 days 
of 2003 to apply for and receive a waiver for 75% of the annual fees 
assessed to the acquired Nasdaq issuer.\3\ The proposed rule change was 
published for comment in the Federal Register on February 5, 2004.\4\ 
The Commission received no comments on the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Commission notes that Nasdaq also submitted a separate 
proposed rule change, pursuant to section 19b(3)(A) of the Act, 15 
U.S.C. 78s(b)(3)(A), to apply the same listing fee waiver on a 
going-forward basis. See Securities Exchange Act Release No. 49133 
(January 28, 2004), 69 FR 5630 (February 5, 2004) (File No. SR-NASD-
2003-198).
    \4\ See Securities Exchange Act Release No. 49134 (January 28, 
2004), 69 FR 5631.
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    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 \5\ and, in 
particular, the requirements of section 15A of the Act \6\ and the 
rules and regulations thereunder. The Commission finds specifically 
that the proposal is consistent with the requirements of section 
15A(b)(5) of the Act,\7\ because it provides for the equitable 
allocation of reasonable dues, fees, and other charges among members 
and issuers and other persons using any facility or system that NASD 
operates or controls. Nasdaq has represented that it is proposing to 
take this action because it believes that is equitable to provide a 
partial credit for annual listing fees in order to avoid the assessment 
of two fees where a merger has occurred within the first 90 days of a 
given billing year. Further, Nasdaq has already implemented the same 
fee waiver on a going-forward basis.\8\ The Commission believes that 
the proposed fee waiver should assist in reducing costs incurred by 
Nasdaq issuers that completed a merger with another Nasdaq issuer 
during the first 90 days of 2003.
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    \5\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78o-3.
    \7\ 15 U.S.C. 78o-3(b)(5).
    \8\ See supra note 3.
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    It is therefore ordered, pursuant to section 19(b)(2) of the Act 
\9\, that the proposed rule change (File No. SR-NASD-2003-199) be, and 
hereby is, approved.
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    \9\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-6105 Filed 3-17-04; 8:45 am]
BILLING CODE 8010-01-P