[Federal Register Volume 69, Number 124 (Tuesday, June 29, 2004)]
[Notices]
[Pages 38944-38947]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-14678]



[[Page 38944]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49901; File No. SR-NASD-2004-080]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of a Proposed Rule Change and Amendment No. 1 Thereto by 
the National Association of Securities Dealers, Inc. To Conform Certain 
Provisions of NASD Rules 4200 and 4350 to the Rules of Another Self-
Regulatory Organization, and to Make Additional Revisions

June 22, 2004.
    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 May 18, 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 June 17, 
2004, Nasdaq submitted an amendment to the proposed rule change.\3\ 
Nasdaq has designated the proposed rule change as constituting a ``non-
controversial'' rule change under subparagraph (f)(6) of Rule 19b-4 
under the Act,\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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See letter from Edward S. Knight, Executive Vice President, 
Nasdaq, to Katherine A. England, Assistant Director, Division of 
Market Regulation, Commission, dated June 16, 2004 (``Amendment No. 
1''). In Amendment No. 1, Nasdaq clarified, in the text of its 
proposed rule language, a reference to exemptions that are not 
afforded to investment companies and deleted a proposed reference to 
NASD Rule 4200(a)(15) in the paragraph in the Interpretive Material 
to Rule 4200 relating to look-back provisions.
    \4\ 17 CFR 240.19b- 4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq proposes to amend NASD Rules 4200 and 4350 as set forth 
below. Proposed new language is in italics; proposed deletions are in 
brackets.\5\
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    \5\ Changes are marked from the text of NASD Rules 4200 and 4350 
and IM-4200, which are currently available in electronic format in 
the NASD Manual at http://www.nasd.com and http://www.nasdaq.com. 
The relevant portion of current NASD Rule 4200 was approved in 
Securities Exchange Act Release No. 48745 (November 4, 2003), 68 FR 
64154 (November 12, 2003). Changes with respect to NASD Rule 4350 
are marked based on the rule text as amended by SR-NASD-2004-069. 
See Securities Exchange Act Release 49732 (May 19, 2004), 69 FR 
29774 (May 25, 2004). Nasdaq represents that no other pending or 
approved rule filings would affect the text of these Rules.
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* * * * *

Rule 4200. Definitions

    (a) For purposes of the Rule 4000 Series, unless the context 
requires otherwise:
    (1)-(14) No change
    (15) ``Independent director'' means a person other than an officer 
or employee of the company or its subsidiaries or any other individual 
having a relationship, which, in the opinion of the company's board of 
directors, would interfere with the exercise of independent judgment in 
carrying out the responsibilities of a director. The following persons 
shall not be considered independent:
    (A) No change
    (B) A director who accepted or who has a Family Member who accepted 
any payments from the company or any parent or subsidiary of the 
company in excess of $60,000 during any period of twelve consecutive 
months within the three years preceding the determination of 
independence [the current or any of the past three fiscal years], other 
than the following:
    (i)-(iv) No change
    (v) loans permitted under Section 13(k) of the Act. Provided 
however, that in addition to the requirements contained in this 
paragraph (B), audit committee members are also subject to additional, 
more stringent requirements under Rule 4350(d).
    (C)-(F) No change
    (G) In the case of an investment company, in lieu of paragraphs 
(A)-(F), a director who is an ``interested person'' of the company as 
defined in S[s]ection 2(a)(19) of the Investment Company Act of 1940, 
other than in his or her capacity as a member of the board of directors 
or any board committee.
    (16)-(38) No change
    (b) No change
    IM--4200 Definition of Independence--Rule 4200(a)(15)
    It is important for investors to have confidence that individuals 
serving as independent directors do not have a relationship with the 
listed company that would impair their independence. The board has a 
responsibility to make an affirmative determination that no such 
relationships exist through the application of Rule 4200. Rule 4200 
also provides a list of certain relationships that preclude a board 
finding of independence. These objective measures provide transparency 
to investors and companies, facilitate uniform application of the 
rules, and ease administration. Because Nasdaq does not believe that 
ownership of company stock by itself would preclude a board finding of 
independence, it is not included in the aforementioned objective 
factors. It should be noted that there are additional, more stringent 
requirements that apply to directors serving on audit committees, as 
specified in Rule 4350.
    The R[r]ule's reference to a ``parent or subsidiary'' is intended 
to cover entities the issuer controls and consolidates with the 
issuer's financial statements as filed with the [U.S. Securities and 
Exchange] Commission (but not if the issuer reflects such entity solely 
as an investment in its financial statements). The reference to 
executive officer means those officers covered in SEC Rule 16a-1(f) 
under the Act. In the context of the definition of Family Member under 
Rule 4200(a)(14), the reference to marriage is intended to capture 
relationships specified in the R[r]ule (parents, children and siblings) 
that arise as a result of marriage, such as ``in-law'' relationships.
    The three year look-back periods referenced in paragraphs (A), (C), 
(E) and (F) of the Rule commence on the date the relationship ceases. 
For example, a director employed by the company is not independent 
until three years after such employment terminates.
    Paragraph (B) of the R[r]ule is generally intended to capture 
situations where a payment is made directly to (or for the benefit of) 
the director or a [f]Family [m]Member of the director. For example, 
consulting or personal service contracts with a director or [f]Family 
[m]Member of the director or political contributions to the campaign of 
a director or a [f]Family [m]Member of the director would be considered 
under paragraph (B) of the R[r]ule.
    Paragraph (D) of the [r]Rule is generally intended to capture 
payments to an entity with which the director or Family Member of the 
director is affiliated by serving as a partner, controlling shareholder 
or executive officer of such entity. Under exceptional circumstances, 
such as where a director has direct, significant business holdings, it 
may be appropriate to apply the corporate measurements in paragraph 
(D), rather than the individual measurements of paragraph (B). Issuers 
should contact Nasdaq if they wish to apply the R[r]ule in this manner. 
The reference to a partner in paragraph (D) is not intended to include 
limited partners. It should be noted that the independence requirements 
of paragraph (D) of the R[r]ule are broader

