

[Federal Register: February 23, 2006 (Volume 71, Number 36)]
[Notices]               
[Page 9398-9399]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr23fe06-104]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53325; File No. SR-NASD-2006-021]

 
Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed 
Rule Change and Amendment No. 1 Thereto To Extend the Time for Non-
Member Broker/Dealers To Access the Brut and INET Facilities

February 16, 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 February 7, 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 and 
II below, which Items have been prepared by Nasdaq. On February 8, 
2006, Nasdaq filed Amendment No. 1 to the proposed rule change.\3\ 
Nasdaq filed the proposal as a ``non-controversial'' proposed rule 
change pursuant to section 19(b)(3)(A)(iii) of the Act \4\ and Rule 
19b-4(f)(6) thereunder,\5\ which renders it effective upon filing with 
the Commission.\6\ The Commission is publishing this notice to solicit 
comments on the proposed rule change, as amended, from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, Nasdaq revised the proposed rule text in 
order for it to correspond with the existing language of NASD Rule 
4901.
    \4\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \5\ 17 CFR 240.19b-4(f)(6).
    \6\ Nasdaq has asked the Commission to waive the 30-day 
operative delay required by Rule 19b-4(f)(6)(iii), 17 CFR 240.19b-
4(f)(6)(iii). See discussion infra Section III.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq proposes to continue to provide, through May 1, 2006, 
broker/dealers that are not members of NASD access to Nasdaq's Brut and 
INET Facilities. Nasdaq intends to implement the proposed rule change 
immediately. Below is the text of the proposed rule change. Proposed 
new language is in italics; proposed deletions are in [brackets].
* * * * *

4901. Definitions

    Unless stated otherwise, the terms described below shall have the 
following meaning:
    (a) through (h) No Change
    (i) The term ``Participant'' shall mean an NASD member that 
fulfills the obligations contained in Rule 4902 regarding participation 
in the System. Until [February 8, 2006] May 1, 2006, the term 
``Participant'' shall also include non-NASD broker/dealers that desire 
to use the System and otherwise meet all other requirements for System 
participation.
    (j) through (w) No Change
* * * * *

4952. System Participant Registration

    (a) Participation in INET requires current registration with the 
System and is conditioned upon the Participant's initial and continuing 
compliance with the following requirements:
    (1) through (5) No Change
    (6) In addition to the above, on or before [60 days after the 
System becomes a facility of Nasdaq] May 1, 2006, all System 
Participants shall be members of the Association.
* * * * *
    The text of the proposed rule change, as amended, is also available 
on Nasdaq's Internet Web site (http://www.nasdaq.com), at Nasdaq's 

principal office, and at the Commission's Public Reference Room.

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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Under the current NASD rules, broker/dealers that are not members 
of NASD may use Nasdaq's Brut and INET systems until February 8, 2006. 
Nasdaq proposes to modify this provision to allow non-NASD member 
broker/dealers to use the Brut and INET systems through May 1, 2006. 
This extension is intended to allow these non-NASD member broker/
dealers to have continued access to the Brut and INET systems while 
they take actions to become members of The Nasdaq Stock Market LLC 
(``Nasdaq Exchange'').\7\
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    \7\ The Commission recently approved Nasdaq's application for 
one of its proposed subsidiaries, The Nasdaq Stock Market LLC, to be 
registered as a national securities exchange under section 6 of the 
Act. See Securities Exchange Act Release No. 53128 (January 13, 
2006), 71 FR 3550 (January 23, 2006) (File No. 10-131) (``Nasdaq 
Exchange Approval Order'').
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2. Statutory Basis
    Nasdaq believes the proposed rule change is consistent with the 
provisions of section 15A of the Act,\8\ in general, and with section 
15A(b)(6) of the Act,\9\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to a free and open market and a national market system, and, in 
general, to protect investors and the public interest.
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    \8\ 15 U.S.C. 78o-3.
    \9\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will impose 
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

    Nasdaq neither solicited nor received comments on the proposal.

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

    Because 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 thirty days from the 
date on which it was filed, or such shorter time as the Commission may 
designate

[[Page 9399]]

if consistent with the protection of investors and the public interest, 
it has become effective pursuant to section 19(b)(3)(A) of the Act \10\ 
and Rule 19b-4(f)(6) \11\ thereunder.\12\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ Pursuant to Rule 19b-4(f)(6)(iii), Nasdaq has given 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 on which 
Nasdaq filed the proposed rule change. See 17 CFR 240.19b-
4(f)(6)(iii).
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    A proposed rule change filed under Rule 19b-4(f)(6) \13\ normally 
does not become operative prior to thirty days after the date of 
filing. Nasdaq requests that the Commission waive the 30-day operative 
delay, as specified in Rule 19b-4(f)(6)(iii), and designate the 
proposed rule change to become operative immediately to allow continued 
and uninterrupted access to Nasdaq's Brut and INET trading facilities 
for non-NASD member broker/dealers and their customers while such 
broker/dealers take steps to become members of the Nasdaq Exchange 
before it becomes operational as a national securities exchange. The 
Commission hereby grants the request. The Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest because such waiver will allow non-
NASD member broker/dealers to continue to participate in Nasdaq's Brut 
and INET systems without interruption. The Commission notes that by May 
1, 2006, all Brut and INET participants must either be NASD members or 
Nasdaq Exchange members, contingent on whether the Nasdaq Exchange has 
begun operating as a national securities exchange. In addition, the 
Commission notes that members of NASD, as well as broker/dealers that 
are currently not NASD members, will be able to apply to become a 
Nasdaq Exchange member during the period of transition before the 
Nasdaq Exchange becomes operational.\14\ For these reasons, the 
Commission designates the proposed rule change as effective and 
operative immediately.\15\
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    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ See Nasdaq Exchange Approval Order, 71 FR at 3554 
(referring to recently approved Nasdaq Exchange Rule 1013(a)(6)).
    \15\ For the purposes only of waiving the operative date of this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 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 proposed 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.\16\
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    \16\ The effective date of the original proposed rule change is 
February 7, 2006, and the effective date of Amendment No. 1 is 
February 8, 2006. For purposes of calculating the 60-day period 
within which the Commission may summarily abrogate the proposed rule 
change under section 19(b)(3)(C) of the Act, the Commission 
considers such period to commence on February 8, 2006, the date on 
which Nasdaq filed Amendment No. 1. See 15 U.S.C. 78s(b)(3)(C).
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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, 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 rule-comments@sec.gov. Please include 

File Number SR-NASD-2006-021 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NASD-2006-021. 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 Section, 100 F Street, 
NE., Washington, DC 20549. 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-2006-021 and should be 
submitted on or before March 16, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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J. Lynn Taylor,
Assistant Secretary.
 [FR Doc. E6-2520 Filed 2-22-06; 8:45 am]

BILLING CODE 8010-01-P
