

[Federal Register: August 10, 2006 (Volume 71, Number 154)]
[Notices]               
[Page 45878-45879]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr10au06-132]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54274; File No. SR-NASDAQ-2006-020]

 
 Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
to Clarify the Rules of the Nasdaq Global Select Market

August 3, 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 July 28, 2006, The NASDAQ Stock Market LLC (``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. Nasdaq filed the proposal as a non-controversial 
rule change pursuant to section 19(b)(3)(A)(iii) of the Act\3\ and Rule 
19b-4(f)(6) thereunder,\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\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq clarifies certain rules related to the Nasdaq Global Select 
Market and corrects a typographical error. The text of the proposed 
rule change is below. Proposed new language is italicized; proposed 
deletions are [bracketed].\5\
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    \5\ Changes are marked to the rule text that appears in the 
electronic manual of Nasdaq found at http://www.nasdaqtrader.com.

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* * * * *

4425. Nasdaq Global Select Market

    (a) An issuer that applies for listing on the [Nasdsaq] Nasdaq 
Global Market and meets the requirements for initial listing contained 
in Rule 4426 shall be listed on the Nasdaq Global Select Market.
    (b)-(f) No change.

4426. Nasdaq Global Select Market Listing Requirements

    (a) No change.
    (b) Liquidity Requirements
    (1) The security must demonstrate either:
    (A)-(B) No change.
    (C) a minimum of 450 beneficial shareholders, in the case of: (i) 
An issuer listing in connection with [its emergence from a bankruptcy 
or reorganization proceeding;] a court-approved reorganization under 
the federal bankruptcy laws or comparable foreign laws; or (ii) an 
issuer that is affiliated with another company listed on the Global 
Select Market.
    (2) No change.
    (3) The publicly held shares must have either:
    (A)-(B) No change.
    (C) a market value of at least $70 million in the case of: (i) An 
issuer listing in connection with its initial public offering; (ii) an 
issuer that is affiliated with, or a spin-off from, another company 
listed on the Global Select Market; and (iii) a closed end management 
investment company registered under the Investment Company Act of 1940.
    (c)-(d) No change.
    (e) Closed End Management Investment Companies.
    (1) A closed end management investment company registered under the 
Investment Company Act of 1940 shall not be required to meet paragraph 
(c) of this Rule 4426.
    (2) In lieu of the requirement in paragraph (b)(3) of this Rule 
4426, a closed end management investment company that is listed 
concurrently with other closed end management investment companies that 
have a common investment adviser [(]or whose investment advisers are 
``affiliated persons,'' as defined in the Investment Company Act of 
1940[)] (a ``Fund Family'') shall be eligible if: (A) the total market 
value of publicly held shares in such Fund Family is at least $220 
million; (B) the average market value of publicly held shares for all 
funds in the Fund Family is $50 million; and (C) each fund in the Fund 
Family has a market value of publicly held shares of at least $35 
million.
    (f) 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 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
    Nasdaq recently created a new listing segment known as the Nasdaq 
Global Select Market. Issuers listed on the Nasdaq Global Select Market 
must meet higher initial listing requirements and will receive certain 
differentiated services from Nasdaq.\6\ While Nasdaq originally filed 
the rules related to the Nasdaq Global Select Market as changes to 
Nasdaq Rules that will be operative once Nasdaq begins operations as a 
national securities exchange,\7\ in order to implement the new segment 
on July 1, 2006, prior to Nasdaq's operation as an exchange, Nasdaq 
also filed these rules as changes to the rules of NASD (the ``NASD 
Filing'').\8\ This filing incorporates into Nasdaq Rules certain 
clarifying changes made in the NASD Filing and corrects a typographical 
error.
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    \6\ These differentiated services involve the provision of 
academic, research, and corporate governance materials and support 
that recognize the size and stature of companies on the Nasdaq 
Global Select Market. For example, companies on the Nasdaq Global 
Select Market may receive access to additional reports through 
Nasdaq's Market Intelligence Desk and Nasdaq Online, peer and 
industry information derived from surveys and third parties, and 
access to third-party research about their companies.
    \7\ See Securities Exchange Act Release No. 53799 (May 12, 
2006), 71 FR 29195 (May 19, 2006) (SR-NASDAQ-2006-007).
    \8\ See Securities Exchange Act Release No. 54071 (June 29, 
2006), 71 FR 38922 (July 10, 2006) (SR-NASD-2006-068).
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of section 6 of the Act,\9\ in general, and section 
6(b)(5) of the Act,\10\ in particular, in that the proposal is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in

[[Page 45879]]

general, to protect investors and the public interest. Nasdaq believes 
that the proposed rule change clarifies certain terms in Nasdaq Rules.
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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(5).
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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.

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

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder,\12\ 
because it: (i) Does not significantly affect the protection of 
investors or the public interest; (ii) does not impose any significant 
burden on competition; and (iii) by its terms, does not become 
operative for 30 days after the date of the filing, or such shorter 
time as the Commission may designate if consistent with the protection 
of investors and the public interest.\13\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ As required by Rule 19b-4(f)(6)(iii) of the Act, Nasdaq 
provided the Commission with written notice of its intent to file 
the proposed rule change, along with a brief description of the text 
of the proposed rule change, at least five business days prior to 
the date of the filing of the proposed rule change.
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    Nasdaq requests that the Commission waive the 30-day operative 
period under Rule 19b-4(f)(6)(iii).\14\ The Commission believes that it 
is consistent with the protection of investors and the public interest 
to waive the 30-day operative delay and make this proposed rule change 
immediately effective upon filing on July 28, 2006, because the 
proposal merely incorporates certain clarifying changes made in the 
NASD Filing into Nasdaq Rules and corrects a typographical error.\15\
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    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For purposes only of waiving the 30-day operative delay of 
this proposal, the Commission has considered the proposed rule's 
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 such 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.\16\
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    \16\ See section 19(b)(3)(C) of the Act, 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 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-NASDAQ-2006-020 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-NASDAQ-2006-020. 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-NASDAQ-2006-020 and 
should be submitted on or before August 31, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\17\
Nancy M. Morris,
Secretary.
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    \17\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E6-13024 Filed 8-9-06; 8:45 am]

BILLING CODE 8010-01-P