[[Page 38945]]

than SEC Rule 10A-3(e)(8) under the Act.
    Under paragraph (D), a director who is, or who has a Family Member 
who is, an executive officer of a charitable organization may not be 
considered independent if the company makes payments to the charity in 
excess of the greater of 5% of the charity's revenues or $200,000. 
However, Nasdaq encourages companies to consider other situations where 
a director or their Family Member and the company each have a 
relationship with the same charity when assessing director 
independence.
    For purposes of determining whether a lawyer is eligible to serve 
on an audit committee, SEC Rule 10A-3 under the Act generally provides 
that any partner in a law firm that receives payments from the issuer 
is ineligible to serve on that issuer's audit committee. In determining 
whether a director may be considered independent for purposes other 
than the audit committee, payments to a law firm would generally be 
considered under Rule 4200(a)(15)(D), which looks to whether the 
payment exceeds the greater of 5% of the recipient's gross revenues or 
$200,000; however, if the firm is a sole proprietorship, Rule 
4200(a)(15)(B), which looks to whether the payment exceeds $60,000, 
applies.
    Paragraph (G) of the R[r]ule provides a different measurement for 
independence for investment companies in order to harmonize with the 
Investment Company Act of 1940. In particular, in lieu of paragraphs 
(A)-(F), a director who is an ``interested person'' of the company as 
defined in S[s]ection 2(a)(19) of the Investment Company Act of 1940, 
other than in his or her capacity as a member of the board of directors 
or any board committee, [would]shall not be considered [to be] 
independent.
* * * * *

4350. Qualitative Listing Requirements for Nasdaq National Market and 
Nasdaq SmallCap Market Issuers Except for Limited Partnerships

    No change.
    (a) Applicability
    (1)through (4) No change.
    (5) Effective Dates/Transition. In order to allow companies to make 
necessary adjustments in the course of their regular annual meeting 
schedule, and consistent with [Exchange Act]SEC Rule 10A-3, Rules 4300 
and 4350 are effective as set out in this subsection. During the 
transition period between November 4, 2003 and the effective date of 
Rules 4200 and 4350, companies that have not brought themselves into 
compliance with these [r]Rules [must]shall continue to comply with 
Rules 4200-1 and 4350-1, which consist of sunsetting sections of 
previously existing Rules 4200 and 4350.
    The provisions of Rule 4200(a) and Rule 4350(c), (d) and (m) 
regarding director independence, independent committees, and 
notification of noncompliance shall be implemented by the following 
dates:
     July 31, 2005, for foreign private issuers and small 
business issuers (as defined in SEC Rule 12b-2); and
     For all other listed issuers, by the earlier of: (1) The 
listed issuer's first annual shareholders meeting after January 15, 
2004; or (2) October 31, 2004.
    In the case of an issuer with a staggered board, with the exception 
of the audit committee requirements, the issuer shall have until their 
second annual meeting after January 15, 2004, but not later than 
December 31, 2005, to implement all new requirements relating to board 
composition, if the issuer would be required to change a director who 
would not normally stand for election at an earlier annual meeting. 
Such issuers shall comply with the audit committee requirements 
pursuant to the implementation schedule bulleted above.
    [Issuers that have listed or shall be listed in conjunction with 
their initial public offerings shall be afforded exemptions from all 
board composition requirements consistent with the exemptions afforded 
in Rule 10A-3(b)(1)(iv)(A) under the Act. That is, for each committee 
that the company adopts, the company shall have one independent member 
at the time of listing, a majority of independent members within 90 
days of listing and all independent members within one year.] A company 
listing in connection with its initial public offering shall be 
permitted to phase in its compliance with the independent committee 
requirements set forth in Rule 4350(c) on the same schedule as it is 
permitted to phase in its compliance with the independent audit 
committee requirement pursuant to SEC Rule 10A-3(b)(1)(iv)(A). 
Accordingly, a company listing in connection with its initial public 
offering shall be permitted to phase in its compliance with the 
independent committee requirements set forth in Rule 4350(c) as 
follows: (1) One independent member at the time of listing; (2) a 
majority of independent members within 90 days of listing; and (3) all 
independent members within one year of listing. Furthermore, a company 
listing in connection with its initial public offering shall have 
twelve months from the date of listing to comply with the majority 
independent board requirement in Rule 4350(c). It should be noted, 
however, that pursuant to SEC Rule 10A-3(b)(1)(iii) investment 
companies are not afforded the[se] exemptions under SEC Rule 10A-
3(b)(1)(iv). Issuers may choose not to adopt a compensation or 
nomination committee and may instead rely upon a majority of the 
independent directors to discharge responsibilities under [the 
r]Rule[s] 4350(c). [These issuers shall be required to meet the 
majority independent board requirement within one year of listing.] For 
purposes of Rule 4350 other than Rule 4350(d)(2)(A)(ii) and Rule 
4350(m), a company shall be considered to be listing in conjunction 
with an initial public offering if, immediately prior to listing, it 
does not have a class of common stock registered under the Act. For 
purposes of Rule 4350(d)(2)(A)(ii) and Rule 4350(m), a company shall be 
considered to be listing in conjunction with an initial public offering 
only if it meets the conditions in SEC Rule 10A-3(b)(1)(iv)(A) under 
the Act, namely, that the company was not, immediately prior to the 
effective date of a registration statement, required to file reports 
with the Commission pursuant to Section 13(a) or 15(d) of the Act.
    Companies that are emerging from bankruptcy or have ceased to be 
Controlled Companies within the meaning of Rule 4350(c)(5) shall be 
permitted to phase-in independent nomination and compensation 
committees and majority independent boards on the same schedule as 
companies listing in conjunction with their initial public offering. It 
should be noted, however, that a company that has ceased to be a 
Controlled Company within the meaning of Rule 4350(c)(5) must comply 
with the audit committee requirements of Rule 4350(d) as of the date it 
ceased to be a Controlled Company. Furthermore, the executive sessions 
requirement of Rule 4350(c)(2) applies to Controlled Companies as of 
the date of listing and continues to apply after it ceases to be 
controlled.
    Companies transferring from other markets with a substantially 
similar requirement shall be afforded the balance of any grace period 
afforded by the other market. Companies transferring from other listed 
markets that do not have a substantially similar requirement shall be 
afforded one year from the date of listing on Nasdaq. This transition 
period is not intended to supplant any applicable requirements of Rule 
10A-3 under the Act.
    The limitations on corporate governance exemptions to foreign

[[Page 38946]]

private issuers shall be effective July 31, 2005. However, the 
requirement that a foreign issuer disclose the receipt of a corporate 
governance exemption from Nasdaq shall be effective for new listings 
and filings made after January 1, 2004.
    Rule 4350(n), requiring issuers to adopt a code of conduct, shall 
be effective May 4, 2004.
    Rule 4350(h), requiring audit committee approval of related party 
transactions, shall be effective January 15, 2004.
    The remainder of Rule 4350(a) and Rule 4350(b) are effective 
November 4, 2003.
    (b)-(g) No change
    (h) Conflict of Interest
    Each issuer shall conduct an appropriate review of all related 
party transactions for potential conflict of interest situations on an 
ongoing basis and all such transactions [must] shall be approved by the 
company's audit committee or another independent body of the board of 
directors. For purposes of this rule, the term ``related party 
transaction'' shall refer to transactions required to be disclosed 
pursuant to SEC Regulation S-K, Item 404. However, in the case of small 
business issuers (as that term is defined in SEC Rule 12b-2), the term 
``related party transactions'' shall refer to transactions required to 
be disclosed pursuant to SEC Regulation S-B, Item 404, and in the case 
of non-U.S. issuers, the term ``related party transactions'' shall 
refer to transactions required to be disclosed pursuant to Form 20-F, 
Item 7.B.
    (i)-(n) No change.
* * * * *

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 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
    According to Nasdaq, the purpose of this rule filing, as amended, 
is to change certain provisions of Nasdaq's existing corporate 
governance standards to conform to the corporate governance standards 
of another self-regulatory organization and to provide additional 
transparency to such standards.

(i) Rule 4200(a)(15)(B) Look-Back Provision

    NASD Rule 4200(a)(15)(B) currently provides that a person cannot be 
an independent director if the person has accepted any payments from 
the company or a subsidiary or parent of the company in excess of 
$60,000 during the current or any of the past three fiscal years. The 
proposed rule filing would eliminate the use of an issuer's fiscal year 
in determining the three-year look-back period set forth in NASD Rule 
4200(a)(15)(B). Under the proposed new rule, as amended, the look-back 
period would be any period of 12 consecutive months within the three 
years preceding the date independence is to be determined. For example, 
if independence were to be determined as of an issuer's annual meeting 
scheduled for May 1, 2004, the look-back period under the proposed new 
NASD Rule 4200(a)(15)(B) would be from May 1, 2001, to May 1, 2004. 
Under the current NASD Rule 4200(a)(15)(B), the look-back period 
depends on when the issuer's fiscal year begins. Using the same example 
above, with independence to be determined as of the issuer's annual 
meeting scheduled for May 1, 2004, and with the issuer's fiscal year 
beginning on October 1, the look-back period would be from October 1, 
2000, to May 1, 2004. Nasdaq believes that the proposed modification to 
NASD Rule 4200(a)(15)(B) is appropriate because it introduces a simpler 
calculation that is not dependent on an issuer's particular fiscal 
year-end.

(ii) Clarification of the Transition Rules for a Company Emerging From 
Bankruptcy or a Company That Ceases To Be a Controlled Company

    The proposed rule change, as amended, also would clarify that a 
company emerging from bankruptcy or a company that ceases to be a 
Controlled Company (as defined by NASD Rule 4350(c)(5)) will be given 
the same schedule for compliance with NASD Rule 4350's independent 
committees and majority independent board requirements as a company 
seeking to be listed in connection with an initial public offering 
(``IPO'') is given pursuant to NASD Rule 4350(a)(5). In particular, for 
each committee that the company adopts (other than the audit committee) 
the company would be required to have one independent member at the 
time of listing, a majority of independent members within 90 days of 
listing, and all independent members within one year of listing. 
Furthermore, the company would be required to have a majority 
independent board within one year of listing. Nasdaq states that it has 
historically given a company emerging from bankruptcy or a company that 
ceases to be a Controlled Company the same grace period for compliance 
with NASD Rule 4350 as it provides a company seeking to be listed in 
connection with an IPO. Nasdaq believes that providing such companies 
with a reasonable period of time to make adjustments to comply with the 
requirements of Rule 4350 is reasonable and appropriate under the 
circumstances. Likewise, pursuant to section 303A of the Listed Company 
Manual of the New York Stock Exchange (``NYSE''), the NYSE permits a 
company emerging from bankruptcy and a company that has ceased to be 
Controlled Company to phase-in independent nomination and compensation 
committees and majority independent boards on the same schedule as 
companies listing in conjunction with an IPO. Accordingly, Nasdaq 
believes the proposed rule filing, as amended, will conform Nasdaq's 
corporate governance standards to the NYSE's corporate governance 
standards, creating more uniformity across market centers with respect 
to transition rules for these companies.

(iii) Clarification of the Definition of ``Related Party Transaction''

    Further, the proposed rule change, as amended, would clarify the 
definition of the term ``related party transaction'' in NASD Rule 
4350(h) with respect to small business issuers and non-U.S. issuers. 
The term ``related party transaction'' is currently defined in NASD 
Rule 4350(h) as any transaction that must be disclosed pursuant to SEC 
Regulation S-K, Item 404. Small business issuers and non-U.S. issuers, 
however, are not subject to SEC Regulation S-K, Item 404, but are 
instead subject to SEC Regulation S-B, Item 404, and Form 20-F, Item 
7.B, respectively. Accordingly, the proposed rule change, as amended, 
corrects this discrepancy by clarifying that the term ``related party 
transaction'' for purposes of small business issuers shall refer to 
transactions required to be disclosed under SEC Regulation S-B, Item 
404, and, with respect to non-U.S. issuers, the term ``related party 
transactions'' shall refer to those transactions required

[[Page 38947]]

to be disclosed under Form 20-F, Item 7.B.\6\
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    \6\ The Commission notes that the proposed rule change also 
includes additional amendments to the text of NASD Rules 4200 and 
4350 and IM-4200 that do not introduce substantive changes.
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2. Statutory Basis
    Nasdaq believes that the proposed rule change, as amended, is 
consistent with the provisions of section 15A of the Act,\7\ in 
general, and furthers the objectives of section 15A(b)(6) of the 
Act,\8\ 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 the proposed rule change will benefit 
investors, issuers, issuers' counsel, and member firms by providing 
additional transparency to Nasdaq's corporate governance standards and 
promoting greater uniformity with the existing corporate governance 
standards of the NYSE. Nasdaq also believes additional transparency and 
greater uniformity will reduce administrative costs associated with 
compliance with Nasdaq's corporate governance standards.
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    \7\ 15 U.S.C. 78o-3.
    \8\ 15 U.S.C. 78o-3(b)(A).
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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 for this 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The proposed rule change has been designated by Nasdaq as a ``non-
controversial'' rule change pursuant to section 19(b)(3)(A) of the Act 
\9\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\10\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
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    The foregoing proposed rule change: (1) Does not significantly 
affect the protection of investors or the public interest, (2) does not 
impose any significant burden on competition, and (3) by its terms does 
not become operative for 30 days after the date of this filing, or such 
shorter time as the Commission may designate, if consistent with the 
protection of investors and the public interest. Furthermore, the NASD 
gave the Commission written notice of its intent to file the proposed 
rule change, along with a brief description and text of the proposed 
rule change, at least five business days prior to the date of filing of 
the proposed rule change. Consequently, the proposed rule change has 
become effective pursuant to section 19(b)(3)(A) of the Act \11\ and 
Rule 19b-4(f)(6) thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
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    Pursuant to Rule 19b-4(f)(6)(iii),\13\ a proposed ``non-
controversial'' rule change does not become operative for 30 days after 
the date of filing, or such shorter time as the Commission may 
designate if consistent with the protection of investors and the public 
interest. Nasdaq has requested that the Commission waive the 30-day 
operative delay, to permit the NASD to implement the proposal 
immediately.
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    \13\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
The Commission believes that the proposed rule change makes reasonable 
modifications that will ease the application of certain of Nasdaq's 
corporate governance rules for listed issuers and conforms others to 
those of the NYSE, and that acceleration of the operative date is 
appropriate to expedite their implementation. Therefore, the Commission 
designates the proposed rule change to become operative 
immediately.\14\
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    \14\ For the purposes only of accelerating the operative date of 
this proposal, the Commission has considered the proposed rules 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
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    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.\15\
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    \15\ For purposes of calculating the 60-day abrogation period, 
the Commission considers the period to commence on June 17, 2004, 
the date that Nasdaq filed Amendment No. 1.
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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 e-mail to [email protected]. Please include File 
Number SR-NASD-2004-080 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File Number SR-NASD-2004-080. 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 Nasdaq. 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-2004-080 and should be submitted on or before July 
20, 2004.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-14678 Filed 6-28-04; 8:45 am]
BILLING CODE 8010-01-U